UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)



x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934



For the quarterly period ended March 31, 2005



OR



 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from
 to



Commission file number 0-13518



PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2

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(Exact
name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Texas                                                          |  | 75-1933081                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|One New York Plaza, 13th floor, New York, N.Y.                 |  | 10292                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants telephone number, including
area code (212) 778-1000



N/A

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Former name, former address and former fiscal year, if changed since last report.



Indicate by check Ö whether the Registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes  Ö  No



Indicate by check Ö whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes   No Ö



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PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS

PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2

(a limited partnership)



STATEMENTS OF NET ASSETS

(in
process of liquidation)

(Unaudited)



|                                                                                                                      |  |                |           |                   |   |          
|--------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | ----------------- | - | ---------
|                                                                                                                      |  | March 31, 2005 |           | December 31, 2004
|ASSETS                                                                                                                |  |                |           |                   |   |          
|Property held for sale                                                                                                |  | $              | 2,018,521 |                   | $ | 2,018,521
|Cash and cash equivalents ($60,000 provided as collateral atMarch 31, 2005 and $0 at December 31, 2004, respectively) |  |                | 2,047,239 |                   |   | 1,946,498
|Other assets                                                                                                          |  |                | 236,992   |                   |   | 271,852  
|                                                                                                                      |  |                |           |                   |   |          
|Total assets                                                                                                          |  |                | 4,302,752 |                   |   | 4,236,871
|                                                                                                                      |  |                |           |                   |   |          
|LIABILITIES                                                                                                           |  |                |           |                   |   |          
|Estimated liquidation costs                                                                                           |  |                | 464,708   |                   |   | 465,308  
|Estimated remediation costs                                                                                           |  |                | 500,000   |                   |   | 500,000  
|                                                                                                                      |  |                |           |                   |   |          
|Total liabilities                                                                                                     |  |                | 964,708   |                   |   | 965,308  
|                                                                                                                      |  |                |           |                   |   |          
|COMMITMENTS AND CONTINGENCIES                                                                                         |  |                |          |                   |   |         
|Net assets available to limited and general partners                                                                  |  | $              | 3,338,044 |                   | $ | 3,271,563
|                                                                                                                      |  |                |           |                   |   |          
|Limited and equivalent partnership units issued and outstanding                                                       |  |                | 51,818    |                   |   | 51,818   
|                                                                                                                      |  |                |           |                   |   |          
|Net asset value per limited and equivalent participating units                                                        |  | $              | 64.74     |                   | $ | 63.45    
|                                                                                                                      |  |                |           |                   |   |          



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STATEMENT OF CHANGES IN NET ASSETS

(in process of liquidation)

(Unaudited)



|                                       |  |                  |           |                  |   |       |  |   |          
|-------------------------------------- |  | ---------------- | --------- | ---------------- | - | ----- |  | - | ---------
|                                       |  | LIMITED PARTNERS |           | GENERAL PARTNERS |   | TOTAL
|Net assetsDecember 31, 2004           |  | $                | 3,271,563 |                  | $ |      |  | $ | 3,271,563
|Net income from liquidating activities |  |                  | 66,481    |                  |   |      |  |   | 66,481   
|                                       |  |                  |           |                  |   |       |  |   |          
|Net assetsMarch 31, 2005              |  | $                | 3,338,044 |                  | $ |      |  | $ | 3,338,044
|                                       |  |                  |           |                  |   |       |  |   |          



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The accompanying notes are an integral part of these statements.



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PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2

(a limited partnership)



NOTES TO FINANCIAL STATEMENTS

March 31, 2005

(Unaudited)



A. General



These financial statements have been prepared without audit. In the opinion of
Prudential-Bache Properties, Inc. (Managing General Partner) (PBP), the statements of net assets as of March 31, 2005 and December 31, 2004 contain all adjustments necessary to state fairly such information in accordance with
the liquidation basis of accounting. Prudential-Bache/Watson & Taylor, Ltd.-2 (the Partnership) first adopted the liquidation basis of accounting as of October 1, 1996. Accordingly, the net assets of the Partnership are stated at
liquidation value, i.e., the assets have been valued at their estimated fair values, net of selling expenses, and the liabilities include estimated amounts to be incurred through the date of liquidation of the Partnership, which is in conformity
with accounting principles generally accepted in the United States. Due to the nature of the Hampton Park environmental issue (see further discussion below), the date of liquidation is uncertain; however, the Partnership has utilized a December 31,
2005 date for purposes of estimating costs through the conclusion of liquidation reflecting the Managing General Partners best estimate. The actual remaining net proceeds from liquidation will depend upon a variety of factors and are likely to
differ from the estimated amounts reflected in the accompanying financial statements.



Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted. It is suggested that
these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Partnerships Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31,
2004.



The general partners of the Partnership are PBP, George S. Watson
and A. Starke Taylor, III (collectively, the General Partners).



B.
Partnership Liquidation



In accordance with a consent statement
dated September 17, 1996, the limited partners approved, during October 1996, the proposed sale of all eight miniwarehouse facilities owned by the Partnership to Public Storage, Inc. (Public) and the liquidation and dissolution of the
Partnership.



Seven of the eight properties were sold to Public during
December 1996. The Partnership continues to own the Hampton Park property located in Capitol Heights, Maryland as it was not sold to Public after Phase I and Phase II Environmental Site Assessments performed during 1996 by MACTEC Engineering and
Consulting, Inc. (MACTEC) identified detectable levels of tetrachloroethene (PCE) in the soil and ground water samples collected at the site. MACTEC, at the Partnerships request, reported the PCE release to the Maryland
Department of the Environment (MDE).



On November 21, 2000,
MDE reached a determination that it was appropriate to undertake an active remedial measure at the site. MACTEC, at the request of the Partnership, submitted an application to enter the site into MDEs Voluntary Cleanup Program
(VCP) during March 2001. During a meeting on May 16, 2001 between the Partnership, MACTEC and MDE, to discuss MDEs comments on the Partnerships application, it was determined that the Partnership would perform a non-invasive
Phase I Environmental Site Assessment Update (Phase I Activities) and would subsequently, upon review and agreement with MDE, move to perform certain Phase II invasive sampling and analytical procedures (Phase II Activities)
with the anticipation of entering the site into the VCP. During the first quarter of 2002, MDE notified the Partnership that Phase I Activities were satisfactorily completed. Additionally, MACTEC completed the fieldwork for Phase II activities
(under a work plan that MDE reviewed) during 2002. The procedures and findings were documented in a Phase II Site Characterization and Risk Assessment Report (the Report) that was sent to MDE on February 13, 2003. During April 2003, MDE
requested supplemental soil-gas sampling procedures be performed. These procedures were performed and reported to MDE during September 2003. MDE issued a response letter, dated October 24, 2003, in which it formally accepted the



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site into the VCP and informed the Partnership that some form of remedial action is required to address elevated levels of PCE in soil and ground water. The MDE
approved the plan for remedial action (the Plan) on November 24, 2004. In December 2004, an agreement was entered into with ATC Associates Inc. (ATC), pursuant to which ATC will provide certain environmental services to
perform the environmental cleanup as described in the Plan. During the first quarter of 2005, ATC began providing environmental services pursuant to the Plan. As of March 31, 2005 and December 31, 2004 the Statement of Net Assets reflects an accrued
liability of $500,000, which represents the Partnerships best estimate of the obligation regarding the environmental issues mentioned above; however, it is reasonably possible that the loss exposure will be in excess of the amount accrued and
may be material to the Partnership.



The General Partners intend to
offer the Hampton Park property to a select group of potential buyers which specialize in the purchase of contaminated properties, and others, albeit at a discount to take into account remediation costs. As such, the General Partners have engaged CB
Richard Ellis, Inc. on April 7, 2005, to market the property on an exclusive basis for a six month period. It is the intention of the Partnership to obtain from any potential buyer as complete an indemnification as possible for any liability in
connection with remediation of the contamination of the property. Due to the environmental problem and MDE oversight, it is uncertain when any such sale could be consummated. The Partnerships liquidation and dissolution will proceed upon the
sale of the Hampton Park property.



Net assets in liquidation increased
$66,000 during the three months ended March 31, 2005. The increase resulted from income from operations at the Hampton Park property, and, to a lesser extent, interest income.



C. Related Parties



PBP and its affiliates perform services for the Partnership which include, but are not limited to the following: accounting and financial management, transfer and
assignment functions, asset management, investor communications, certain printing and other administrative services. PBP and its affiliates receive reimbursements for costs incurred in connection with these services, the amount of which is limited
by the provisions of the Partnership Agreement. PBP is a wholly owned subsidiary of Prudential Securities Group, Inc. (PSG).



Affiliates of Messrs. Watson and Taylor, the individual General Partners, also perform certain administrative and monitoring functions on behalf of the Partnership
for which they receive cost reimbursement.



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Additionally, Watson & Taylor Management, Inc., an affiliate of the individual General Partners and the
Partnerships property manager, receives 4.5% of the propertys gross revenues (as defined in the management agreement) as a management fee. Such management fees totalled $7,000 and $6,000 for the three months ended March 31, 2005 and
2004, respectively.



In conjunction with the liquidation basis of
accounting, the Partnership has recorded an accrual as of March 31, 2005 and December 31, 2004 for the estimated costs expected to be incurred to liquidate the Partnership. Included in these estimated liquidation costs is $139,000 as of March 31,
2005 and December 31, 2004, respectively, expected to be payable to the General Partners and their affiliates during the anticipated remaining liquidation period. The actual charges to be incurred by the Partnership will depend primarily upon the
length of time required to liquidate the Partnerships remaining net assets, and may differ from the amounts accrued as of March 31, 2005 and such differences could be material.



PBP and the two individual General Partners of the Partnership own 258, 130 and 130 equivalent limited partnership units,
respectively. PBP receives funds from the Partnership, such as General Partner distributions and reimbursement of expenses, but has waived all of its rights resulting from its ownership of equivalent limited partnership units. Accordingly, the 258
units owned by PBP are not part of the 51,560 limited and equivalent units which receive distributions and allocations of the Partnerships profits and losses and also not included in determining the net asset value per limited and equivalent
participating units.



PSG, an affiliate of PBP, owns 180 limited
partnership units at March 31, 2005, for which no such waivers on profit participation are in effect.



D. Commitments and Contingencies



On
January 18, 2005, the Partnership had an irrevocable standby letter of credit established in the amount of $60,000 and expiring on January 7, 2006, in favor of the MDE in connection with the Plan.



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PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2

(a limited partnership)



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS



Critical Accounting Policies



Preparation of the financial statements and related disclosures in compliance with generally accepted accounting principles requires
the application of appropriate technical accounting rules and guidance, as well as the use of estimates. The Partnerships application of these policies involves judgments which, in and of themselves, could materially impact the financial
statements and disclosures. A future change in the assumptions or judgments applied in determining the following matters, among others, could have a material impact on future financial results. As such, actual results may differ from the estimates
used by management.



Date of Liquidation



The Partnership estimated the date of liquidation to be December 31, 2005 for purposes
of estimating costs through the conclusion of liquidation. Due to the nature of the environmental issue, the date of liquidation is uncertain and a change to that assumption date could materially impact the financial statements and disclosures.



Assumption Regarding the Property Held for Sale



It is uncertain at this time what the Partnership will ultimately realize from the
sale of the Hampton Park property due to the propertys environmental issue (see discussion below). Additionally, there is uncertainty regarding the ultimate costs of environmental remediation at the Hampton Park property and significant
changes to PBPs assumptions could materially impact the financial statements and disclosures.



Liquidity and Capital Resources



In
accordance with a consent statement dated September 17, 1996, the limited partners approved, during October 1996, the proposed sale of all eight miniwarehouse facilities owned by the Partnership to Public Storage, Inc. (Public) and the
liquidation and dissolution of the Partnership.



Seven of the eight
properties were sold to Public during December 1996. The Partnership continues to own the Hampton Park property located in Capitol Heights, Maryland as it was not sold to Public after Phase I and Phase II Environmental Site Assessments performed
during 1996 by MACTEC Engineering and Consulting, Inc. (MACTEC) identified detectable levels of tetrachloroethene (PCE) in the soil and ground water samples collected at the site. MACTEC, at the Partnerships request,
reported the PCE release to the Maryland Department of the Environment (MDE).



On November 21, 2000, MDE reached a determination that it was appropriate to undertake an active remedial measure at the site. MACTEC, at the request of the Partnership, submitted an application to enter the site into
MDEs Voluntary Cleanup Program (VCP) during March 2001. During a meeting on May 16, 2001 between the Partnership, MACTEC and MDE, to discuss MDEs comments on the Partnerships application, it was determined that the
Partnership would perform a non-invasive Phase I Environmental Site Assessment Update (Phase I Activities) and would subsequently, upon review and agreement with MDE, move to perform certain Phase II invasive sampling and analytical
procedures (Phase II Activities) with the anticipation of entering the site into the VCP. During the first quarter of 2002, MDE notified the Partnership that Phase I Activities were satisfactorily completed. Additionally, MACTEC
completed the fieldwork for Phase II activities (under a work plan that MDE reviewed) during 2002. The procedures and findings were documented in a Phase II Site Characterization and Risk Assessment Report (the Report) that was sent to
MDE on February 13, 2003. During April 2003, MDE requested supplemental soil-gas sampling procedures be performed. These procedures were performed and reported to MDE during September 2003. MDE issued a response letter, dated October 24, 2003, in
which it formally accepted the site into the VCP and informed the Partnership that some form of remedial action is required to address elevated levels of PCE in soil and ground water. The MDE approved the plan for remedial action (the
Plan) on November 24, 2004. In December 2004, an agreement was entered into with ATC Associates Inc. (ATC), pursuant to which ATC will provide certain environmental services to perform the environmental



6



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cleanup as described in the Plan. During the first quarter of 2005, ATC began providing environmental services pursuant to the Plan. As of March 31, 2005 and December
31, 2004 the Statement of Net Assets reflects an accrued liability of $500,000, which represents the Partnerships best estimate of the obligation regarding the environmental issues mentioned above; however, it is reasonably possible that the
loss exposure will be in excess of the amount accrued and may be material to the Partnership.



The General Partners intend to offer the Hampton Park property to a select group of potential buyers which specialize in the purchase of contaminated properties, and others, albeit at a discount to take into account remediation
costs. As such, the General Partners have engaged CB Richard Ellis, Inc. on April 7, 2005 to market the property on an exclusive basis for a six month period. It is the intention of the Partnership to obtain from any potential buyer as complete an
indemnification as possible for any liability in connection with remediation of the contamination of the property. Due to the environmental problem and MDE oversight, it is uncertain when any such sale could be consummated. The General Partners
intend to liquidate the Partnership subject to the Hampton Park property first being sold, and will distribute any remaining funds at such time.



In conjunction with the liquidation basis of accounting, the Partnership has recorded an accrual as of March 31, 2005 for the estimated costs expected to be
incurred to liquidate the Partnership. Due to the nature of the Hampton Park environmental issue, the date of liquidation is uncertain. However, as mentioned above, the Partnership has utilized a December 31, 2005 date for purposes of estimating
costs through the conclusion of liquidation reflecting the Managing General Partners best estimate. The actual charges to be incurred by the Partnership will depend primarily upon the length of time required to liquidate the Partnerships
remaining net assets, and may differ from the amounts accrued as of March 31, 2005 and such differences could be material.



Net assets in liquidation increased $66,000 during the three months ended March 31, 2005. The increase resulted from income from operations at the Hampton Park
property, and to a lesser extent, interest income.



As of March 31,
2005, the Partnership has cash and cash equivalents of $2,047,000, which is sufficient to meet the working capital requirements of the Partnership for the foreseeable future. The future liquidation and dissolution of the Partnership will result in
the sale of the Hampton Park property and any other Partnership assets and the distribution to the limited partners, after payment of all expenses and liabilities, of the net sales proceeds and remaining cash.



Off-Balance Sheet Arrangements and Contractual Obligations



As of March 31, 2005, the Partnership had not utilized special purpose entities to
facilitate off-balance sheet financing arrangements and has no loan guarantee arrangements or off-balance sheet arrangements of any kind other than a standby letter of credit as further discussed in Note D and those that are not likely to have a
material current or future effect on the Partnerships financial position.



The Partnerships contractual obligations are primarily with service providers such as PBP, ATC, Watson & Taylor Management, Inc., a registered public accounting firm, etc. A summary of the Partnerships significant
contractual obligations as of March 31, 2005, follows:



|                        |  |                |  |           |  |           |  |                 
|----------------------- |  | -------------- |  | --------- |  | --------- |  | ----------------
|Contractual Obligations
|Payments due by period 
|Total                   |  | Lessthan 1year |  | 1-3 years |  | 3-5 years |  | More than5 years
|                        |  |                |  |           |  |           |  |                 
|$645,000                |  | $645,000       |  | $        |  | $        |  | $              
|                        |  |                |  |           |  |           |  |                 



Results of Operations



As a result of the Partnership adopting the liquidation basis of accounting in
accordance with generally accepted accounting principles as of October 1, 1996, and thus not reporting results of operations thereafter, there is no management discussion comparing the results of operations.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Information regarding quantitative and qualitative disclosures about market risk is
not required pursuant to Item 305(e) of Regulation S-K.



ITEM 4. CONTROLS AND
PROCEDURES



As of the end of the period covered by this report, the
Managing General Partner carried out an evaluation, under the supervision and with the participation of the officers of the Managing General Partner, including the Managing General Partners chief executive officer and chief financial officer,
of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures. Based upon that evaluation, the Managing General Partners chief executive officer and chief financial officer concluded that the
Partnerships disclosure controls and procedures are effective.



In
designing and evaluating the Partnerships disclosure controls and procedures (as defined in Rules 13a-15(f) or 15d-15(f) of the Securities Exchange Act of 1934 (Exchange Act)), the Managing General Partner recognized that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, as the Partnerships are designed to do, and the Managing General Partner necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We believe that the Partnerships disclosure controls and procedures provide such reasonable assurance.



There have not been any changes in our internal controls over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal controls over
financial reporting.



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PART II. OTHER INFORMATION



Item 1. Legal ProceedingsNone



Item 2. Unregistered Sales of Equity Securities and Use of ProceedsNone



Item 3. Defaults Upon Senior SecuritiesNone



Item 4. Submission of Matters to a Vote of Security HoldersNone



Item 5. Other InformationNone



Item 6. Exhibits



| | 4.01 | Revised Certificate of Limited Partnership Interest (filed as an exhibit to Registrants Form 10-K for the year ended December 31, 1988 and incorporated herein by reference)
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 31.1 | Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
| | ---- | -------------------------------------------------------------------------------



| | 31.2 | Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
| | ---- | -------------------------------------------------------------------------------



| | 32.1 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the SARBANES-OXLEY Act of 2002 (furnished herewith)
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------



| | 32.2 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the SARBANES-OXLEY Act of 2002 (furnished herewith)
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------



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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
thereunto duly authorized.



|                                         |  |                                                                                 |  |                   
|---------------------------------------- |  | ------------------------------------------------------------------------------- |  | ------------------
|Prudential-Bache/Watson & Taylor, Ltd.-2 |  |                                                                                
|                                         |  |                                                                                
|By:                                      |  | Prudential-Bache Properties, Inc.A Delaware corporationManaging General Partner |  |                   
|                                         |  |                                                                                
|                                         |  | By: /s/ William C. Yip                                                          |  | Date: May 13, 2005
|                                         |  | William C. Yip Chief Financial Officer and Vice
President                       |  |                   



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