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                       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 September 30, 1998
 
                                       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
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(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)
 
One Seaport Plaza, New York, N.Y.               10292-0128
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(Address of principal executive offices)        (Zip Code)
 
Registrant's telephone number, including area code (212) 214-3500
 
                                      N/A
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   Former name, former address and former fiscal year, if changed since last
                                    report.
 
   Indicate by check CK 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 _CK_  No __

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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)
 
<TABLE>
<CAPTION>
                                                                      September 30,     December 31,
                                                                          1998              1997
<S>                                                                   <C>               <C>
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ASSETS
Property held for sale                                                 $ 1,518,521       $1,518,521
Cash and cash equivalents                                                  997,710          870,538
Other assets                                                                26,766           78,983
                                                                      -------------     ------------
Total assets                                                             2,542,997        2,468,042
                                                                      -------------     ------------
LIABILITIES
Estimated liquidation costs                                                289,155          377,989
                                                                      -------------     ------------
Net assets available to limited and general partners                   $ 2,253,842       $2,090,053
                                                                      -------------     ------------
                                                                      -------------     ------------
Limited and equivalent partnership units issued and outstanding             51,818           51,818
                                                                      -------------     ------------
                                                                      -------------     ------------
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</TABLE>
 
                       STATEMENT OF CHANGES IN NET ASSETS
                          (in process of liquidation)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                              LIMITED       GENERAL
                                                              PARTNERS      PARTNERS       TOTAL
<S>                                                          <C>            <C>          <C>
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Net assets in liquidation--December 31, 1997                 $2,090,053     $    --      $2,090,053
Changes in estimated liquidation values of assets and
  liabilities                                                   163,789          --         163,789
                                                             ----------     --------     ----------
Net assets in liquidation--September 30, 1998                $2,253,842     $    --      $2,253,842
                                                             ----------     --------     ----------
                                                             ----------     --------     ----------
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                 The accompanying notes are an integral part of these statements.
</TABLE>
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                    PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2
                            (a limited partnership)
                         NOTES TO FINANCIAL STATEMENTS
                               September 30, 1998
                                  (Unaudited)
 
A. General
 
   These financial statements have been prepared without audit. In the opinion
of Prudential-Bache Properties, Inc. ('Managing General Partner') ('PBP'), the
financial statements for the period ended September 30, 1998 contain all
adjustments necessary to present fairly such information subject to the effects
of any further liquidation accounting adjustments that would have been required
had the current realizable values of assets and the amounts of liabilities been
known when Prudential-Bache/Watson & Taylor, Ltd.-2 (the 'Partnership') first
adopted the liquidation basis of accounting as of October 1, 1996. Prior to
October 1, 1996, the books and records of the Partnership were maintained on a
going concern accrual basis of accounting.
 
   Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements
should be read in conjunction with the 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, 1997.
 
   The Partnership continues to own the Hampton Park property located in Capitol
Heights, Maryland. This property evidenced certain concentrations of hazardous
materials discovered in an environmental review of the property. The property
continues to be monitored by the State environmental regulatory department, but
it is uncertain at this time what will ultimately be required to resolve the
environmental issue at the property. The Partnership intends to sell the
property as soon as possible; however, no buyer for the property has been
identified and it is uncertain when any such sale will be consummated.
 
B. Related Parties
 
   PBP and its affiliates perform services for the Partnership which include,
but are not limited to: accounting and financial management, transfer and
assignment functions, asset management, investor communications, 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.
 
   Affiliates of Messrs. Watson and Taylor, the individual General Partners,
also perform certain administrative functions on behalf of the Partnership.
Effective February 28, 1998, American Office Park Properties, Inc., a subsidiary
of Public Storage, Inc., terminated its management of the Hampton Park property.
The Partnership entered into a management agreement ('Management Agreement')
with Watson & Taylor Management, Inc. ('WTMI'), an affiliate of the individual
General Partners, effective March 1, 1998. WTMI is responsible for the
day-to-day operation of the property, including the supervision of the on-site
managers and the establishment of rental policies and rates for new rentals and
renewals and directs the marketing activity for the property. The Management
Agreement may be terminated by either party with 60 days' written notice, with
or without cause, and can be terminated upon a sale of the property. WTMI
receives 4.5% of the property's gross revenues (as defined in the Management
Agreement) as a management fee.
 
   In conjunction with the liquidation basis of accounting, the Partnership has
an accrual as of September 30, 1998 for the estimated costs expected to be
incurred to liquidate the Partnership, including $79,000 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 September
30, 1998.
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   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
have been excluded from the calculation of distributions per limited partnership
unit.
 
   Prudential Securities Incorporated, an affiliate of PBP, owns 180 limited
partnership units at September 30, 1998.
 
                                       4
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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
 
Liquidity and Capital Resources
 
   In accordance with the Consent Statement dated September 17, 1996, the
Partnership sold substantially all of its properties on December 16, 1996. The
Partnership has retained funds for a contingency reserve and to meet current and
future operating costs until the liquidation of the Partnership.
 
   The Partnership continues to own the Hampton Park property located in Capitol
Heights, Maryland. This property evidenced certain concentrations of hazardous
materials discovered in an environmental review of the property. The property
continues to be monitored by the State environmental regulatory department, but
it is uncertain at this time what will ultimately be required to resolve the
environmental issue at the property. The Partnership intends to sell the
property as soon as possible; however, no buyer for the property has been
identified and it is uncertain when any such sale will be consummated.
 
   The Partnership intends to liquidate after the sale of the Hampton Park
property and will distribute any remaining funds at such time. In accordance
with the Partnership Agreement, such distributions to partners will be made
based upon each partner's capital account for Federal income tax purposes.
Estimated costs expected to be incurred through the date of liquidation of the
Partnership have been accrued in the accompanying financial statements.
 
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 corresponding 1998 and 1997 periods.
 
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                           PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings--None
 
Item 2. Changes in Securities--None
 
Item 3. Defaults Upon Senior Securities--None
 
Item 4. Submission of Matters to a Vote of Security Holders--None
 
Item 5. Other Information--
        Effective November 10, 1998, Stephen A. Tolbert replaced Eugene D. 
        Burak as Chief Accounting Officer for the Registrant.
 
Item 6. Exhibits and Reports on Form 8-K
 
        (a) Exhibits
 
        Description:
 
         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)
 
        10.01 Management Agreement dated March 1, 1998 by and between the
              Registrant and Watson & Taylor Management, Inc., a Texas
              corporation (incorporated by reference to the Registrant's Annual
              Report on Form 10-K for the year ended December 31, 1997)
 
         27.1 Financial Data Schedule (filed herewith)
 
       (b) Reports on Form 8-K--None
 
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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 hereunto duly authorized.
 
Prudential-Bache/Watson & Taylor, Ltd.-2
 
By: Prudential-Bache Properties, Inc.
    A Delaware corporation
    Managing General Partner
 
     By: /s/ Stephen A. Tolbert                   Date: November 16, 1998
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     Stephen A. Tolbert
     Vice President
     Chief Accounting Officer for the Registrant
 
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