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                                 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 June 30, 1998
 
/ / 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: 0-14397
 
                    PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
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             (Exact name of registrant as specified in its charter)
 
Texas                                             75-1991528
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(State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)
 
One Seaport Plaza, New York, NY                        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.-3
                            (a limited partnership)
                            STATEMENTS OF NET ASSETS
                          (in process of liquidation)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                        June 30,       September 30,
                                                                          1998             1997
<S>                                                                   <C>              <C>
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ASSETS
Cash and cash equivalents                                              $1,007,978       $ 1,089,835
Property held for sale                                                    275,000           275,000
                                                                      ------------     -------------
Total assets                                                            1,282,978         1,364,835
                                                                      ------------     -------------
LIABILITIES
Estimated liquidation costs                                               178,090           220,331
                                                                      ------------     -------------
Net assets available to limited and general partners                   $1,104,888       $ 1,144,504
                                                                      ------------     -------------
                                                                      ------------     -------------
Limited and equivalent partnership units issued
  and outstanding                                                          53,855            53,855
                                                                      ------------     -------------
                                                                      ------------     -------------
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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--September 30, 1997               $1,144,504     $       --     $1,144,504
Changes in estimated liquidation values of assets and
  liabilities                                                  (39,616)            --        (39,616)
                                                            ----------     ----------     ----------
Net assets in liquidation--June 30, 1998                    $1,104,888     $       --     $1,104,888
                                                            ----------     ----------     ----------
                                                            ----------     ----------     ----------
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                  The accompanying notes are an integral part of these statements.
</TABLE>
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                    PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
                            (a limited partnership)
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 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 June 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.-3 (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 September 30, 1997.
 
   The Partnership continues to own an undeveloped land parcel (I35/I20) located
in Dallas, Texas. 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, management of the Partnership's unimproved property,
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 and monitoring functions on behalf
of the Partnership.
 
   In conjunction with the liquidation basis of accounting, the Partnership has
recorded an accrual as of June 30, 1998 for the estimated costs expected to be
incurred to liquidate the Partnership. Included in these estimated liquidation
costs is $103,000 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 June 30, 1998.
 
   PBP and the two individual General Partners of the Partnership own 270, 135
and 135 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 270 units owned by PBP
have been excluded from the calculation of distributions per limited 
partnership unit.
 
   Prudential Securities Incorporated, an affiliate of PBP, owns 253 limited
partnership units at June 30, 1998.
 
                                       3
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                    PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
                            (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 October 31, 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 an undeveloped land parcel (I35/I20) located in Dallas, Texas.
The Partnership intends to liquidate, subject to and assuming the prior sale of
the remaining undeveloped land parcel, 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--None
 
Item 6. Exhibits and Reports on Form 8-K
 
        (a) Exhibits
 
        Description:
 
        3.01 Amended and Restated Certificate and Agreement of Limited
             Partnership (filed as an exhibit to Registration Statement on Form
             S-11 (No. 2-94976) and incorporated herein by reference)
 
        3.02 Amendment to the Amended and Restated Certificate and
             Agreement of Limited Partnership (filed as an exhibit to
             Registrant's Form 10-K for the year ended September 30, 1989
             and incorporated herein by reference)
 
        4.01 Certificate of Limited Partnership Interest (filed as an
             exhibit to Registration Statement on Form S-11 (No.
             2-94976) and incorporated herein by reference)
 
        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 thereunto duly authorized.
 
Prudential-Bache/Watson & Taylor, Ltd.-3
 
By: Prudential-Bache Properties, Inc.
    A Delaware corporation,
    Managing General Partner
 
     By: /s/ Eugene D. Burak                      Date: August 14, 1998
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     Eugene D. Burak
     Vice President
     Chief Accounting Officer for the Registrant
 
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