<PAGE>
                                 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, 1999
 
                                       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: 0-18418
 
              PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
 
Delaware                                        13-3533120
--------------------------------------------------------------------------------
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)
 
One New York Plaza, 13th Floor New York, New York             10292
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)
 
Registrant's telephone number, including area code (212) 778-7866
 
                                      N/A
--------------------------------------------------------------------------------
   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 __
 <PAGE>
<PAGE>
                         Part I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
              PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
                            (a limited partnership)
                       STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                        March 31,       December 31,
                                                                          1999              1998
<S>                                                                   <C>               <C>
----------------------------------------------------------------------------------------------------
ASSETS
Equity in commodity trading accounts:
Cash                                                                   $ 5,587,960      $ 4,870,709
U.S. Treasury bills, at amortized cost                                  18,148,823       19,282,809
Net unrealized gain on open commodity positions                            207,947          587,862
                                                                      -------------     ------------
Total assets                                                           $23,944,730      $24,741,380
                                                                      -------------     ------------
                                                                      -------------     ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable                                                    $ 1,142,293      $   566,962
Accrued expenses                                                            46,334           56,959
Management fees payable                                                     42,268           44,165
Options, at market                                                          35,583           10,929
Due to affiliates                                                           25,809           11,263
Incentive fees payable                                                      24,513           19,484
                                                                      -------------     ------------
Total liabilities                                                        1,316,800          709,762
                                                                      -------------     ------------
Commitments
Partners' capital
Limited partners (94,232 and 98,989 units outstanding)                  22,401,611       23,791,274
General partner (952 and 1,000 units outstanding)                          226,319          240,344
                                                                      -------------     ------------
Total partners' capital                                                 22,627,930       24,031,618
                                                                      -------------     ------------
Total liabilities and partners' capital                                $23,944,730      $24,741,380
                                                                      -------------     ------------
                                                                      -------------     ------------
Net asset value per limited and general partnership unit ('Units')     $    237.73      $    240.34
                                                                      -------------     ------------
                                                                      -------------     ------------
----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements.
</TABLE>
                                       2
<PAGE>
              PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
                            (a limited partnership)
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                                Three Months
                                                                               Ended March 31,
                                                                          -------------------------
                                                                            1999           1998
<S>                                                                       <C>           <C>
---------------------------------------------------------------------------------------------------
REVENUES
Net realized gain (loss) on commodity transactions                        $ 598,535     $  (671,692)
Change in net unrealized gain on open commodity positions                  (389,639)     (1,040,749)
Interest from U.S. Treasury bills                                           196,508         294,511
                                                                          ---------     -----------
                                                                            405,404      (1,417,930)
                                                                          ---------     -----------
EXPENSES
Commissions                                                                 476,607         643,279
Management fees                                                             126,950         267,075
Incentive fees                                                               24,513           7,756
General and administrative                                                   38,729          40,650
                                                                          ---------     -----------
                                                                            666,799         958,760
                                                                          ---------     -----------
Net loss                                                                  $(261,395)    $(2,376,690)
                                                                          ---------     -----------
                                                                          ---------     -----------
ALLOCATION OF NET LOSS
Limited partners                                                          $(258,781)    $(2,352,911)
                                                                          ---------     -----------
                                                                          ---------     -----------
General partner                                                           $  (2,614)    $   (23,779)
                                                                          ---------     -----------
                                                                          ---------     -----------
NET LOSS PER WEIGHTED AVERAGE
LIMITED AND GENERAL PARTNERSHIP UNIT
Net loss per weighted average
  limited and general partnership unit                                    $   (2.61)    $    (19.75)
                                                                          ---------     -----------
                                                                          ---------     -----------
Weighted average number of limited
  and general partnership units outstanding                                  99,989         120,339
                                                                          ---------     -----------
                                                                          ---------     -----------
---------------------------------------------------------------------------------------------------
</TABLE>
 
                   STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                              LIMITED        GENERAL
                                                UNITS        PARTNERS        PARTNER         TOTAL
<S>                                            <C>          <C>             <C>           <C>
-----------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1998             99,989     $23,791,274     $ 240,344     $24,031,618
Net loss                                             --        (258,781)       (2,614)       (261,395)
Redemptions                                      (4,805)     (1,130,882)      (11,411)     (1,142,293)
                                               --------     -----------     ---------     -----------
Partners' capital--March 31, 1999                95,184     $22,401,611     $ 226,319     $22,627,930
                                               --------     -----------     ---------     -----------
                                               --------     -----------     ---------     -----------
-----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements.
</TABLE>
                                       3
<PAGE>
              PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
                            (a limited partnership)
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                  (Unaudited)
 
A. General
 
   These financial statements have been prepared without audit. In the opinion
of management, the financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the financial
position of Prudential-Bache Capital Return Futures Fund 2, L.P. (the
'Partnership') as of March 31, 1999 and the results of its operations for the
three months ended March 31, 1999 and 1998. However, the operating results for
the interim periods may not be indicative of the results expected for a full
year.
 
   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 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, 1998 (the 'Annual Report').
 
B. Related Parties
 
   The general partner of the Partnership is Prudential Securities Futures
Management Inc. (the 'General Partner'), a wholly owned subsidiary of Prudential
Securities Incorporated ('PSI'). The General Partner and its affiliates perform
services for the Partnership which include, but are not limited to: brokerage
services, accounting and financial management, registrar, transfer and
assignment functions, investor communications, printing and other administrative
services.
 
   The costs incurred for these services for the three months ended March 31,
1999 and 1998 were:
 
<TABLE>
<CAPTION>
                                                    1999         1998
<S>                                               <C>          <C>
-----------------------------------------------------------------------
Commissions                                       $476,607     $643,279
General and administrative                          17,955       21,280
                                                  --------     --------
                                                  $494,562     $664,559
                                                  --------     --------
                                                  --------     --------
</TABLE>
 
   The Partnership's assets are maintained either in trading or cash accounts
with PSI, the Partnership's commodity broker, or for margin purposes, with the
various exchanges on which the Partnership is permitted to trade.
 
   The Partnership, acting through its trading managers, executes
over-the-counter, spot, forward and/or option foreign exchange transactions with
PSI. PSI then engages in back-to-back trading with an affiliate,
Prudential-Bache Global Markets Inc. ('PBGM'). PBGM attempts to earn a profit on
such transactions. PBGM keeps its prices on foreign currency competitive with
other interbank currency trading desks. All over-the-counter currency
transactions are conducted between PSI and the Partnership pursuant to a line of
credit. PSI may require that collateral be posted against the marked-to-market
position of the Partnership.
 
C. Credit and Market Risk
 
   Since the Partnership's business is to trade futures, forward and options
contracts, its capital is at risk due to changes in the value of these contracts
(market risk) or the inability of counterparties to perform under the terms of
the contracts (credit risk).
 
   Futures, forward and options contracts involve varying degrees of off-balance
sheet risk; and changes in the level or volatility of interest rates, foreign
currency exchange rates or the market values of the contracts (or commodities
underlying the contracts) frequently result in changes in the Partnership's
unrealized gain (loss) on open commodity positions reflected in the statements
of financial condition. The Partnership's exposure to market risk is influenced
by a number of factors including the relationships among the contracts held by
the Partnership as well as the liquidity of the markets in which the contracts
are traded.
 
                                       4
<PAGE>
   Futures and options contracts are traded on organized exchanges and are thus
distinguished from forward contracts which are entered into privately by the
parties. The credit risks associated with futures and options contracts are
typically perceived to be less than those associated with forward contracts,
because exchanges typically provide clearinghouse arrangements in which the
collective credit (subject to certain limitations) of the members of the
exchanges is pledged to support the financial integrity of the exchange. On the
other hand, the Partnership must rely solely on the credit of its broker (PSI)
with respect to forward transactions. The Partnership presents unrealized gains
and losses on open forward positions as a net amount in the statements of
financial condition because it has a master netting agreement with PSI.
 
   The General Partner attempts to minimize both credit and market risks by
requiring the Partnership's trading managers to abide by various trading
limitations and policies. The General Partner monitors compliance with these
trading limitations and policies which include, but are not limited to:
executing and clearing all trades with creditworthy counterparties (currently,
PSI is the sole counterparty or broker), limiting the amount of margin or
premium required for any one commodity or all commodities combined and generally
limiting transactions to contracts which are traded in sufficient volume to
permit the taking and liquidating of positions. The General Partner may impose
additional restrictions (through modifications of such trading limitations and
policies) upon the trading activities of the trading managers as it, in good
faith, deems to be in the best interest of the Partnership.
 
   PSI, when acting as the Partnership's futures commission merchant in
accepting orders for the purchase or sale of domestic futures and options
contracts, is required by Commodity Futures Trading Commission ('CFTC')
regulations to separately account for and segregate as belonging to the
Partnership all assets of the Partnership relating to domestic futures and
options trading and is not to commingle such assets with other assets of PSI. At
March 31, 1999, such segregated assets totalled $15,193,603. Part 30.7 of the
CFTC regulations also requires PSI to secure assets of the Partnership related
to foreign futures and options trading which totalled $8,600,270 at March 31,
1999. There are no segregation requirements for assets related to forward
trading.
 
   As of March 31, 1999, the Partnership's open futures, forward and options
contracts mature within one year.
 
   At March 31, 1999 and December 31, 1998, gross contract amounts of open
futures, forward and options contracts are:
 
<TABLE>
<CAPTION>
                                           1999            1998
                                        -----------    ------------
<S>                                     <C>            <C>
Currency Forward Contracts:
     Commitments to purchase            $16,550,691    $22,873,426
     Commitments to sell                  7,132,304     34,657,512
Currency Futures and Options
  Contracts:
     Commitments to purchase              7,528,996      5,856,239
     Commitments to sell                 16,412,993      6,186,805
Financial Futures and Options
  Contracts:
     Commitments to purchase             76,321,612     64,800,054
     Commitments to sell                 41,794,536     63,817,191
Other Futures and Options Contracts:
     Commitments to purchase              2,242,713         67,482
     Commitments to sell                  2,239,244      5,956,997
</TABLE>
 
   The gross contract amounts represent the Partnership's potential involvement
in a particular class of financial instrument (if it were to take or make
delivery on an underlying futures, forward or options contract). The gross
contract amounts significantly exceed the future cash requirements as the
Partnership intends to close out open positions prior to settlement and thus is
generally subject only to the risk of loss arising from the change in the value
of the contracts. As such, the Partnership considers the 'fair value' of its
futures, forward and options contracts to be the net unrealized gain or loss on
the contracts (plus premiums on options). Thus, the amount at risk associated
with counterparty nonperformance of all contracts is the net unrealized gain
included in the statements of financial condition. The market risk associated
with the Partnership's commitments to purchase commodities is limited to the
gross contract amounts involved, while the market risk associated with its
commitments to sell is unlimited since the Partnership's potential
 
                                       5
<PAGE>
involvement is to make delivery of an underlying commodity at the contract
price; therefore, it must repurchase the contract at prevailing market prices.
 
   At March 31, 1999 and December 31, 1998, the fair value of open futures,
forward and options contracts was:
 
<TABLE>
<CAPTION>
                                                 1999                          1998
                                       ------------------------     --------------------------
                                        Assets      Liabilities       Assets       Liabilities
                                       --------     -----------     ----------     -----------
<S>                                    <C>          <C>             <C>            <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $ 23,980      $   48,693     $  182,195     $    10,003
     Currencies                         163,665          30,290        163,687          80,275
     Other                              154,382          12,630        105,886          31,160
  Foreign exchanges
     Financial                          104,542          96,159        640,142          45,819
     Other                                9,936         176,060         61,678          98,026
Forward Contracts:
     Currencies                         191,246          75,972        445,954         746,397
Options Contracts:
  Domestic exchanges
     Financial                               --           7,875             --           2,046
     Currencies                              --          13,838             --           7,150
     Other                                   --          13,870             --           1,733
                                       --------     -----------     ----------     -----------
                                       $647,751      $  475,387     $1,599,542     $ 1,022,609
                                       --------     -----------     ----------     -----------
                                       --------     -----------     ----------     -----------
</TABLE>
 
   The following table presents the average fair value of futures, forward and
options contracts during the three months ended March 31, 1999 and 1998,
respectively.
 
<TABLE>
<CAPTION>
                                                  1999                           1998
                                       --------------------------     --------------------------
                                         Assets       Liabilities       Assets       Liabilities
                                       ----------     -----------     ----------     -----------
<S>                                    <C>            <C>             <C>            <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $  169,727      $   25,789     $  237,913      $   31,152
     Currencies                           218,370         133,603         72,917          24,244
     Other                                132,311          20,749        355,669          25,894
  Foreign exchanges
     Financial                            380,396          87,552        749,190         167,372
     Other                                 63,995         139,064        118,828          45,370
Forward Contracts:
     Currencies                           347,214         302,240        199,497         549,340
Options Contracts:
  Domestic exchanges
     Financial                                 --           5,565             --           1,022
     Currencies                                --           8,385             --           5,463
     Other                                     --           4,226             --              18
                                       ----------     -----------     ----------     -----------
                                       $1,312,013      $  727,173     $1,734,014      $  849,875
                                       ----------     -----------     ----------     -----------
                                       ----------     -----------     ----------     -----------
</TABLE>
 
                                       6
<PAGE>
      The following table presents the trading revenues from futures, forward
and options contracts during the three months ended March 31, 1999 and 1998,
respectively.
 
<TABLE>
<CAPTION>
                                         1999           1998
                                       ---------     -----------
<S>                                    <C>           <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $ (46,421)    $  (131,368)
     Currencies                           70,358         (19,218)
     Other                                79,502        (854,250)
  Foreign exchanges
     Financial                          (525,648)       (263,933)
     Other                              (173,809)         13,668
Forward Contracts:
     Currencies                          738,864        (476,758)
Options Contracts:
  Domestic exchanges
     Financial                            72,185          15,938
     Currencies                              805           3,050
     Other                                (6,940)            430
                                       ---------     -----------
                                       $ 208,896     $(1,712,441)
                                       ---------     -----------
                                       ---------     -----------
</TABLE>
                                       7
<PAGE>
              PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
                            (a limited partnership)
           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
 
Liquidity and Capital Resources
 
   The Partnership commenced trading operations on October 6, 1989 with gross
proceeds of $101,010,000. After accounting for organizational and offering
costs, the Partnership's net proceeds were $99,010,000.
 
   At March 31, 1999, 100% of the Partnership's total net asset value was
allocated to commodities trading. A significant portion of the net asset value
was held in U.S. Treasury bills (which represented approximately 76% of the net
asset value prior to redemptions payable) and cash, which are used as margin for
the Partnership's trading in commodities. Inasmuch as the sole business of the
Partnership is to trade in commodities, the Partnership continues to own such
liquid assets to be used as margin.
 
   The percentage that U.S. Treasury bills bears to the total net assets varies
each day, and from month to month, as the market values of commodity interests
change. The balance of the total net assets is held in cash. All interest earned
on the Partnership's interest-bearing funds is paid to the Partnership.
 
   The commodities contracts are subject to periods of illiquidity because of
market conditions, regulatory considerations and other reasons. For example,
commodity exchanges limit fluctuations in certain commodity futures contract
prices during a single day by regulations referred to as 'daily limits.' During
a single day, no trades may be executed at prices beyond the daily limit. Once
the price of a futures contract for a particular commodity has increased or
decreased by an amount equal to the daily limit, positions in the commodity can
neither be taken nor liquidated unless traders are willing to effect trades at
or within the limit. Commodity futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading. Such market
conditions could prevent the Partnership from promptly liquidating its commodity
futures positions.
 
   Since the Partnership's business is to trade futures, forward and options
contracts, its capital is at risk due to changes in the value of these contracts
(market risk) or the inability of counterparties to perform under the terms of
the contracts (credit risk). The Partnership's exposure to market risk is
influenced by a number of factors including the volatility of interest rates and
foreign currency exchange rates, the liquidity of the markets in which the
contracts are traded and the relationships among the contracts held. The
inherent uncertainty of the Partnership's speculative trading as well as the
development of drastic market occurrences could result in monthly losses
considerably beyond the Partnership's experience to date and could ultimately
lead to a loss of all or substantially all of investors' capital. The general
partner attempts to minimize these risks by requiring the Partnership's trading
managers to abide by various trading limitations and policies. See Note C to the
financial statements for a further discussion on the credit and market risks
associated with the Partnership's futures, forward and options contracts.
 
   Redemptions by limited partners and the general partner recorded for the
three months ended March 31, 1999 were $1,130,882 and $11,411, respectively, and
from commencement of operations, October 6, 1989, through March 31, 1999,
totalled $124,052,998 and $1,799,110, respectively. Future redemptions will
impact the amount of funds available for investment in commodity contracts in
subsequent periods.
 
   The Partnership does not have, nor does it expect to have, any capital
assets.
 
Results of Operations
 
   The net asset value per Unit as of March 31, 1999 was $237.73, a decrease of
1.09% from the December 31, 1998 net asset value per Unit of $240.34.
 
   First quarter trading resulted in net losses for the Partnership. Losses were
incurred in the financial, index, metal, soft and meat sectors. Profits were
recorded in the currency, energy and grain sectors. The Partnership experienced
losses in the financial sector due to positions in U.S. Treasury bonds and MEF
10-year bonds. Bond yields rose and consequently prices fell as the U.S. economy
continued to grow at a rapid pace. Most European and Asian stock indices
experienced solid gains following the Dow Jones Industrial Average as it rose
through the 10,000 level. As a result short index sector positions incurred
losses. The metal sector rallied during the first half of the quarter until
events in Kosovo, and NATO military attacks on
 
                                       8
<PAGE>
Yugoslavia caused a sharp reversal, resulting in losses for the Partnership. The
energy sector returned profits due to an OPEC-orchestrated rally that pushed
crude oil prices higher in February.
 
   Interest income is earned on the Partnership's investment in U.S. Treasury
bills and varies monthly according to interest rates, trading performance, and
redemptions. Interest income from U.S. Treasury bills decreased by approximately
$98,000 for the three months ended March 31, 1999 compared to the same period in
1998. The decline in interest income was the result of lower interest rates in
1999 as well as fewer funds being invested in U.S. Treasury bills as a result of
redemptions.
 
   Commissions paid to PSI are calculated on the Partnership's net asset value
on the first day of each month and, therefore, vary monthly according to trading
performance and redemptions. Commissions decreased by approximately $167,000 for
the three months ended March 31, 1999 as compared to the same period in 1998
principally due to the effect of 1998 redemptions on the monthly net asset
values as well as a reduction in the annual commission rate from 9% to 8% of the
monthly net asset values which took effect August 1, 1998.
 
   All trading decisions are currently being made by Welton Investment
Corporation ('Welton'), Eclipse Capital Management, Inc. ('Eclipse'), Trendlogic
Associates, Inc. ('Trendlogic') and Gaiacorp Ireland Limited ('Gaiacorp').
Management fees are calculated on the Partnership's net asset value allocated to
each trading manager as of the end of each month and, therefore, are affected by
trading performance and redemptions. Management fees decreased by approximately
$140,000 for the three months ended March 31, 1999 as compared to the same
period in 1998 due to the effect of redemptions on monthly net asset values as
well as a reduction in the management fee rate from a 4% annual rate to a 2%
rate on the portion of net assets that were reallocated from John W. Henry &
Company, Inc. to Welton, Eclipse, Trendlogic and Gaiacorp effective September 1,
1998.
 
   Incentive fees are based on the New High Net Trading Profits generated by
each trading manager, as defined in each Advisory Agreement among the
Partnership, the General Partner and each trading manager. Despite overall
Partnership net trading losses during the three months ended March 31, 1999 and
1998, Eclipse generated sufficient trading profits to earn incentive fees of
approximately $25,000 during 1999 and Welton generated sufficient trading
profits to earn incentive fees of approximately $8,000 during 1998.
 
   General and administrative expenses decreased by approximately $2,000 for the
three months ended March 31, 1999 as compared to the same period in 1998. These
expenses include reimbursements of costs incurred by the General Partner on
behalf of the Partnership, in addition to accounting, audit, tax and legal fees
as well as printing and postage costs related to reports sent to limited
partners.
 
Year 2000 Risk
 
   A discussion of Year 2000 risk and its effect on the operations of the
Partnership is included in the Partnership's Annual Report.
 
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.
 
                                       9
<PAGE>
                           PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings--There are no material legal proceedings pending by or
        against the Registrant or the General Partner.
 
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 April 1999, Eleanor L. Thomas and Joseph
                           A. Filicetti have been elected by the Board of
                           Directors of the General Partner as directors. In
                           addition, Mr. Filicetti has also been elected by the
                           Board of Directors as President of the General
                           Partner replacing Thomas M. Lane. Mr. Filicetti
                           joined PSI in September 1998 and is the Director of
                           Sales and Marketing for Managed Futures. Ms. Thomas
                           was elected by the Board of Directors of the General
                           Partner as Executive Vice President. Ms. Thomas
                           joined PSI in February 1993 and is primarily
                           responsible for origination, asset allocation, and
                           due diligence for Managed Futures.
 
Item 6. Exhibits and Reports on Form 8-K:
 
       (a) Exhibits
 
             4.1  Agreement of Limited Partnership of the Registrant, dated as
                  of June 8, 1989 as amended and restated as of July 21, 1989
                  (incorporated by reference to Exhibits 3.1 and 4.1 to the
                  Registrant's Annual Report on Form 10-K for the period ended
                  December 31, 1989)
 
             4.2  Subscription Agreement (incorporated by reference to
                  Exhibit 4.2 to the Registrant's Registration Statement
                  on Form S-1, File No. 33-29039)
 
             4.3  Request for Redemption (incorporated by
                  reference to Exhibit 4.3 to the Registrant's
                  Registration Statement on Form S-1, File No.
                  33-29039)
 
            27    Financial Data Schedule (filed herewith)
 
       (b) Reports on Form 8-K--
 
           No reports on Form 8-K were filed during the quarter.
 
                                       10
<PAGE>
                                   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 Capital Return Futures Fund 2, L.P.
 
By: Prudential Securities Futures Management Inc.
    A Delaware corporation, General Partner
 
     By: /s/ Steven Carlino                       Date: May 14, 1999
     ----------------------------------------
     Steven Carlino
     Vice President and Treasurer
 
                                       11