UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~June~~August 35, 2005

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

& TAYLOR, LTD.-2

(Exact name of registrant as specified in its charter)

Texas (State or Other Jurisdiction of Incorporation or Organization) 0-13518 (Commission File Number) 75-1933081 (I.R.S. Employer Identification No.)

Texas

0-13518

75-1933081

(State or Other Jurisdiction of

Incorporation or Organization)

(CommissionFile Number)

(I.R.S. Employer

Identification No.)

751 Broad Street, Second Floor Newark, NJ (Address of Principal Executive Offices) 07102 (Zip Code)

751 Broad Street, Second Floor

Newark, NJ

07102

(Address of Principal Executive Offices)

(Zip Code)

(973) 802-6000

(Registrant’s telephone number, including area code)

~~One~~N/A ~~New York Plaza, 13th Floor~~

New York, NY 10292

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 57.0201. ~~Departure~~Regulation ofFD ~~Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~Disclosure.

~~Effective~~On ~~June~~August 35, 2005, Prudential-Bache/Watson ~~Securities~~& ~~Group~~Taylor, ~~Inc~~Ltd. -2 (the “~~PSG~~Partnership”), ~~being~~reported ~~the~~that it has concluded its bid process for its sole ~~shareholder~~remaining ofproperty, ~~all~~Hampton ofPark, accepted a bid to sell the ~~issued~~property and ~~outstanding~~is ~~stock~~commencing the negotiation of ~~Prudential-Bache~~definitive ~~Properties~~documentation. However, ~~Inc.~~there can be no assurance (~~“PBP”~~i) that the sale to the bidder will be consummated or when it will be consummated, (ii) that the ~~managing~~property ~~general~~can ~~partner~~be ofsold ~~Prudential-Bache/Watson~~at &the ~~Taylor~~current offered value, ~~Ltd.-2~~or (~~the “Registrant”~~iii), ~~elected~~of ~~Richard~~the F.amount ~~Welch~~of ~~and~~net ~~Wayne~~proceeds Rthat will be available for distribution. ~~Clarke~~There asis ~~Directors~~no way of ~~PBP.~~knowing Inthe ~~addition,~~amount ~~PSG~~that ~~re-elected~~will ~~Moon~~be ~~Bae~~available ~~Chung~~for asdistribution ~~Director~~until the Partnership has completed a final audit of ~~PBP~~its books and records and provided for all remaining outstanding claims and contingencies.

OnCertain ~~June~~statements 6,and ~~2005,~~information ~~Richard~~included Fin this Form 8-K constitute forward-looking statements within the meaning of the federal securities laws and regulations. These ~~Welch~~forward-looking statements are based on current expectations, ~~age~~estimates 46and projections about future events, ~~was~~including ~~elected~~but bynot limited to, the ~~Board~~sale of ~~Directors~~property. Such forward-looking statements are not guarantees of ~~PBP~~future asperformance ~~Chairman~~and involve known and unknown risks, ~~President~~uncertainties and ~~Chief~~other ~~Executive~~factors ~~Officer~~which ~~replacing~~may ~~Brian~~cause J.the ~~Martin.~~actual ~~Mr. Welch~~results, isnet ~~also~~value aper ~~Vice~~unit, ~~President~~performance or achievements of ~~Prudential~~the ~~Financial~~Partnership to be materially different from any future results, ~~Inc~~net value per unit, performance, or achievements expressed or implied in such forward-looking statements. ~~(“Prudential”)~~These factors include, ~~responsible~~but ~~for~~are not limited to, the ~~business~~following: ~~management~~whether ofa ~~its~~transaction ~~divested~~with ~~and~~the ~~discontinued~~bidder ~~products~~closes at the bid price, the amount of expenses related to the sale and ~~lines~~the reservation of ~~business~~amounts to pay for contingencies. HeThe ~~also~~Partnership ~~serves~~disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein to reflect any change in ~~various~~its expectations ~~capacities~~with regard thereto or any change in ~~certain~~events, ~~other affiliated~~conditions ~~companies.~~or Mrcircumstances on which any such statement is based. ~~Welch~~Although ~~joined~~the ~~Prudential~~Partnership believes its current expectations reflected in ~~1983~~such forward-looking statements are based upon reasonable assumptions, the Partnership can give no assurance that expectations will be attained or that actual results will not differ materially from those set forth in the forward-looking statements.

On June 6, 2005, Warren S. Hoffman, age 49, was elected by the Board of Directors of PBP as Vice President and Chief Financial Officer replacing William C. Yip. Mr. Hoffman is also a Vice President of Prudential, and is responsible for the financial reporting of its divested and discontinued products and lines of business. He also serves in various capacities in certain other affiliated companies. Mr. Hoffman joined Prudential in 1978.

On June 6, 2005, Wayne R. Clarke, age 45, was elected by the Board of Directors of PBP as Vice President. Mr. Clarke is also a Vice President of Prudential, and manages the business support functions of its divested and discontinued products and lines of business. He also serves in various capacities in certain other affiliated companies. Mr. Clarke joined Prudential in 1989, and is a Certified Public Accountant.

On June 6, 2005, Julia A. Herbert, age 47, was elected by the Board of Directors of PBP as Vice President. Ms. Herbert is also a Vice President of Prudential, and is responsible for the business management of its divested and discontinued products and lines of business. She also serves in various capacities in certain other affiliated companies. Ms. Herbert joined Prudential in 1980.

None of the foregoing directors or executive officers have engaged in any transactions with the Registrant. There are no family relationships among any of the foregoing directors or executive officers. All of the foregoing directors and executive officers have indefinite terms.

SIGNATURE

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

(Registrant)

Date: June 9, 2005			By:	Prudential-Bache Properties, Inc., a Delaware Corporation, managing general partner
Date: August 5, 2005	By:	Prudential-Bache Properties, Inc., a Delaware Corporation, managing general partner
	By:	/s/ Richard F. Welch		~~By:~~	~~/s/ Warren S. Hoffman~~
					Warren S. Hoffman Chief Financial Officer and Vice President
		Richard F. Welch Chairman of the Board of Directors, President and Chief Executive Officer

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