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) August 5, 2005

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

(Exact name of registrant as specified in its charter)

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

07102

(Address of Principal Executive Offices)

(Zip Code)

(973) 802-6000

(Registrant’s telephone number, including area code)

N/A

(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 7.01. Regulation FD Disclosure.

On August 5, 2005, Prudential-Bache/Watson & Taylor, Ltd.-2 (the “Partnership”) reported that it has concluded its bid process for its sole remaining property, Hampton Park, accepted a bid to sell the property and is commencing the negotiation of definitive documentation. However, there can be no assurance (i) that the sale to the bidder will be consummated or when it will be consummated, (ii) that the property can be sold at the current offered value, or (iii) of the amount of net proceeds that will be available for distribution. There is no way of knowing the amount that will be available for distribution until the Partnership has completed a final audit of its books and records and provided for all remaining outstanding claims and contingencies.

Certain statements and information included in this Form 8-K constitute forward-looking statements within the meaning of the federal securities laws and regulations. These forward-looking statements are based on current expectations, estimates and projections about future events, including but not limited to, the sale of property. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results, net value per unit, performance or achievements of the Partnership to be materially different from any future results, net value per unit, performance, or achievements expressed or implied in such forward-looking statements. These factors include, but are not limited to, the following: whether a transaction with the bidder closes at the bid price, the amount of expenses related to the sale and the reservation of amounts to pay for contingencies. The Partnership disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Although the Partnership believes its current expectations reflected in 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.

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: August 5, 2005	By:	Prudential-Bache Properties, Inc., a Delaware Corporation, managing general partner

	By:	/s/ Richard F. Welch
		Richard F. Welch Chairman of the Board of Directors, President and Chief Executive Officer

PRUDENTIAL BACHE WATSON & TAYLOR LTD 2 8-K