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): February 26, 1999
 
                    PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
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             (Exact name of Registrant as specified in its charter)
 
Texas                                           0-14397           75-1991528
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(State or other jurisdiction of               (Commission    (I.R.S. Employer
incorporation or organization)                File Number)   Identification No.)

One Seaport Plaza, New York, New York 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 or former address, if changed since last report)


Item 2. Acquisition or Disposition of Assets.
 
   On February 26, 1999, the Registrant entered into a contract to sell the
undeveloped land parcel (I35/I20) located in Dallas, Texas to Ronald A. Wisk for
a purchase price of $325,000. This is the last remaining property owned by the
Registrant. The buyer of the property is unaffiliated with the Registrant, its
affiliates, its general partners and their respective officers and directors.
 
   The sale of the property took place on March 15, 1999. It is the Registrant's
intention to distribute the proceeds from the sale and the remaining cash to
the limited partners before year-end.
 

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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.-3
(Registrant)
 
By: Prudential-Bache Properties, Inc.
    A Delaware corporation, General Partner
 
     By: /s/ Stephen A. Tolbert                   Date: March 15, 1999
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     Stephen A. Tolbert
     Vice President
     Chief Accounting Officer of the Registrant

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