The UCAC2 is the second release of the ongoing UCAC project, designed to observe the entire sky for R magnitudes of about 7.5 to 16. The observed positional errors are about 20 mas for the stars in the 10-14 magnitude range, and about 70 mas at the limiting magnitude of R~16. For up-to-date information on the project, see the UCAC web page at http://ad.usno.navy.mil/ucac/ . This web page will also serve as the location that the UCAC team will post addenda to the UCAC2 catalog. The UCAC2 is a high density, highly accurate, astrometric catalog of 48,330,571 stars covering the sky from -90 to +40 degrees in declination and going up to +52 degrees in some areas. The northern limit is a function of right ascension. Proper motions and photometry are provided for all stars. Positions and proper motions are on the ICRS (International Celestial Reference System) and given at the epoch J2000.0. The UCAC2 has a number of major differences with respect to UCAC1. These differences include: - much larger sky coverage - reduced systematic errors of CCD observations - positions given at a standard epoch (J2000.0) - the addition of several new catalogs for improved proper motions - photometry in the J, H, and K_s bands from the 2MASS project Additional details of the data are found in Sections 3, 4, and 5 of the "readme.txt" file. UCAC2 is the last intermediate data release before the final, all sky catalog will be constructed. Observations will end around mid 2004; the final catalog is expected out in 2005. The UCAC project, observations, and first data release are described in detail in the paper Zacharias et al. AJ 120, 2131 (2000). Versions of that and other related papers are placed on the UCAC Web page (http://ad.usno.navy.mil/ucac/). The paper describing UCAC2 is in preparation (AJ, 2003); some further details can be found in the "readme.txt" file. Notice: The data are freely available; however, any publication utilizing these data should make proper reference to the project and papers.