The second US Naval Observatory (USNO) CCD Astrograph Catalog, UCAC2 was released in 2003 July. Positions and proper motions for 48,330,571 sources (mostly stars) are available on 3 CDs, supplemented with Two Micron All Sky Survey photometry for 99.5% of the sources. The catalog covers the sky area from -90° to +40° declination, going up to +52° in some areas; this completely supersedes the UCAC1 released in 2001. Current epoch positions are obtained from observations with the USNO 8 inch (0.2 m) Twin Astrograph equipped with a 4K CCD camera. The precision of the positions are 15-70 mas, depending on magnitude, with estimated systematic errors of 10 mas or below. Proper motions are derived by using over 140 ground- and space-based catalogs, including Hipparcos/Tycho and the AC2000.2, as well as yet unpublished remeasures of the AGK2 plates and scans from the NPM and SPM plates. Proper-motion errors are about 1-3 mas yr-1 for stars to 12th magnitude, and about 4-7 mas yr-1 for fainter stars to 16th magnitude. The observational data, astrometric reductions, results, and important information for the users of this catalog are presented.