October 21, 2005

By Facsimile (626) 585-5929 and U.S. Mail

Christopher K. Davis
Millenium Management, LLC
199 S. Los Robles Ave., Suite 200
Pasadena, California 91101

RE:	Secured Investment Resources Fund, L.P. II
	Schedules TO-I and 14D-9 filed by Millenium Management, LLC
		on October 13, 2005
      File No. 005-80677

Dear Mr. Davis:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Offer to Purchase

Cover page
1. Please clarify the fourth sentence of the first full paragraph
on
the cover page.  Currently, it may be confusing due to the use of
the
words "...or and..."
2. We note in section 6 of the Details of the Offer, that the
offer
price is subject to a reduction equal to any distribution made by
the
partnership prior to the expiration date of the offer.  Please
revise
your cover page and summary to state this possible offer price
adjustment.

Summary of the offer, page 1
3. We note your statement, at the end of page 2, that some of the
terms and the conditions to the offer are not summarized in this
section.  Please revise to include a summary term sheet that
complies
with the requirements of Item 1001 of Regulation M-A.

Certain information concerning the partnership, page 8
4. Revise your disclosure to reflect the new address of the SEC at
Station Place, 100 F Street, N.E., Washington, D.C. 20549.

Determination of offer price, page 9
5. In the paragraph captioned "Purchaser`s estimate of property
values," please explain the disclosure regarding the deduction of
assumed recurring replacements of $400.  Is this a deduction per
unit
in each property?  Is it a reduction in the net operating income
per
square foot?  Also, reconcile this disclosure with the statement
in
the same paragraph that purchaser "deducted 5% of pro forma NOI
for
assumed replacements."

Certain information concerning the purchaser, page 14
6. Please revise to explain your use of the word "unrepaid" in the
fifth full paragraph in this section.

Effects of the offer, page 16
7. We note that the partnership agreement prohibits the transfer
of
units if the transfer would result in 50% or more of then units
being
transferred in a 12-month period.  We also note that your previous
tender offer in April 2005 resulted in your acquisition of
approximately 27.8% of the units.  If your current offer is fully
accepted, the partnership will have effected the transfer of
approximately 48% of the units in less than 12 months, in addition
to
any other unit transfers that occurred during this period.  Please
tell us, with a view toward revised disclosure, what steps you
would
take if you are unable to accept tendered units as a result of
this
transfer limitation.
8. In the paragraph captioned "Influence over Future Voting
Decisions," disclose the total percentage of units you and your
affiliates would hold if the offer was fully successful.





Part II

Item 2.  Properties
9. Please expand the discussion of the Sunwood Village Apartments,
the Oak Terrace Retirement Apartments and Bayberry Crossing
Shopping
Center to provide disclosure that is similar to that required by
Item
14 and 15 of Form S-11.  See Section III.B.1 of Release No. 34-
43069
for guidance.  For example, it does not appear that your
disclosure
includes the occupancy rate of the Sunwood Village Apartments or
the
average effective annual rental per square foot for each of the
last
five years for any of the properties.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need
to be sent to unit holders.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the bidder is in possession of all
facts
relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide,
in writing, a statement from Millenium Management acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pamela Carmody, Special Counsel, at (202) 551-3265.
You
may also contact me via facsimile at (202) 772-9203.  Please send
all
correspondence to us at the following ZIP code: 20549-3628.

								Sincerely,



								Daniel F. Duchovny
								Attorney-Advisor
								Office of Mergers &
Acquisitions

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Christopher K. Davis
Millenium Management, LLC
October 21, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE