November 18, 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.
	Schedule TO-I/A filed by Millenium Management, LLC on
November
15, 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.

Offer to Purchase

Appendix A.  Part II

Item 2.  Properties
1. We note your response to comment 9.  We further note that as
general partner you control the information required in our
previous
comment and, as a result, you should be able to provide it so unit
holders may make an informed investment decision with respect to
your
offer having considered all material information.  Thus, please
expand your disclosure to provide disclosure that is similar to
that
required by Item 14 and 15 of Form S-11.  Refer to Item 11 of
Schedule TO and Item 1011(b) of Regulation M-A.

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.

      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

??

??

??

??

Christopher K. Davis
Millenium Management, LLC
November 18, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE