FORM 10-K 	SECURITIES AND EXCHANGE COMMISSION 	Washington, D.C. 20549 [X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) 	OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 1998 OR [ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 	SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number 0-14542 SECURED INVESTMENT RESOURCES FUND, L.P. (Exact name of registrant as specified in its charter) Kansas 48-0979566 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5453 W. 61st Place, Mission, Kansas 66205 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (913) 362-0200 Securities registered pursuant to Section 12(b) of the Act: 	 None Securities registered pursuant to Section 12(g) of the Act: 	Limited Partnership Interests ("Units") Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 	PART I Item 1.	Business Secured Investment Resources Fund, L.P. ("Partnership") is a Kansas limited partnership formed pursuant to the Kansas Revised Uniform Limited Partnership Act on March 30, 1984. James R. Hoyt is the Individual General Partner and Secured Investment Resources, Inc., a Kansas corporation, is the Corporate General Partner. The Partnership was formed with the intent to engage in the business of acquiring, improving, developing, operating and holding for investment, income producing properties with the objectives of (i) preserving and protecting the Partnership's capital; (ii) providing capital gains through potential appreciation; (iii) providing quarterly "tax sheltered" cash distributions from operations; (iv) generating tax losses in excess of tax shelter distributions, which may be used to offset taxable income from other sources; and (v) increasing equity through the reduction of mortgage loans on Partnership properties. The term of the partnership is sixty (60) years from the date of the Partnership Agreement of October 1, 1984, or the date of which all the assets acquired by the Partnership are sold or converted to cash. On August 31, 1986, the Partnership closed its offering, having received gross proceeds of $12,434,750 from the sale of 24,869.5 units of limited partnership interests. This amount includes the purchase of 190 units by the Corporate General Partner. The Partnership acquired two garden-style apartment communities in 1985 and three commercial strip shopping centers in 1986. The General Partners feel that all of these properties met the Partnership's investment criteria and objectives. Total rent charges for Sampler Shoppes, Inc. (SSI), the anchor tenant at Foothills Village Shopping Center, represented approximately 6.0% and 9.0% of Partnership rent revenues for the years ended December 31, 1997 and 1996, respectively. As of December 31, 1998, the Partnership has made cash distributions to Limited Partners of approximately $5,343,000 for the period June 1, 1985 through December 31, 1998. No distributions have been made since January 1990. Future distributions will only be made from excess cash flow not needed for working capital reserves. Item 1.	Business--Cont'd. As of December 31, 1998, the Partnership had no employees. Employees of SPECS, Inc. provide services to the Partnership (as described in Note D). James R. Hoyt, a General Partner, is the principal and owner of 100% of SPECS, Inc. as of December 31, 1998. Competition The real estate business is highly competitive and the Partnership competes with numerous entities engaged in real estate activities, some of which have greater financial resources than those of the Partnership. The Partnership's management believes that success against such competition is dependent upon the geographic location of the property, the performance of property managers, the amount of new construction in the area and the maintenance and appearance of the property. With respect to residential property, competition is also based upon the design and mix of the units and the ability to provide a community atmosphere for the tenants. The Partnership's management believes that general economic circumstances and trends and new properties in the vicinity of each of the Partnership's properties will also be competitive factors. Inflation The effects of inflation on the Partnership's operations or investments are not quantifiable. Revenues from property operations fluctuate proportionately with increases and decreases in housing costs. Fluctuations in the rate of inflation also affect the sales values of properties and, correspondingly, the ultimate gains to be realized by the Partnership from property sales. Item 2.	Properties. The following table sets forth the investment portfolio of the Partnership at December 31, 1998: Average Occupancy(*) Property Description Initial Cost Date Acquired Percentage 1998 1997 The Colony Apartments(A) 140 units $5,940,707 Oct. 16, 1989 77% 87% Burlington, NC Cascade Apartments 86 units $2,584,253 Dec. 7, 1989 97% 93% Topeka, KS Hidden Valley Exchange 27,200 Sq.Ft. $2,013,709 Sep. 30, 1986 67% 74% Shopping Ctr. Independence, MO Market Square Shopping Ctr.(A) 12,782 Sq.Ft. $1,414,510 Nov. 18, 1986 94% 87% Overland Park, KS (*) Based upon vacancy amount (in dollars) as a percent of gross possible rents. (Gross possible rents is calculated by multiplying established market rates for each unit type by the total unit mix). 	The encumbrances against each property are discussed in Note C to the Partnership's consolidated financial statements. (A)	As discussed in Note L to the Partnership's consolidated financial statements, in January, 1999 the Colony Apartments were sold and the Market Square Shopping Center transferred ownership to its lender. Item 3.	Legal Proceedings. None. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5.	Market for Registrant's Common Equity and Related Security Holder Matters. (A)	There is no established public trading market for the Units of the Partnership. (B) There have been no distributions in the last eight (8) years. (C) As of December 31, 1998, the Partnership had admitted 1,297 Limited Partners who purchased 24,869.5 units. Item 6.	Selected Financial Data. For The Years Ended December 31, OPERATING DATA	 1998(4) 1997 1996 1995 1994 (In Thousands) Rents $ 1,644 $ 2,082 $ 2,225 $ 2,235 $ 2,116 Maintenance Escalations and Other Income 116 66 74 91 91 Property Operating and Administrative Exp 899 979 997 1,009 910 Depreciation/ Amortization 410 558 624 627 590 Net Operating Income 451 611 678 690 707 Interest Expense 769 1,003 1,202 1,175 1,208 Net Income/Loss before extraordinary gain (318) (392) (524) (485) (501) Foreclosure Gain(3) -- 90 -- -- -- Partnership Loss $ (318) $ (302) $ (524) $ (485) $ (501) PER LIMITED PARTNERSHIP UNIT Operating Loss $ (12.65) $ (15.58) $ (20.88) $ (19.32) $ (19.94) Extraordinary Gain -- 3.57 -- -- -- Partnership Loss (1) $ (12.65) $ (12.01) $ (20.88) $ (19.32) $ (19.94) Cash Distributions(2) $ --- $ --- $ --- $ --- $ --- BALANCE SHEET DATA 1998(4) 1997 1996 1995 1994 (In Thousands) Total Assets $ 7,664 $ 7,855 $ 11,968 $ 12,398 $ 12,973 Mortgage Debt 8,130 8,246 11,952 11,826 11,576 Item 6.	Selected Financial Data--Cont'd. (1)	Partnership loss per limited partnership unit is computed by dividing loss allocated to the Limited Partners by the weighted average number of limited partnership units outstanding. Per unit information has been computed based on 24,869.5 weighted average limited partnership units outstanding. (2)	Cash distributions per limited partnership unit have been computed by dividing distributions paid to the Limited Partners by 24,869.5 weighted average limited partnership units outstanding. (3)	In August 1997, Foothills Village Shopping Center was foreclosed by the mortgage holder of the property. As a result of the foreclosure, approximately $90,000 was treated as a gain on disposition of the asset. (4)	In January 1999, the Partnership sold the Colony Apartments and transferred ownership of the Market Square Shopping Center to its lender. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations 1998 vs 1997 Revenue for the Partnership (excluding revenues attributed to the Foothills Village Shopping Center, which before its foreclosure in 1997 and had revenue of $377,000) decreased in 1998 to $1,760,000 as compared to $1,771,000 in 1997. This represented a decrease of $11,000 or 0.6%. Residential properties revenue increased in 1998 primarily as a result of increases in the rental rate and improving occupancy. Commercial properties revenue decreased in 1998 primarily due to tenant relocation and tenant eviction. Management has obtained leases for the vacant space after only four months and commercial properties revenue should increase dramatically in 1999. Operating costs (net of the Foothills operating costs of $109,000 in 1997) increased in 1998 by $28,000 to $898,000 from $870,000, or an increase of 3.2%. Depreciation and amortization for 1998 decreased by $17,000 to $410,000 for 1998 compared to $427,000 for 1997 (net of the Foothills depreciation of $131,000 for 1997). Interest for 1998 increased for the partnership by $5,000 to $769,000 for 1998 form $764,000 for 1997 (net of the Foothills interest of $239,000 for 1997). Residential operating costs generally decreased due to a decrease in insurance, repairs and maintenance and utilities. Commercial properties operating costs generally increased primarily due to legal expenses relating to collection, eviction, increases in commissions paid for new leases, and utilities expense paid by the properties during the period of low occupancy. The net result to the Partnership was a decrease in the net loss from continuing properties of $317,900 in 1998 as compared to $391,000 in 1997. Management believes that revenue on the remaining properties will be up significantly over 1998 levels. Operating expenses in 1999 will be up slightly from 1998 due primarily to increased operating costs incurred in conjunction with scheduled rent increases. Interest expense on mortgage notes is expected to increase slightly from 1998 levels. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. Results of Operations--Cont'd. 1998 vs 1997--Cont'd. Early in 1999, the Partnership sold the Colony Apartments and conveyed the Market Square Shopping Center it its lender. In addition, the Partnership refinanced the Cascade Apartments and renegotiated the debt on Hidden Valley Shopping Center. These steps should greatly enhance the results of operation for the Partnership in 1999. The Partnership expects to realize again on the sale of the Colony Apartments and the conveyance of the Market Square Shopping Center of approximately $1,300,000. The remaining properties are budgeted to produce net operating income. 1997 vs 1996 Revenue for the Partnership decreased in 1997 to $2,148,000 as compared to $2,299,000 in 1996. This represented a decrease of $151,000 or 6.0%. The operating costs other than depreciation and amortization decreased in 1997 over 1996 (1.7%) from $997,000 to $979,000. Interest expense was down from 1996 by $199,000 (.1%). Depreciation and amortization for 1997 decreased by $66,000 (10%) over 1996 depreciation of $420,000. The net result to the Partnership was a decrease in the loss of $133,000 (.2%) over 1996 levels. The decrease in operating expense is primarily attributed to administrative expenses (in particular, legal and accounting) and common area maintenance expenses for the shopping centers (in particular, snow removal as a result of less snow falls and utilities due to higher occupancy levels). The Partnership anticipates that the operating results will improve during 1999. The general partner anticipates that the Fund will achieve higher occupancy levels, increased rental rates, decreased rent promotions and will begin a closer monitoring of operating expenses. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. Liquidity and Sources of Capital During 1998, the Partnership's primary source of cash flows was from operations, which provided $235,000 of funds. Property improvements utilized $62,000 of these funds and $123,000 was used for debt reduction. The net effect was an increase in cash of $20,000 at year end. The continuing trend of increasing occupancy levels at Cascade Apartments and the expected increase at Hidden Valley and higher rental rates should continue through 1999 and improve cash flow from operations. Subsequent to year end, the Partnership has sold Market Square Shopping Center and the Colony Apartments. The Partnership re- negotiated the mortgage on the Hidden Valley Exchange Shopping Center. In addition, the Partnership has refinanced the Cascade Apartments. These transactions will reduce the required loan payments and improve the cash flow of the Partnership. The Cascade Apartments refinancing included the obtaining of a $2,400,000 loan with interest at 8.375% which is due with a ten year term. The annual debt service remains consistent with the previous loan. The General Partners' believe that as a result of expected higher occupancies, increasing rental rates, and decreasing operating expenses the Partnership will realize improving liquidity. This trend, plus the disposition of marginal properties, should result in improved liquidity in 1999. During 1997,the Partnership's primary source of cash flow was from operations, which provided $218,000 of funds. Property improvements utilized $70,000 of these funds, and $155,000 was used for debt reduction. The net effect was an increase in cash of $10,000 at year end. The trend of higher occupancy levels and higher rental rates that began several years ago should continue through 1998 and improve cash flow from operations. Item 7. Management's Discussion and Analysis of Financial Condition and 		Results of Operations.--Cont'd. Liquidity and Sources of Capital--Cont'd. Anticipating expenditures during 1999 include re-roofing Cascade Apartments and tenant improvements at Hidden Valley Shopping Center due to new leases and expansion of existing tenants. Tenant improvement expenses are projected to be approximately $20,000. Occupancy at Hidden Valley is expected to increase from 67% to 75% during 1999. During 1996, the Partnership's primary source of cash flow was from borrowing/refinancing of long term debt of $118,000 net of repayments. Operations provided $68,000 of funds. Property improvements utilized $200,000 of these funds, of which $58,000 was provided by restricted deposits for capital improvements. The net effect was an increase in cash of $46,000 at year end. The General Partners' believe that sufficient working capital will be available to fund known, on-going operating and capital expenditure requirements for the Partnership during 1999. The Partnership expects continued increased rental income from the residential properties due to ongoing scheduled rental increases. It is also anticipated that occupancy will remain stable on the commercial properties. On August 27, 1997 foreclosure proceedings were instituted on behalf of the mortgage holders of the property known as Foothills Village Shopping Center. The property was subject to a first mortgage in the amount of $2,577,000, plus accrued interest of $19,000 and a second mortgage of $969,000, plus accrued interest of $86,000. The fund's basis in the property at the time of the foreclosure, net of depreciation and other items, was $3,565,000. The Partnership recorded a one-time gain on the foreclosure in the amount of $90,000. On May 28, 1996, the Partnership signed a note, collateralized by a second mortgage on The Market and Hidden Valley Exchange, in the amount of $410,000 at 7% interest. The proceeds of this note were used to pay delinquent real estate taxes for The Market and Hidden Valley Exchange as well as accrued interest and related loan costs. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. Liquidity and Sources of Capital--Cont'd. The General Partners' have evaluated the property portfolio and have determined it was prudent to offer to dispose of one or some of the properties. The Partnership sold the Colony Apartments in early 1999 and released the underperforming Market Square Shopping Center. The gain on the sale and the elimination of the underperforming property will improve operating results and liquidity in 1999. Any unleveraged portion of the net sales proceeds will generate additional working capital. The General Partners have determined it prudent to discontinue cash distributions, until such time that adequate working capital reserves are available. No distributions have been made since 1990. Year 2000 The Partnership is currently dependent upon the General Partners and SPECS, Inc. ("SPECS") for management and administrative services. The General Partners and SPECS have modified their software so that the computer systems are functioning properly with respect to dates in the year 2000 and thereafter (the "Year 2000 Issue"). During 1999, the General Partners and SPECS, Inc. did install a Year 2000 compliant software system, on the properties. The cost of the conversion was not material. The General Partners believe that with the modifications to existing software and the conversion to the new software, the Year 2000 Issue did not and will not pose significant operational problems for its computer systems. Inflation The effects of inflation on the Partnership's operations or investments are not quantifiable. Revenues from property operations fluctuate proportionately with increases and decreases in housing costs. Fluctuations in the rate of inflation also affect the sales values of properties and, correspondingly, the ultimate gains to be realized by the Partnership from property sales. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. New Accounting Standards In April 1998, the Accounting Standards Executive Committee issued Statement of Position 98-5 Reporting on the Costs of Start-Up Activities. SOP 98-5 provides guidance on the financial reporting of start up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. The SOP broadly defines start-up activities and provides examples to help entities determine what costs are and are not within the scope of this SOP. The SOP applies to all nongovernmental entities and, in general, is effective for financial statements for fiscal years beginning after December 15, 1998. The Partnership is not in its start-up phase and thus does not expect this SOP to have a significant effect on its financial statement when it becomes effective in calendar 1999. In June 1998, the Financial Accounting Standards Board Issued SFAS 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Historically, the Partnership has not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, the Partnership does not expect adoption of the new standard on January 1, 2001 to affect its financial statements. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. Quantitative and Qualitative Disclosure about Market Risk The Partnership is exposed to interest rate changes primarily as a result of its real estate mortgages. The Partnership's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives, the Partnership borrow at fixed rates. The Partnership does not enter into derivative or interest rate transactions for any purpose. Item 8.	Financial Statements and Supplementary Data. SECURED INVESTMENT RESOURCES FUND, L.P. Index Page Report of Independent Certified Public Accountants 15 Financial Statements: Consolidated Balance Sheets - December 31, 1998 and 1997 16-17 Consolidated Statements of Operations - Years Ended December 31, 1998, 1997 and 1996 18 		Consolidated Statements of Partnership Capital 		(Deficit)- Years Ended December 31, 1998, 1997 and 1996 19 Consolidated Statements of Cash Flows - Years Ended December 31, 1998, 1997 and 1996					 20-21 Notes to Consolidated Financial Statements 22-34 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Partners Secured Investment Resources Fund, L.P. Mission, KS We have audited the accompanying consolidated balance sheets of Secured Investment Resources Fund, L.P. as of December 31, 1998 and 1997, and the related consolidated statements of operations, partnership capital (deficit) and cash flows for each of the three years in the period ended December 31, 1998. We have also audited the schedules listed in the accompanying index. These financial statements and schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedules based upon our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedules. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Secured Investment Resources Fund, L.P. at December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. Also in our opinion, the schedules present fairly, in all material respects, the information set forth therein. s/ BDO Seidman, LLP St. Louis, Missouri February 17, 1999 SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED BALANCE SHEETS December 31, 1998 1997 ASSETS INVESTMENT PROPERTIES (Notes B, C and L) Land and buildings $11,766,260 $11,750,152 Furniture, fixtures and equipment 957,325 910,967 12,723,585 12,661,119 Less accumulated depreciation and allowance for losses 5,595,492 5,191,706 7,128,093 7,469,413 Cash 237,790 217,424 Rents and other receivables, less allowance of $28,886 in 1998 and $36,950 in 1997 (Notes F and I) 94,583 15,425 Debt issuance costs, net of accumulated amortization of $102,232 in 1998 and $95,733 in 1997 135,195 124,284 Commercial commissions, deposits and other 18,833 7,415 Restricted deposits 49,777 20,626 536,178 385,174 $ 7,664,271 $ 7,854,587 SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED BALANCE SHEETS--CONT'D. 						 December 31, 1998 1997 LIABILITIES AND PARTNERSHIP CAPITAL (DEFICIT) Mortgage Debt (Note C and L) $ 8,130,362 $ 8,246,116 Accrued interest 216,262 93,187 Accounts payable and accrued expenses (Note G) 196,813 83,055 Due to related parties (Note D) 146,613 136,646 Unearned revenue 9,635 9,561 Tenant security deposits 53,439 56,924 TOTAL LIABILITIES 8,753,124 8,625,489 Commitments and Contingencies (Notes F, I and L) PARTNERSHIP CAPITAL (DEFICIT) General Partners Capital contribution 1,000 1,000 Partnership deficit (66,986) (63,806) (65,986)	 (62,806) Limited Partners Capital contributions 5,608,838 5,608,838 Partnership deficit (6,631,705) (6,316,934) (1,022,867)	 (708,096) TOTAL PARTNERSHIP CAPITAL (DEFICIT) (1,088,853) (770,902) $ 7,664,271 $ 7,854,587 See notes to consolidated financial statements SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS 	 Years Ended December 31, 1998 1997 1996 REVENUES Rents $ 1,644,364 $ 2,081,994 $ 2,224,610 Interest 3,967 3,944 4,990 Maintenance escalations 111,545 62,293 68,992 1,759,876 2,148,231 2,298,592 OPERATING AND ADMINISTRATIVE EXPENSES Property operating expenses 638,399 756,849 753,457 General and administrative expenses 35,017 47,655 50,846 Professional services (Note D) 142,415 70,091 89,990 Management fees (Note D) 82,703 104,534 102,613 Depreciation & amortization 410,375 557,765 623,856 1,308,909 1,536,894 1,620,762 NET OPERATING INCOME 450,967 611,337 677,830 NON-OPERATING (EXPENSES) Interest (768,918) (1,002,804) (1,202,257) (317,951) ( 391,467) ( 524,427) EXTRAORDINARY ITEM Gain on foreclosure (Note J) 89,719 - PARTNERSHIP LOSS $ (317,951) $ (301,748) $ (524,427) Allocation of loss: General Partners $ (3,180) $ (3,017) $ (5,244) Limited Partners (314,771) (298,731) (519,183) $ (317,951) $ (301,748) $ (524,427) Partnership loss per limited partnership unit Operating Loss		 $ (12.65) $ (15.58) $ (20.88) Extraordinary Gain --- 3.57 --- $ (12.65) $ (12.01) $ (20.88) See notes to consolidated financial statements. SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT) Years Ended December 31, 1998, 1997 and 1996 General Limited Partners Partners Total Balances at January 1, 1996 	$ (54,545) $ 109,818 $ 55,273 Partnership loss (5,244) (519,183) (524,427) Balances at December 31, 1996	 (59,789) (409,365) (469,154) Partnership loss (3,017) (298,731) (301,748) Balances at December 31, 1997 (62,806) (708,096) (770,902) Partnership loss (3,180) (314,771) (317,951) Balances at December 31, 1998 $ (65,986) $ (1,022,867) $ (1,088,853) See notes to consolidated financial statements SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 1998 1997 1996 OPERATING ACTIVITIES Partnership loss $ (317,951) $ (301,748) $ (524,427) Adjustments to reconcile partnership loss to net cash provided by operating activities: Depreciation and amortization 410,375 557,765 623,856 Gain on Foreclosure --- (89,719) --- Provisions for losses on rents and other receivables 15,426 31,550 44,725 Changes in assets and liabilities: Rents and other receivables (94,585) (36,739) (36,610) Prepaid expenses --- 368 7,889 Commercial commissions, deposits and other (11,418) 9,600 (2,445) Accounts payable and accrued expenses 113,758 1,348 (133,830) Accrued interest 123,075 73,009 33,950 Unearned revenue 74 (8,672) 59,250 Tenant security deposits (3,485) (18,561) (3,898) NET CASH PROVIDED BY OPERATING ACTIVITIES 235,269 218,201 68,460 INVESTING ACTIVITIES Improvements to investment properties (62,466) (69,991) (199,542) Restricted deposits (29,150) (30,906) 58,194 NET CASH USED IN INVESTING ACTIVITIES (91,616) (100,897) (141,348) SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS--CONT'D. Years Ended December 31, 1998 1997 1996 FINANCING ACTIVITIES Borrowings under debt arrangements $ - $ - $ 2,017,300 Debt issuance costs (17,500) (30,632) (13,842) Advances (to) from related parties 9,967 79,230 6,494 Principal payments on debt (115,754) (155,452) (1,891,504) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 	 (123,287) (106,854) 	 118,448 INCREASE IN CASH 20,366 10,450 45,560 CASH BEGINNING OF YEAR		 217,424 206,974 	 161,414 CASH END OF YEAR $ 237,790 $ 217,424 $ 206,974 See notes to consolidated financial statements. SECURED INVESTMENT RESOURCES FUND, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A--SIGNIFICANT ACCOUNTING POLICIES Organization and Business--Secured Investment Resources Fund, L.P. (the Partnership) is a Kansas limited partnership formed pursuant to the Kansas Revised Uniform Limited Partnership Act on March 30, 1984. The General Partners' and Limited Partners' interest in Partnership earnings or loss initially amounts to 1% and 99%, respectively. The allocation of the 1% interest between the General Partners is discretionary. At such point in time cash distributions to the Limited Partners amount to their original invested capital plus interest at a rate of the greater of 8% or the increase in the consumer price index per annum, cumulative non-compounded on their adjusted invested capital, earnings or loss will be allocated 15% to the General Partners and 85% to the Limited Partners. Consolidated Limited Partnerships To satisfy current real estate lending requirements that real estate assets be in single asset partnerships, the Partnership has formed two single asset partnerships. Cascade Joint Venture L.P., a Kansas limited partnership was formed on December 28, 1993 and Colony Joint Venture, L.P., a Kansas limited partnership was formed on September 14, 1994. These partnerships retained the same partnership structure as Secured Investment Resources Fund, L.P., with Secured Investment Resources Fund, L.P. being the sole Limited Partner. The General Partners of Cascade Joint Venture L.P. and Colony Joint Venture, L.P. are identical to the General Partners of Secured Investment Resources Fund, L.P. The result of operations and balance sheet of these single asset partnerships have been consolidated with the Partnership. All significant inter-company transactions have been eliminated. Investment Properties--Investment properties consist of two residential complexes and two commercial shopping centers and are stated at cost. In accordance with the Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", the Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. Costs of investment properties that have been permanently impaired have been written down to appraised value. No adjustments for impairment of value were necessary for the years ending December 31, 1998 or 1997. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONT'D Revenue Recognition--The Partnership has leased substantially all of its investments in real estate under operating leases. Revenue is recognized in the month earned for rent. Advertising Costs--The Partnership expenses advertising costs as incurred. Depreciation--Investment property is depreciated on a straight-line basis over the estimated useful life of the property (30 years for buildings and 5 years for furniture, fixtures and equipment). Improvements are capitalized and depreciated over their estimated useful lives. Maintenance and repair expenses are charged to operations as incurred. Income Taxes--Any tax liabilities or benefits arising from Partnership operations are recognized individually by the respective partners and, consequently, no provision will be made by the Partnership for income taxes or income tax benefits. Partnership Loss Per Limited Partnership Unit--Partnership loss per limited partnership unit is computed by dividing loss allocated to the Limited Partners by the weighted average number of limited partnership units outstanding. Per unit information has been computed based on 24,869.5 weighted average limited partnership units outstanding. Debt Issuance Costs--Loan costs are capitalized by the Partnership and are amortized over the term of the related loan. Accounting Estimates--The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONT'D New Accounting Standards--In April 1998, the Accounting Standards Executive Committee issued Statement of Position 98-5 Reporting on the Costs of Start-Up Activities. SOP 98-5 provides guidance on the financial reporting of start up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. The SOP broadly defines start- up activities and provides examples to help entities determine what costs are and are not within the scope of this SOP. The SOP applies to all nongovernmental entities and, in general, is effective for financial statements for fiscal years beginning after December 15, 1998. The Partnership does not expect this SOP to have a significant effect on its financial position or operating results when it becomes effective. In June 1998, the Financial Accounting Standards Board Issued SFAS 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS 133 as amended is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Historically, the Partnership has not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, the Partnership does not expect adoption of the new standard on January 1, 2001 to affect its financial statements. Reclassification--Certain reclassifications have been made to the 1996 and 1997 Financial Statement. These reclassifications had no effect on the results of operations. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE B--INVESTMENT PROPERTIES Investment properties consist of the following: December 31, 1998 1997 Cost (including capital improvements subsequent to acquisition): The Colony Apartments	 		$ 6,408,150 $ 6,380,600 Cascade Apartments			 2,739,952 2,713,277 Hidden Valley Exchange S.C. 2,135,648 2,130,407 Market Square Shopping Center 1,437,163 1,434,163 Other 2,672 2,672 12,723,585 12,661,119 Less Accumulated depreciation	 	 (5,190,492) (4,786,706) Allowance for losses			 (405,000) (405,000) $ 7,128,093 $ 7,469,413 During 1990, the Partnership reduced the carrying value of its commercial property portfolio to reflect real estate market conditions. This change is reflected in Allowance for Losses on Investment Properties. Depreciation expense was $403,786, $525,259 and $589,250 for the years ended December 31, 1998, 1997, and 1996. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE C--MORTGAGE DEBT Non-recourse mortgage debt consists of the following: December 31, 1998 1997 Collateralized by Investment Property First Mortgages Hidden Valley Exchange S.C. $ 801,190 $ 807,348 The Market Square/Hidden Valley 1,553,631 1,577,536 The Colony Apts. 3,577,418 3,619,623 Cascade Apts. 1,788,123 1,831,609 Second Mortgages The Market Square/Hidden Valley 410,000 410,000 $ 8,130,362 $ 8,246,116 Hidden Valley Exchange Shopping Center (Hidden Valley) and Market Square Shopping Center (The Market) In February 1993, a $750,000 note, collateralized by Hidden Valley and assignment of its rents and leases, was increased to $820,000 and converted to a mortgage payable with interest charged at 8.5%. This loan requires monthly principal and interest payments of $6,266 with the final payment due September 2000. Also in February 1993, a $1,650,000 note, collateralized by Hidden Valley and The Market, was increased to $1,800,000 and converted to a mortgage payable. In August of 1995 an advance on the $1,800,000 note brought the balance to $1,825,696. This loan is payable at 7.0% interest with monthly principal and interest of $11,426 through the maturity date of June 2001. On May 28, 1996, the Partnership signed a note, collateralized by a second mortgage on The Market and Hidden Valley Exchange, in the amount of $410,000 at 7% interest. The proceeds of this note were used to pay delinquent real estate taxes for The Market and Hidden Valley Exchange as well as accrued interest and related loan costs. The loan was due on June 25, 1998, and as discussed in Note L, was paid subsequent to December 31, 1998. The Partnership is in violation of covenants on the above notes which require certain financial reports to be filed within 120 days after year end. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE C--MORTGAGE DEBT--CONT'D. The Colony Apartments (The Colony) On January 17, 1995, the purchase money note in the amount of $3,500,000 was retired through the issuance of a new mortgage. This new mortgage in the original amount of $3,728,000 is due in February, 2005. The interest rate is fixed for the term of the loan at 10.09%, with monthly principal and interest payments of $34,113. As discussed in Note L, this mortgage was paid off subsequent to December 31, 1998. Cascade Apartments (Cascade) A 9.875% note is collateralized by Cascade. Both principal and interest payments are made in an amount necessary to amortize the $2,100,000 loan over 25 years with the unpaid principal due on the maturity date of March 1, 1995. The loan is in default; however, the lender has given a verbal commitment to extend the mortgage on a month-to-month basis. The Partnership will make monthly principal, interest and escrow payments of $21,733 until permanent financing is found. Cash paid for interest totaled $645,844, $1,037,713 and $1,168,308 during 1998, 1997, and 1996, respectively. Maturities of mortgage debt are as follows: Year 1999 $ 2,294,599 2000 881,288 2001 1,551,247 2002 69,110 2003 69,110 Thereafter 3,265,008 TOTAL $ 8,130,362 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE D--RELATED PARTY TRANSACTIONS SPECS, Inc., a Kansas Corporation in which the individual General Partner had a minority interest during 1996 and 1997 and owned 100% in 1998, receives property management fees for providing property management services. SPECS, Inc. also performs various professional services for the Partnership, primarily tax accounting, audit preparation, SEC 10Q and 10K preparation, and investor services. Amounts paid by the Partnership to SPECS, Inc. are as follows: Years Ended December 31, 1998 1997 1996 Property management fees 		$ 82,703 $104,534 $102,613 Professional Services 70,418 66,931 47,168 $153,121 $171,465 $149,781 The General Partners are entitled to receive a Partnership Management Fee equal to 5% of Cash Flow From Operations (as defined) for managing the day to day operations of the Partnership excluding those related to Hidden Valley and The Market Management Fee is equal to 3% of Cash Flow From Operations. Management Fees due to SPECS, Inc. were $1,192 and $7,257 for the years ending December 31, 1998 and 1997. Amounts due from (to) related parties consist of the following: Years Ended December 31, 1998 1997 SIR, Inc. $ 30,198 $ 28,063 Secured Investment Resources Fund, L.P. II (94,623) (5,000) Secured Investment Resources Fund, L.P. III --- (85,693) SPECS, Inc. (82,188) (74,016) Due From (To) Related Parties $ (146,613) $ (136,646) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE E--CASH DISTRIBUTIONS No distributions have been made since January 1990. Future distributions will be made only from excess cash flow not needed for working capital reserves. NOTE F--PARTNERSHIP LIQUIDITY The Partnership operates within the real estate industry and is subject to its economic forces, which contributes additional liquidity risk to the Partnership's investment portfolio. These risks include, but are not limited to, changes in general or local economic conditions, changes in interest rates and the availability of permanent mortgage financing which may render the acquisition, sale or refinancing of a property difficult or unattractive, changes in real estate and zoning laws, increases in real estate taxes, federal or local economic or rent controls, floods, earthquakes and other acts of God and other factors beyond the control of the Partnership's management. The illiquidity of real estate investments generally may impair the ability of the Partnership to respond promptly to changing economic conditions. The General Partners believe that sufficient working capital will be available to fund known, ongoing operating and capital expenditure requirements of the Partnership during 1999. The primary sources of working capital during 1999 are expected to be cash flow from operations. The Partnership is actively seeking a mortgage lender for the Cascade Apartments mortgage. This mortgage presently has an interest rate of 9.875%. The projected new loan proceeds would include refinancing costs as well as reserves for capital improvements as needed on the mortgaged properties. Certain positive factors are expected for 1999 operations. Occupancy levels on the remaining commercial property has improved and is requiring less tenant improvement costs and leasing commission expense. The remaining residential property is expected to maintain, if not increase, its level of occupancy and income during 1999. Management believes revenue will increase from 1998 levels because of leasing activity and increased rental rates. It is anticipated that property operating expenses in 1999 will increase only slightly from those amounts which were incurred during 1998 producing net operating income before depreciation for both properties. The availability of the liquidity sources and accomplishment of these objectives are partially predicated on the real estate economic conditions discussed above, which are beyond the control of the Partnership and will influence the achieved results. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE G--ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: December 31, 1998 1997 Vendor accounts payable $ 33,452 $ 9,528 Property taxes 83,232 21,123 Professional fees 75,292 32,354 Utilities 4,837 13,420 Accrued Payroll and taxes 0 6,630 $ 196,813 $ 83,055 As of December 31, 1998, all real estate taxes are current. NOTE H--INCOME TAX The Partners' capital accounts differ for financial reporting purposes and federal income tax purposes. The primary difference results from depreciation and amortization and provision for doubtful accounts. The effect of these items is summarized as follows: December 31, 1998 1997 Financial reporting basis: Total assets $ 7,664,271 $ 7,854,587 Total liabilities (8,753,124) (8,625,489) Total Partners' capital (deficit) $(1,088,853) $ (770,902) Tax basis: Total assets $ 6,431,315 $ 6,800,719 Total liabilities (8,724,082) ( 8,740,592) Total Partners' capital (deficit) $(2,292,767) $ (1,939,873) 	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE H--INCOME TAX--CONT'D Years Ended December 31, 	 1998 1997 1996 	Partnership loss-financial reporting purposes $ (317,951) $ (301,748) $ (524,427) 	Book versus tax differences 		due to: Unearned revenue 73 (106,573) - Gain on foreclo (89,719) - 		Depreciation and amortization (55,055) (64,940) (69,531) 		Provision for doubtful accounts (5,400) (14,850) Other 20,039 (67,879) 59,251 (34,943) (334,511) (25,130) 	Partnership loss-federal income tax purposes $ (352,894) $ (636,259) $ (549,557) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE I--LEASES Rental income on investment properties is reported when earned. The Partnership leases its commercial properties under non-cancelable operating lease agreements. The Partnership's residential properties are leased under short-term lease agreements. Future minimum rents to be received on commercial properties as of December 31, 1998 are as follows: Year 1999 $ 152,784 2000 92,680 2001 49,845 2002 9,429 2003 -- Thereafter -- Total $ 304,738 NOTE J--GAIN ON FORECLOSURE On August 27, 1997 foreclosure proceedings were instituted against the Partnership on behalf of the mortgage holder of the property known as Foothills Village Shopping Center. The property was subject to a first mortgage in the amount of $2,582,414 plus accrued interest of $21,841 and a second mortgage of $968,245 plus accrued interest of $86,077. The Partnership's basis in the property at the time of foreclosure, net of depreciation and other items, was approximately $3,565,000. As a result of the foreclosure, the difference between the Partnership's basis and the total of the outstanding debt, net of depreciation and restricted deposits, or $89,719, was treated as a gain on disposition of the asset. NOTE K--DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value: Long-Term Debt. The fair value of the Partnership's long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Partnership for debt of the same remaining maturities. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE K--DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS--CONT'D The estimated fair values of the Partnership's financial instruments are as follows: Carrying Fair Amount Value Long-term debt	 			$ 8,130,362 	$8,004,132 NOTE L--SUBSEQUENT EVENT In January 1999 the Partnership consummated a settlement agreement in which it sold the Colony Apartments and transferred ownership of the Market Square Shopping Center to its lender. The sale price of the Colony Apartments was $5,530,000 which resulted in a gain on the sale of approximately $850,000. As a result of the transfer of the Market Square Shopping Center, in exchange for debt reduction, the Partnership expects to realize an additional gain of approximately $500,000. Item 9.	Changes in and Disagreements with Registrant's 		Certifying Accountants on Accounting and Financial 		Disclosure. None. PART III Item 10.	Directors and Executive Officers of the Registrant. The General Partners of the Partnership are James R. Hoyt and Secured Investment Resources, Inc. Secured Investment Resources, Inc. (the "Corporate General Partner") was incorporated under the laws of the State of Kansas on December, 1983 for the purpose of acting as General Partner and the Acquisition Agent of the Partnership. James R. Hoyt is the sole director and officer of the Corporate General Partner. James R. Hoyt, the Individual General Partner, age 61, holds a Bachelor's Degree in Business Administration and is a licensed real estate broker in two states. Mr. Hoyt has been actively involved for more than twenty years in various real estate endeavors including development, syndication, property management and brokerage. Mr. Hoyt is the Individual General Partner and sponsor of Secured Investment Resources Fund, L.P. II, (S.I.R. II). Since 1983, Mr. Hoyt has also been involved as the Individual General Partner in ten specified real estate private placement offerings. As of December 31, 1998, these partnerships, including Secured Investment Resources Fund, L.P., have raised a total of $60,709,750. Item 11.	Management Compensation During 1998, The Partnership paid $82,703 in fees to affiliated companies for property management services. Item 12.	Security Ownership of Certain Beneficial Owners and Management. (a)	Security ownership of certain beneficial owners. No individual or group as defined by Section 13(d)(3) of the Securities Exchange Act of 1934, known to the registrant is the beneficial owner of more than 5 percent of the registrant's securities. (b)	Security ownership of Management. The General Partners own less than 1%. (c)	Change in Control. 	 	None Item 13.	Certain Relationships and Related Transactions. See Notes to Consolidated Financial Statements, Note D, appearing in Item 8. PART IV Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a)(1)	The following Financial Statements of Secured Investment Resources Fund, L.P. are included in Item 8: Page (i) Report of Independent Certified Public Accountants 14 (ii) Consolidated Balance Sheets - December 31, 1998 and 1997 15-16 (iii) Consolidated Statements of Operations - Years Ended December 31, 1998, 1997 and 1996 17 (iv) Consolidated Statements of Partnership Capital (Deficit)- Years ended December 31, 1998, 1997 and 1996 18 (v) Consolidated Statements of Cash Flows - Years Ended December 31, 1998, 1997 and 1996 19-20 (vi) Notes to Consolidated Financial Statements 21-33 	(a)(2)	The following Financial Statement Schedules are filed as part of this report: (i) Schedule II - Valuation and Qualifying Accounts 40 (ii) Schedule III - Real Estate and Accumulated Depreciation 41-43 All schedules other than those indicated in the index have been omitted as the required information is presented in the financial statements, related notes or is inapplicable. (a)(3)	The following Exhibits are Incorporated by Reference and are an integral part of this Form 10-K. Exhibit Number					Description (4) (a) Restated Certificate and Agreement of Limited Partnership. (iii) (b) Second Amendment to Restated Certificate and Agreement of Limited Partnership. (I) (10) (a) Property Management Agreement, as amended. (I) (b) Escrow Agreement. (I) (c) Administrative Services Agreement. (I) (d) Amendment No. 1 to Escrow Agreement. (I) (e) Agreement of Sale for The Colony Apartments. (v) (f) Purchase Money Short-Term Note for The Colony Apartments. (v) (g) Purchase Money Deed of Trust for The Colony Apartments. (v) (h) Purchase Money Wraparound Deed of Trust for The Colony Apartments. (v) (I) Purchase Money Wraparound Deed of Trust for The Colony Apartments. (v) (j) Real Estate Contract of Sale for The Cascade Apartments. (v) 	Exhibit Number					Description (k) Lease Agreement for Certain Portions of The Cascade Apartments. (v) (l) Real Estate Contract of Sale for the Hidden Valley Exchange Shopping Center. (vi) (m) Real Estate Contract of Sale for the Foothills Village Shopping Center. (vii) (n) Real Estate Contract of Sale for Market Square Shopping Center. (viii) (o) Assignment of Real Estate Contract (Market Square Shopping Center). (viii) (28) (a) Guarantee of James R. Hoyt. (ii) (b) Guarantee of General Partners. (ii) (c) North Carolina Special Warranty Deed for The Colony Apartments. (v) (d) General Warranty Deed for The Cascade Apartments. (v) (I) Previously filed on September 13, 1985 as an Exhibit to Post-Effective Amendment #2 to the Registration Statement on Form S-11 (file no. 2-90975) such Exhibit and Registration Statement incorporated herein by reference. (ii) Previously filed on September 19, 1984 as an Exhibit to Amendment #2 to the Registration Statement of Form S-11 such Exhibit and Registration Statement incorporated herein by reference. (iii) Previously included in the Prospectus filed as part of Amendment #2 to Registration Statement and incorporated herein by reference. (iv) Previously filed as an exhibit to a current report on Form 8-K dated February 1, 1985 which exhibit and Form are incorporated herein by reference. (v) Previously filed on January 6, 1986 as an exhibit to Post- Effective Amendment #3 to the Registration Statements on Form S-11, such Exhibit and Registration Statement incorporated herein by reference. (vi) Previously filed as an exhibit to a report on Form 8-K dated September 30, 1986, which exhibit and Form are incorporated herein by reference. (vii) Previously filed as an Exhibit to a report on Form 8-K dated November 10, 1986, which Exhibit and Form are incorporated herein by reference. (viii) Previously filed as an Exhibit to a report on Form 8-K dated November 20, 1986, which Exhibit and Form are incorporated herein by reference. (ix) Previously filed as an Exhibit to a report on Form 8-K dated December 5, 1986, which Exhibit and Form are incorporated herein by reference. (x) Previously filed as an Exhibit to a current report on Form 8-K dated December 4, 1989, which Exhibit and Form are incorporated herein by reference. (xi) Previously filed as an Exhibit to a current report on Form 8-K dated November 27, 1997, which Exhibit and Form are incorporated herein by reference. (xii) (The remainder of this page intentionally left blank.) Secured Investment Resources Fund L.P. Schedule II - Valuation and Qualifying Accounts December 31, 1998 Balance at Additions Deductions Balance at Beginning of Charged to Bad Debt End Period Operations Write-Offs of Period Allowance for Doubtful Accounts For Years Ended December 31, 1998 36,950 15,426 23,490 28,886 1997 42,350 31,550 36,950 36,950 1996 57,200 44,725 59,575 42,350 Secured Investment Resources Fund, L.P. Schedule III - Real Estate & Accumulated Depreciation December 31, 1998 Initial Cost to Partnership (A) Subsequent to Acquisition Buildings & Furniture Reduction Encumbrances Land Improvements Equipment Improvements of Basis (B) Other Equipment $ --- $ --- $ --- $ --- $ 2,672 $ --- Garden Apartments: Colony Apts 3,577,418 578,791 5,035,482 259,367 534,510 --- Burlington, NC Cascade Apts 1,788,123 389,924 1,903,915 254,347 191,766 --- Topeka, KS Strip Shopping Centers Hidden Valley 801,190 293,715 1,775,991 --- 157,160 (91,218) Independence MO The Market Square 1,963,631 265,250 1,196,129 --- 19,653 (46,869) Overland Park, KS $ 8,130,362 $1,527,680 $ 9,911,517 $ 513,714 $ 908,761 $(138,087) Gross Amount at Which Carried at Close of Period Buildings & Furniture Accumulated Date Depreciation Land Improvements Equipment Total Depreciation Acquired Life Other Equipment $ --- $ --- $ 2,672 $ 2,672 $ 2,672 Garden Apartments: Colony Apartments 578,791 5,275,102 554,257 6,408,150 2,738,329	 16-Oct-85 30 Yrs (1) Burlington, NC 5 Yrs (2) Cascade Apartments 389,924 2,059,032 290,997 2,739,952 1,193,881 19-Dec-85 30 Yrs (1) Topeka, KS 								 			 5 Yrs (2) Strip Shopping Centers Hidden Valley 293,715 1,733,915 108,018 2,135,648 780,979 30-Sep-85 30 Yrs (1) Independence, MO 5 Yrs (2) Market Square 265,250 1,170,531 1,381 1,437,163 879,631(3) 18-Nov-85 30 Yrs (1) Overland Park, KS 5 Yrs (2) $1,527,680 $10,238,580 $ 957,325 $12,723,585 $ 5,595,492 <FN> (1) Estimated useful life of buildings. (2) Estimated useful life of furniture and fixtures. (3) Includes Allowance for Losses of $405,000. NOTES: (A)	The initial cost to the Partnership represents the original purchase price of the properties, including $181,643 and $7,943 of improvements incurred in 1986 and 1985, respectively, which were contemplated at the time the property was acquired. (B)	Receipts received under the terms of certain guarantee agreements are recorded by the Partnership as a reduction of the basis of the property to which the guaranteed income relates. Secured Investment Resources Fund, L.P. Schedule III - Real Estate & Accumulated Depreciation--Continued December 31, 1998 Furniture Buildings & Fixtures & Total Land Improvements Equipment (c) Reconciliation of Real Estate Owned: Balance at January 1, 1996 18,038,532 2,572,687 13,913,769 1,552,076 Additions during year: Improvements 199,542 --- 36,678 162,864 Balance at December 31, 1996 18,238,074 2,572,687 13,950,447 1,714,940 Additions during year: Improvements 69,991 --- 17,585 52,406 Reductions during year: Foreclosure on Property (5,646,946) (1,069,233) (3,722,436) (855,277) Reclassification - 24,226 (23,124) (1,102) Balance at December 31, 1997 12,661,119 1,527,680 10,222,472 910,967 Additions during year: Improvements 62,466 16,108 46,358 Balance at December 31, 1998 $12,723,585 $ 1,527,680 $10,238,580 $ 957,325 (D) Reconciliation of Accumulated Depreciation: Balance at January 1, 1996 6,078,281 --- 4,764,743 1,313,538 Additions during year: Depreciation 589,250 --- 459,358 129,892 Balance at December 31, 1996 6,667,531 --- 5,224,101 1,443,430 Additions during year: Depreciation 525,259 --- 427,964 97,295 Reductions during the year: Foreclosure of Property (2,001,084) --- (1,366,139) (634,945) Balance at December 31, 1997 5,191,706 --- 4,285,926 905,780 Additions during year: Depreciation 403,786 348,339 55,447 Balance at December 31, 1998 $ 5,595,492 $ --- $ 4,634,265 $ 961,227 (E) The total gross amount of real estate at December 31, 1998 includes $971,323 of acquisition fees paid to affiliates. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SECURED INVESTMENT RESOURCES FUND, L.P. A Kansas Limited Partnership (Registrant) By: James R. Hoyt 	 as Individual General Partner Date: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: Secured Investment Resources, Inc., 	as Corporate General Partner By: James R. Hoyt, President Date: Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. No annual report or proxy material has been sent to security holders. 	 SIGNATURES 	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SECURED INVESTMENT RESOURCES FUND, L.P. A Kansas Limited Partnership 	(Registrant) By: /s/ James R. Hoyt James R. Hoyt 	 as Individual General Partner Date: _______________ 	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: Secured Investment Resources, Inc., as Corporate General Partner By: /s/ James R. Hoyt James R. Hoyt, President Date: _______________ 	Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not 	Registered Securities Pursuant to Section 12 of the Act. 	No annual report or proxy material has been sent to security 	holders.