SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                 SCHEDULE 14D-9

          SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     Secured Investment Resources Fund, L.P.
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                            (Name of Subject Company)

                     Secured Investment Resources Fund, L.P.
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                      (Name of Person(s) Filing Statement)

                      Units of Limited Partnership Interest
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                         (Title of Class of Securities)

                                      None
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                      (CUSIP Number of Class of Securities)

                              Christopher K. Davis
                            Millenium Management, LLC
                        199 S. Los Robles Ave., Suite 200
                               Pasadena, CA 91101
                            Telephone (626) 585-5920
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           (Name, Address and Telephone Number of Person Authorized to
   Receive Notices and Communications on Behalf of Person(s) Filing Statement)

 [ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.







ITEM 1, AND ITEMS 3 - 8.

     Millenium  Management,  LLC  ("Millenium"),  a California limited liability
company,  the general partner of the subject  company,  has previously  filed on
April 15, 2005 a Tender Offer  Statement on Schedule TO,  including the Offer to
Purchase,  dated April 15, 2005, the related Agreement of Transfer and Letter of
Transmittal,  and a  Letter  to Unit  Holders  dated  April  15,  2005;  and has
previously  filed  on May 17,  2005  an  Amendment  No.  1 to the  Tender  Offer
Statement on Schedule TO, including a Letter to Unit Holders dated May 13, 2005;
and the information  contained in the foregoing documents is incorporated herein
by reference in answer to Item 1 and Items 3 - 8 of this Schedule 14D-9.

ITEM 2.

     This Schedule 14D-9 is being filed by Secured  Investment  Resources  Fund,
L.P. ("Registrant"),  a Kansas limited partnership, of which the general partner
is Millenium. The Registrant's business address is 199 S. Los Robles Ave., Suite
200,  Pasadena,  CA 91101, and its phone number is (626) 585-5920.  The title of
the class of  securities  to which  this  statement  relates is units of limited
partnership interest.

ITEM 9.    EXHIBITS.

9.1 Offer to  Purchase,  dated  April 15, 2005  (Exhibit  12.1 to Schedule TO of
Millenium  Management,  LLC  dated  April 15,  2005,  is  incoporated  herein by
reference).

9.2 Agreement of Transfer and Letter of Transmittal,  with Instructions (Exhibit
12.2 to Schedule  TO of  Millenium  Management,  LLC dated  April 15,  2005,  is
incoporated herein by reference).

9.3 Letter to Unit Holders  dated April 15, 2005 (Exhibit 12.3 to Schedule TO of
Millenium  Management,  LLC  dated  April 15,  2005,  is  incoporated  herein by
reference).

9.4  Appraisal of the Cascade  Apartments  dated April 29, 2004 (Exhibit 12.4 to
Schedule TO of Millenium  Management,  LLC dated April 15, 2005, is  incoporated
herein by reference).

9.5 Appraisal of the Hidden Valley  Exchange  Retail Center dated April 30, 2004
(Exhibit 12.5 to Schedule TO of Millenium Management,  LLC dated April 15, 2005,
is incoporated herein by reference).

9.6 Letter to Unit Holders  dated May 13, 2005  (Exhibit 12.6 to Amendment No. 1
to Schedule TO of Millenium  Management,  LLC dated May 16, 2005, is incoporated
herein by reference).







                                    SIGNATURE


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: May 17, 2005


                                 SECURED INVESTMENT RESOURCES FUND, L.P.
                                 By: Millenium Management, LLC, General Partner


                                 By: /S/ W. ROBERT KOHORST
                                     --------------------------
                                     W. Robert Kohorst
                                     President