SCHEDULE 14A

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                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) Securities
                              Exchange Act of 1934
                               (Amendment No. 2)

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                     SECURED INVESTMENT RESOURCES FUND, L.P.
                (Name of Registrant as Specified in Its Charter)

                           Everest Properties II, LLC
                            Millenium Management, LLC
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                           Everest Properties II, LLC
                            Millenium Management, LLC
                         155 N. Lake Avenue, Suite 1000
                               Pasadena, CA 91101

                                  May 26, 2004


To the Limited Partners of
Secured Investment Resources Fund, L.P. ("SIR1") and
Secured Investment Resources Fund, L.P. II ("SIR2") (the "Partnerships")

         Re:      Electing a New General Partner;
                  Do Not Leave James R. Hoyt To Liquidate Your Partnership

Dear Limited Partner:

     We have spoken with many limited  partners and the most frequent subject of
our  conversations  has been the  liquidation  of the  Partnerships.  We wish to
further  address  the  widespread  desire  for  limited  partners  to see  their
investment  liquidated,  and  further  explain why we believe you are better off
having Millenium, a professional property investor,  replace the current general
partner even if your most  desired  result is a prompt  liquidation.  We believe
that many  investors  have the following  questions,  which we wish to answer in
this letter.

Q:   Why should we elect a new general partner when we just want the partnership
     to liquidate?
A:   Millenium  believes  Mr.  Hoyt has  disregarded  the best  interest  of the
     limited  partners  in favor of his own  personal  interests  - he took $2.5
     Million from SIR2 instead of  distributing  that money to limited  partners
     who had received no  distributions  for years!  Given his past conduct,  we
     believe Mr. Hoyt should not be trusted.  Do you want a general  partner who
     misappropriated  money  from  at  least  one of the  Partnerships  to be in
     control of the liquidation proceeds if properties are actually sold? To use
     a different analogy,  if your bank took money from your account for its own
     use,  would you sit idly by and trust that they would someday  return it or
     would you take  action to get your  money back  immediately  and find a new
     bank with which to do business?  This is the same  situation;  we entrusted
     someone to manage our  investment  that has been caught  taking  money that
     does not belong to him.

     Also, we do not believe Mr. Hoyt can do a competent job of liquidating  the
     properties.  In March,  he signed a contract to sell one  property in SIR2,
     Sunwood  Apartments in Las Vegas,  for a price we believe is  significantly
     below its full market value.  It appears the price was  determined  without
     any marketing effort whatsoever. We do not know if the buyer was affiliated
     with Mr. Hoyt,  or had a "side deal" to compensate  Mr. Hoyt  individually,
     which might  explain  the  "sweetheart"  price,  but those are the kinds of
     concerns  we  should  all have  with  leaving  Mr.  Hoyt in  charge  of the
     Partnerships or in charge of a liquidation. Millenium has been advised that
     there is now a dispute over whether or not the contract was  terminated and
     that the buyer has  threatened  litigation  to force a sale (more  evidence
     that the price was very low, -  otherwise,  it would not be worth it to the
     buyer to sue to force a sale).


Q:   If I vote to remove Mr. Hoyt as general partner, but not to elect Millenium
     - doesn't that force you (Millenium) to liquidate the Partnership?
A:   NO, IT WOULD LEAVE MR. HOYT IN CHARGE OF A LIQUIDATION, which we believe is
     simply unacceptable. The limited partnership agreements of the Partnerships
     provide  that if the general  partners are removed and not  replaced,  that
     triggers  a  liquidation,  but Mr.  Hoyt  would  then be in  charge of that
     liquidation,  not Millenium.  Also, there is no required period of time for
     the  liquidation to be completed,  so Mr. Hoyt could drag out a liquidation
     for a much  longer  time than it will take  Millenium  to  provide  limited
     partners with a liquidity  opportunity after Millenium takes control of the
     Partnership.  In our view,  there is no reason to trust Mr.  Hoyt to act in
     anything  other  than  his  own  self  interest  when  it  comes  to  these
     Partnerships.

Q:   Why will Millenium be an effective General Partner?
A:   Millenium will provide you with the fair market value  information you need
     to make a sound  decision  about  the  future  of  your  investment  in the
     Partnerships.  Millenium will provide liquidity for limited partners within
     six  months  of taking  over.  Millenium  will  analyze  the  Partnerships'
     financials  to determine the extent of the improper use of funds during the
     years the Partnerships have not issued financial reports to you.  Millenium
     will  seek to  collect  from Mr.  Hoyt any  misappropriated  or  misapplied
     Partnership  funds.  Millenium will provide you with regular reports on the
     financial condition of the Partnerships.

     If you have previously  voted and do not wish to change your vote, there is
no need to return an additional  Consent.  If you have not yet voted, you may be
contacted by Millenium  representatives  who will encourage you to vote and will
try to answer any questions you may have.  Millenium has engaged the services of
D.F. King, a professional proxy solicitor, to contact limited partners. The fees
for their services and related expenses,  estimated to be about $15,000, will be
paid by Millenium  without  seeking any  reimbursement  of such expense from the
Partnerships.

     Please review the entire Consent Solicitation Statement dated April 5, 2004
we previously sent to you and VOTE TO REPLACE THE CURRENT GENERAL  PARTNERS WITH
MILLENIUM. YOUR VOTE IS IMPORTANT.  FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS
A VOTE AGAINST THE PROPOSALS.

     We are extending the  Expiration  Date for the  solicitation  to 11:59 p.m.
Pacific  Time on the earlier to occur of the  following  dates (the  "Expiration
Date"):  (i) June 30, 2004 or such later date to which  Millenium  determines to
extend the  solicitation,  and (ii) the date the Required  Consents are received
(as described in the Consent Solicitation Statement).

     If you have any  questions,  please do not hesitate to contact us toll free
at (800) 611-4613, or at (626) 585-5920.

                                         Millenium Management, LLC


                                         /s/ W. Robert Kohorst
                                         -------------------------
                                         W. Robert Kohorst
                                         President