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. II
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                            (Name of Subject Company)

                   Secured Investment Resources Fund, L.P. II
- --------------------------------------------------------------------------------
                      (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 20, 2005 a Tender Offer  Statement on Schedule TO,  including the Offer to
Purchase,  dated April 20, 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. II  ("Registrant"),  a Delaware 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 20, 2005  (Exhibit  12.1 to Schedule TO of
Millenium  Management,  LLC  dated  April 20,  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 20,  2005,  is
incoporated herein by reference).

9.3 Letter to Unit Holders  dated April 20, 2005 (Exhibit 12.3 to Schedule TO of
Millenium  Management,  LLC  dated  April 20,  2005,  is  incoporated  herein by
reference).

9.4 Appraisal of the Sunwood  Village  Apartments  dated April 13, 2004 (Exhibit
12.4 to Schedule  TO of  Millenium  Management,  LLC dated  April 20,  2005,  is
incoporated herein by reference).

9.5  Appraisal  of the Oak Terrace  Retirement  Apartments  dated April 16, 2004
(Exhibit 12.5 to Schedule TO of Millenium Management,  LLC dated April 20, 2005,
is incoporated herein by reference).

9.6  Appraisal  of the  Bayberry  Crossing  Shopping  Center dated June 20, 2004
(Exhibit 12.6 to Schedule TO of Millenium Management,  LLC dated April 20, 2005,
is incoporated herein by reference).

9.7 Letter to Unit Holders  dated May 13, 2005  (Exhibit 12.7 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. II
                         By: Millenium Management, LLC, General Partner


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