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
October 13, 2005 a Tender Offer Statement on Schedule TO, including the Offer to
Purchase,  dated October 13, 2005, the related  Agreement of Transfer and Letter
of  Transmittal,  and a Letter to Unit Holders dated  October 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 October 13, 2005 (Exhibit 12.1 to Schedule TO
          of Millenium  Management,  LLC dated October 13, 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
          October 13, 2005, is incoporated herein by reference).

     9.3  Letter  to Unit  Holders  dated  October  13,  2005  (Exhibit  12.3 to
          Schedule TO of Millenium  Management,  LLC dated  October 13, 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
          October 13, 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
          October 13, 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
          October 13, 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: October 13, 2005


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


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