SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) Securities
                              Exchange Act of 1934
                               (Amendment No. 5)

Filed by the Registrant                              [ ]
Filed by a party other than the Registrant           [X]
         Check the appropriate box:
[ ]      Preliminary Proxy Statement
[ ]      Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))
[ ]      Definitive Proxy Statement
[X]      Definitive Additional Materials
[ ]      Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                     SECURED INVESTMENT RESOURCES FUND, L.P. II
                (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)

Payment of filing fee (Check the appropriate box):
[X]     No fee required
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
        (1)  Title of each class of securities to which transaction applies:
        (2)  Aggregate number of securities to which transactions applies:
        (3)  Per unit price or other underlying value of transaction computed
             pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
             the filing fee is calculated and state how it was determined.)
        (4)  Proposed maximum aggregate value of transaction:
        (5)  Total Fee paid:
[ ]     Fee paid previously with preliminary materials
[ ]     Check box if any part of the fee is offset as provided by Exchange
        Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
        was paid previously. Identify the previous filing by registration
        statement number, or the Form or Schedule and the date of its filing.
        (1)  Amount previously paid:
        (2)  Form, Schedule or Registration Statement No.:
        (3)  Filing party:
        (4)  Date filed:



PRESS RELEASE    -    PRESS RELEASE    -    PRESS RELEASE    -    PRESS RELEASE

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EVEREST PROPERTIES II, LLC
MILLENIUM MANAGEMENT, LLC
155 N. Lake Avenue, Suite 1000
Pasadena, CA  91101

CONTACT: Chris Davis or Stacey McClain of Everest Properties II, LLC
         (626) 585-5920


FOR IMMEDIATE RELEASE


     PASADENA,  CALIFORNIA,  August 31, 2004 - MILLENIUM  MANAGEMENT,  LLC today
announced  that  it  has  extended  the  Expiration   Date  of  its  outstanding
solicitations  for  the  consent  of  limited  partners  in  Secured  Investment
Resources Fund, L.P. and Secured  Investment  Resources Fund, L.P. II to replace
the current general partners with Millenium Management, LLC. The Expiration Date
for both consent  solicitations  has been extended to 11:59 p.m. Pacific Time on
the earlier to occur of (i)  Thursday,  September 30, 2004 or such later date to
which Millenium  determines to extend the  solicitation,  and (ii) the date that
Millenium determines it has received the Required Consents.