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. 8)

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:




                           Everest Properties II, LLC
                            Millenium Management, LLC
                        199 S. Los Robles Ave., Suite 200
                               Pasadena, CA 91101

                                January 31, 2005


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 - Recent Developments

Dear Limited Partner:

     We wish to  update  you on our  efforts  to  remove  James R.  Hoyt and his
company  as the  general  partners  of your  Partnerships,  and elect  Millenium
Management,  LLC, a California limited liability company  ("Millenium"),  as the
new general partner.

     We are pleased to report that we have entered  into a Settlement  Agreement
with Mr. Hoyt and his company that, if approved by the State Court, will resolve
the  litigation and allow  Millenium to take over as the new general  partner of
the Partnerships. The principal terms of the Settlement Agreement are:

     o    All unit holders shall be admitted as substitute limited partners with
          respect to the units they currently  hold, and upon the Effective Date
          of the  Settlement  Agreement,  the current  general  partners will be
          removed and Millenium will become the successor general partner of the
          Partnerships, in accordance with the limited partnership agreements of
          the Partnerships and the majority vote received by Millenium.

     o    Mr. Hoyt has signed a Promissory Note to repay all advances taken from
          SIR 2, which  amount is  initially  set at $2.5  Million  but shall be
          adjusted by  auditors to ensure that Mr. Hoyt must repay all  unrepaid
          loans  or  advances  made  to him  and  any  other  amounts  taken  in
          contravention  of  the  Partnership  Agreement.  The  Promissory  Note
          provides for repayment to be made over ten (10 ) years,  with interest
          being  charged at a variable  rate of the Prime Rate plus one  percent
          (1%).

     o    SIR 1 will repay to Mr. Hoyt all amounts loaned by him to SIR 1, which
          amount is initially  set at $100,000 but shall be audited and adjusted
          accordingly.  SIR 2 has a security  interest  in such  payments to Mr.
          Hoyt,  and such  payments  will be made  directly to SIR 2 towards the
          amount owed to SIR 2.

     o    All  payments  to be made by  Millenium  to Mr.  Hoyt for his  general
          partner interest (as required by the limited  partnership  agreements)
          and for the units of limited partnership  interest he owns, a total of
          $41,800,  shall be made  directly  to SIR 2 towards the amount owed by
          Mr. Hoyt to SIR 2.



     We believe this is a very favorable  result for the  Partnerships.  It will
allow Millenium to take over the management of the Partnerships, work to improve
the  performance  of  the  remaining  properties,   and  provide  you  with  the
information  about the  Partnerships to which you are entitled.  We have already
begun  to  coordinate   efforts  with  the   court-appointed   receiver  of  the
Partnerships' assets in anticipation of being able to take formal control of the
Partnerships upon the State Court's approval of the Settlement Agreement.

     Summary of  Litigation.  Set forth below are brief  summaries of the action
filed by Millenium and its affiliates;  and the action filed by Mr. Hoyt and his
companies.

     1.  Everest  Management,  LLC, et al. v. James R. Hoyt,  et al.,  (District
Court, Johnson County, Kansas, Case No. 03CV07056) (the "State Court")

     This case,  filed on October 1, 2003,  arose  originally  from  Millenium's
affiliates  ("Everest")  seeking  access  to,  and  inspection  of the books and
records  of SIR 1 and SIR 2. On  February  12,  2004,  the State  Court  granted
Everest's  request and directed Mr. Hoyt and the  Partnerships to make available
for inspection and copying all books and records of the  Partnerships.  A review
of the books and  records  revealed  that an  advance on  management  fees in an
amount greater than $2,500,000.00 was taken from SIR 2 at some time during 2001.

     On June 2, 2004,  Everest filed a motion for a temporary  restraining order
seeking to prevent the general partners from taking  unauthorized  cash advances
and from selling,  transferring,  converting or otherwise  encumbering  any real
property  of either  Partnership.  On July 1, 2004,  the motion for a  temporary
restraining order was granted.

     On June 28, 2004,  Everest  amended their  complaint  requesting  the State
Court to appoint a receiver  to protect  and operate the assets of SIR I and SIR
II. On September 9, 2004,  and after hearing  evidence on the matter,  the State
Court appointed Carl R. Clark, Esq. as receiver for both Partnerships. The State
Court's decision to appoint a receiver has been appealed.

     Also on September 9, 2004,  the State Court raised the issue of an apparent
conflict  of  interest  between  Mr.  Hoyt  and the  Partnerships  based  on the
$2,500,000.00  advance on management  fees. The State Court ordered  counsel for
Mr.  Hoyt  and the  Partnerships  to file a  written  statement  addressing  the
apparent  conflict  of  interest.  Counsel  provided  the  State  Court  with  a
confidential written response and subsequently withdrew as counsel for Mr. Hoyt,
while remaining as counsel for the Partnerships.

     Everest again amended their complaint on October 15, 2004, seeking an order
declaring  that all  assignees  of record of both  Partnerships  be  admitted as
substitute limited partners.  The aforementioned relief was necessary due to the
general partner's failure to admit any assignees of record as substitute limited
partners,  effectively eliminating the limited partners' voting rights under the
respective partnership agreements. In addition,  Everest amended their complaint
to bring  claims,  on behalf of all unit  holders of SIR 2, against Mr. Hoyt and
Secured  Investment  Resources II, Inc. (the corporate general partner of SIR 2)
for  breach  of  contract,  unjust  enrichment  and  conversion  related  to the
$2,500,000.00 advance on management fees. These claims are currently pending.



     On December 21,  2004,  the State Court made a finding that counsel for the
Partnerships  should be removed from the pending litigation due to a conflict of
interest  based on their  prior  concurrent  representation  of Mr. Hoyt and the
Partnerships.

     2. James R. Hoyt,  et al. v.  Everest  Properties  II, LLC, et al.  (United
States District Court, District of Kansas, Case No. 04-2369-CM-DJW)

     On August 6,  2004,  James R. Hoyt,  Secured  Investment  Resources,  Inc.,
Secured  Investment  Resources II, Inc., SIR 1, and SIR 2 file an action against
Everest Properties II, LLC and Millenium alleging: (1) that proxy statements and
solicitation  sent by Everest and  Millenium  to unit holders of SIR 1 and SIR 2
contained  materially  false and  misleading  information;  and (2) requesting a
declaration  that the  voting  procedures  set forth in the  proxy  solicitation
violate the respective  partnership  agreements and that any resulting votes are
void and of no effect.

     On October 7, 2004,  Everest and Millenium filed a motion to dismiss all of
the claims against Everest and Millenium.  All claims in this action,  including
the motion to dismiss, are still pending.

     Recent Events in Partnership Operations.  In the last several months, there
have been several  developments about which you should be aware.  Although it is
the general  partners'  obligation to keep you informed of these events, we will
provide you with a brief description of a few significant developments.

     SIR 1. One of SIR 1's two remaining properties,  the Hidden Valley Shopping
Center,  was threatened  with  foreclosure in December 2004. With the Receiver's
consent,  Mr. Hoyt loaned money to SIR 1 in order to reinstate the mortgage loan
and prevent the foreclosure. The lender has subsequently claimed that the amount
paid to reinstate the loan was not adequate,  but as of the date of this letter,
the lender and the  Receiver  continue  to  discuss  the matter and  foreclosure
proceedings have not been resumed.

     SIR 2. With the approval of the  Receiver  and the State Court,  the Forest
Park Shopping Center was sold by SIR 2. The receiver has control of the proceeds
of that sale.  SIR 2 has been in default on its mortgage on the Sunwood  Village
Apartments (Las Vegas),  and the lender is currently  attempting to foreclose on
the  property.  The  Receiver  is  attempting  to  prevent  the  foreclosure  by
negotiating  with the lender and  considering a bankruptcy  filing by the entity
that holds the property. SIR 2 had entered into a contract to sell Sunwood for a
price that we believe is substantially  below its full value. We do not know the
current status of that contract or whether it is enforceable.

     We anticipate  that the State Court will  determine  whether to approve the
Settlement  Agreement  within  approximately  fifteen days. 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) February 21, 2005,
or such later date to which  Millenium  determines  to extend the  solicitation,
(ii) the date Millenium  determines that the Required  Consents are received (as
described in the Consent Solicitation Statement), and (iii) the date the State




Court has entered an order granting  final approval to the Settlement  Agreement
or an order  dismissing the State Lawsuit,  whichever  action of the State Court
occurs first.


     You may  still  vote  by  returning  the  Consent  form.  If you  have  any
questions, please do not hesitate to contact us at (626) 585-5920.

                                    Millenium Management, LLC


                                    /S/ W. Robert Kohorst
                                    ----------------------
                                    W. Robert Kohorst
                                    President


P.S. Please note our new address:  199 S. Los Robles Ave., Suite 200,  Pasadena,
CA 91101