SC TO-T/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                   SCHEDULE TO
                                (Amendment No. 2)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   Secured Investment Resources Fund, L.P. II
- --------------------------------------------------------------------------------
                       (Name of Subject Company [Issuer])

                       Millenium Management, LLC (offeror)
- --------------------------------------------------------------------------------
                                (Filing Persons)

                      Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                      None
- --------------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)

                              Christopher K. Davis
                           Everest Properties II, LLC
                        199 S. Los Robles Ave., Suite 200
                               Pasadena, CA 91101
                            Telephone (626) 585-5920
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                            CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
     Transaction Valuation: $2,000,000(1)    Amount of Filing Fee: $400(2)
- --------------------------------------------------------------------------------
(1)  Calculated as the product of the number of Units on which the Offer is made
     and the gross cash price per Unit.
(2)  Already paid.

[ ]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offsetting fee was previously paid.
     Identify the previous filing by registration statement number, or the Form
     or Schedule and the date of its filing.

     Amount previously paid:  Not Applicable     Filing party:  Not Applicable
     Form or registration no.:  Not Applicable   Date filed:  Not Applicable

[ ]  Check box if the filing relates solely to preliminary communications made
     before the commencement of a tender offer.
     Check the appropriate boxes below to designate any transactions to which
     the statement relates:
     [X] third-party tender offer subject to Rule 14d-1.
     [ ] issuer tender offer subject to Rule 13e-4.
     [ ] going-private transaction subject to Rule 13e-3.
     [ ] amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
     results of the tender offer: [ ]




     This Amendment No. 2 amends and  supplements  the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Millenium Management,  LLC ("Millenium"
or the "Purchaser"),  a California limited partnership, to purchase up to 20,000
units ("Units") of limited partnership interests in Secured Investment Resources
Fund, L.P. II (the "Partnership"),  as set forth in the Schedule TO. Capitalized
terms used but not defined herein have the meaning ascribed to them in the Offer
to Purchase filed as Exhibit 12.1 to the Schedule TO (the "Offer to Purchase").

ITEM 4.    TERMS OF THE TRANSACTION.

     The Offer, withdrawal rights and proration period will expire at 5:00 p.m.,
Los Angeles time, on Friday, June 3, 2005, unless the Offer is extended.

ITEM 11.   ADDITIONAL INFORMATION.

     Reference  is hereby made to the entire text of the Letter to Unit  Holders
dated May 25, 2005, filed as Exhibit 12.9 hereto,  which is incorporated  herein
by reference.

ITEM 12.   EXHIBITS.

     12.9     Letter to Unit Holders dated May 25, 2005.

     12.10    Press Release dated May 25, 2005.



                                    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 25, 2005


                                          MILLENIUM MANAGEMENT, LLC


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

EX-99

May 25, 2005

TO UNIT HOLDERS OF SECURED INVESTMENT RESOURCES FUND, L.P. II

   Re:   Supplemental Information Regarding
         Offer to Purchase Units for $100 Per Unit

Dear Unit Holder:

     We are writing to provide you with  updated  and  supplemental  information
regarding  our Offer to  Purchase  up to  20,000  Units of  limited  partnership
interests in Secured Investment Resources Fund, L.P. (the "Partnership"),  dated
April 20, 2005.

     Sunwood Village.  The foreclosure of the Sunwood Village Apartments remains
scheduled for June 7, 2005. However, through our discussions with the lender, we
still  believe that we will be able to make an agreement  which will prevent any
foreclosure  based on the past loan  defaults.  The current  proposed  agreement
would require the Partnership to borrow approximately  $800,000 to $850,000 from
an affiliate of Millenium that is willing to make such a loan. No assurances can
be given regarding such an agreement. There have been no further developments in
the litigation with Mega Ventures described in the Offer to Purchase.


     Please note that the Offer is $100 per Unit in cash.  Also, you may be able
to obtain a tax benefit if you have accumulated  passive losses that you can use
once you have disposed of your investment in the Partnership; you should consult
your tax advisor about this possibility.

     We urge you to read the Offer to  Purchase  completely  and to return  your
completed Agreement of Transfer and Letter of Transmittal promptly (yellow form)
in the envelope provided.

     The Offer is now  scheduled  to expire on June 3, 2005.  For answers to any
questions you might have regarding  these  materials or our Offer, or assistance
in the  procedures  for  accepting our Offer and  tendering  your Units,  please
contact us at (800) 611-4613 (toll free).

                                  Very truly yours,

                                  MILLENIUM MANAGEMENT, LLC

EX-99

PRESS RELEASE - PRESS RELEASE - PRESS RELEASE - PRESS RELEASE

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MILLENIUM MANAGEMENT, LLC
199 S. Los Robles Avenue, Suite 200
Pasadena, CA  91101

CONTACT: Chris Davis or Stacey McClain
         (626) 585-5920

FOR IMMEDIATE RELEASE

     PASADENA,  CALIFORNIA,  May 25,  2005 -  Millenium  Management,  LLC  today
announced that it has extended the  expiration  date of its  outstanding  tender
offers for limited partnership  interests in Secured Investment  Resources Fund,
L.P. and Secured  Investment  Resources  Fund,  L.P. II. The expiration date for
each tender offer has been  extended to 5:00 p.m.,  Los Angeles time, on Friday,
June 3, 2005.  Each offer was  previously  scheduled  to expire at 5:00 p.m. Los
Angeles time on Thursday, May 26, 2005.

     To date,  Everest  reported the approximate  number of limited  partnership
interests  deposited to be 2,239 in Secured Investment  Resources Fund, L.P. and
10,351 in Secured Investment Resources Fund II, L.P., in response to the offer.

     For further  information,  please  contact  Millenium  Management  at (800)
611-4613.