EVEREST
199 S. LOS ROBLES AVE., #200
PASADENA, CA 91101
TEL: 626-585-5920
FAX: 626-585-5929

                               November 29, 2005
                                                   Via Facsimile: (202) 772-9203
                                                         and submitted via EDGAR

Daniel F. Duchovny
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-3628

     Re:  Secured  Investment   Resources  Fund,  L.P.  II  (the  "Partnership")
          Schedule TO-T and 14D-9 filed by Millenium Management,  LLC on October
          13, 2005; File No. 005-80677

Dear Mr. Duchovny:

     This letter  responds to the  Staff's  comments  conveyed in your letter of
November  18,  2005.  Numbered  paragraphs  below  correspond  to  the  numbered
paragraphs in your letter.

     1. We note that the  guidance  provided  by Section  III.B.I of Release No.
34-43069 does not suggest that a bidder  should meet each and every  requirement
of Items 14 and 15 or cover the same  historical  period.  We  believe  that the
information we provided is quite adequate for an understanding of the status and
operations  of the  properties  and  for  Unit  Holders  to  make  and  informed
investment decision.  We also believe that the information that has already been
provided is typical  compared to the  disclosure  that we observe  being made in
other offers for these types of partnerships.

     We do not believe historical property performance data would be material to
Unit Holders,  especially  beyond the most recent periods.  Typically,  property
value analysis uses recent data to get a reasonable Net Operating  Income amount
for the property,  and then applies a  capitalization  rate to estimate a market
value,  and then  makes  appropriate  adjustments  from  there.  The  bidder has
provided such an analysis in "Determination  of Offer Price." Also,  because the
properties  were managed by the former general  partner's  affiliate until March
2005,  the former  general  partner  was removed in a hostile  process,  and the
former  general  partner  and its  management  affiliate  did an abysmal  job of
record-keeping and accounting,  reliable historical data is not available to the
Purchaser without undue time and expense,  if at all,  notwithstanding  the fact
that the Purchaser is the current general partner.

     Nonetheless,  in response to the  comment,  the section  identified  in the
comment is being amended and we have added more  information  along the lines of
that described in Items 14 and 15 of Form S-11, to the extent it was available.

     We are filing an amendment concurrently with this letter. We do not believe
that the amendment  materially  changes the information  already provided to the
Unit Holders. Please note that we have extended the expiration date of the offer
to allow time for the Staff to consider our response  before the offer  expires.
Please contact the undersigned if you have any questions regarding our responses
to the Staff's comments and to advise us if the Staff has any further comments.

                                        Very truly yours,

                                        /S/ CHRISTOPHER K. DAVIS
                                        ------------------------
                                        Christopher K. Davis
                                        Vice President and General Counsel


CKD:ckd
Enclosures with fax copy
cc w/e:  James Moloney, Esq. (e-mail)