SecProbe.io

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	October 28, 2005

By Facsimile (626) 585-5929 and U.S. Mail

Christopher K. Davis
Millenium Management, LLC
199 S. Los Robles Ave., Suite 200
Pasadena, California 91101

RE:	Secured Investment Resources Fund, L.P. II
	Schedules TO-T and 14D-9 filed by Millenium Management, LLC
		on October 13, 2005
      File No. 005-80677

Dear Mr. Davis:

      We have reviewed your filing and have the following
additional
comment.  Where indicated, we think you should revise your
documents
in response to this comment.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.

Offer to Purchase

Financial Data, page A-2
1. We note that while you have included unaudited financial
information for the years ended December 31, 2003 and 2004, the
partnership has failed to comply with its 34 Act periodic
reporting
requirements.  Accordingly, due to the lack of reliable historical
financial information, it is unclear whether holders are able to
make
an informed investment decision in connection with the tender
offer.
Please supplementally advise us as to whether you believe that
holders have all material information needed in connection with
the
tender offer.  In this regard, please address your current control
of
the partnership, its financial information and its filing
obligations, the adequacy of the unaudited  financial information
included with the offer document and any future plans with regard
to
the partnership, including whether you have any plans to take the
partnership private.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need
to be sent to unit holders.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the bidder is in possession of all
facts
relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide,
in writing, a statement from Millenium Management acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pamela Carmody, Special Counsel, at (202) 551-3265.
You
may also contact me via facsimile at (202) 772-9203.  Please send
all
correspondence to us at the following ZIP code: 20549-3628.

								Sincerely,

								Daniel F. Duchovny
								Attorney-Advisor
								Office of Mergers &
Acquisitions

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Christopher K. Davis
Millenium Management, LLC
October 28, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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