SecProbe.io

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      March 24, 2005

Via Facsimile at (212) 715-8000 and U.S. Mail

Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, NY  10022

	Re:	Secured Income L.P.
Schedule 14D-9 filed March 21, 2005
SEC File No. 5-54251

Dear Mr. Placenti:

	We have the following comments on your filing.
Schedule 14D-9
Item 1. Subject Company Information, page 1

1. Please advise us as to whether this Schedule 14D-9 is intended
to
satisfy Secured Income`s obligation to state its position with
respect to the tender offer pursuant to Rule 14e-2.  If this
Schedule
is intended to satisfy such requirement, please revise to include
a
reference to the subject company as the filing person here, on the
cover and signature pages and provide responses on behalf of the
subject company to Items 2, 4, 6 and 7 of this Schedule.  To this
end, you may wish to clarify that the position stated by you as
one
of the general partners is stated on behalf of Secured Income.
Otherwise, please advise us as to why this Schedule should not be
so
revised and, as one of the general partners of the subject
company,
tell us why the subject company has not stated its position within
the 10 business day timeframe as required pursuant to Rule 14e-2.

Item 4. The Solicitation or Recommendation, page 3
2. We note your recommendation against accepting the Offer and
your
belief that a sale of the Properties "may realize greater value"
and
"could lead to higher returns."  Please revise to provide the
basis
for your belief.  Considering you are in receipt of written offers
for the Properties, please elaborate upon your belief by
quantifying
the liquidation value of the Partnership.  Further, provide unit
holders with additional information regarding the pending offers
for
the Properties.  Do you plan on asking the offerors to increase
the
consideration for the Properties?  We note, for example, your
indication that the purchase price offer for the Fieldpointe
property
is $22,000,000 and comparing this to the Gross NOI valuation
prepared
by the bidder, it would seem that this purchase price is too low.
Also, you indicate that a sale of the Properties "could be
accomplished within the next six months."  Advise holders as to
where
you are in this process.
3. We note your indication that the terms of the limited
partnership
agreement prohibit a transfer of units if that transfer would
cause
50% or more of the Units to be transferred within 12 months.
Considering you were the subject of several tender offers within
the
last 12 months, advise holders as to whether you believe this
restriction will be triggered.  For example, was it triggered in
the
prior tender offers?

Item 8. Additional Information, page 6
4. We note your indication that affiliates of your general partner
have purchased Units from Unit holders on an unsolicited basis and
that you and/or they may continue this practice, including during
the
pendency of the Offer.  Please confirm to us that these purchases
will not violate Rule 14e-5 and explain why.

Closing Comments

      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 subject company 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 all filing persons acknowledging
that:

* the subject 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 subject 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 respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR and
"tagged"
as correspondence.  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
      If you do not agree with a comment, please tell us why in
your
response. Direct any questions regarding our comments to me at
(202)
942-2801.

								Sincerely,

								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

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March 24, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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