FORM 10-K
                                  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 1996 

                                        OR

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the transition period                   to                   
Commission file number                   0-16798                 

           SECURED INVESTMENT RESOURCES FUND, L.P. II            
      (Exact name of registrant as specified in its charter)     

                Delaware                          36-3451000     
(State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)                  Identification No.)

   5453 W. 61st Place, Mission, Kansas             66205       
(Address of principal executive offices)          (Zip Code)

(Registrant's telephone number, 
 including area code)                                   (913) 384-5700   


Securities registered pursuant to Section 12(b) of the Act:

                                       None  
                   
Securities registered pursuant to Section 12(g) of the Act:

        Limited Partnership Interests ("Units")

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter periods that the registrant was
required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes    X     No       

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of
Regulation S-K is not contained herein, and will not be contained, to the best
of
registrant's knowledge, in definitive proxy or information statements
incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]
<PAGE>
                             PART I
Item 1. Business

   Secured Investment Resources Fund, L.P. II ("Partnership") is a Delaware
   limited partnership formed pursuant to the Delaware Revised Uniform Limited
   Partnership Act on July 1, 1986.  James R. Hoyt is the Individual General
   Partner and Secured Investment Resources, II Inc., a Missouri corporation,
   is the Corporate General Partner.  The Partnership has no predecessors or
   subsidiaries.  The Partnership was formed with the intent to engage in the
   business of acquiring, improving, developing, operating and holding for
   investment, income-producing real properties with the objectives of (i)
   preserving and protecting the Partnership's capital; (ii) providing cash
   distributions from operations; (iii) providing capital growth through
   property appreciation; and (iv) increasing equity in property ownership by
   the reduction of mortgage loans on Partnership properties.

   On September 24, 1988, the Partnership closed its offering, having received
   gross proceeds of $26,830,500 from the sale of 53,661 units of limited
   partnership interests.  

   The Partnership originally acquired eight properties, which included four
   apartment communities, three shopping centers and a health care facility. 
   The General Partners feel that all of these properties met the
   Partnership's investment criteria and objectives.  Since the inception of
   the Partnership, two properties (one apartment community and one shopping
   center) have been sold.

   As of December 31, 1996, the Partnership has made cash distributions to
   Limited Partners of $4,724,456 for the period April 1, 1987 through
   December 31, 1996.  No distributions have been made since April 1990. 
   Future distributions will only be made from excess cash flow not needed for
   working capital reserves.  

   As of December 31, 1996, the Partnership had no employees.  Employees of
   SPECS, Inc. provide services to the Partnership.  The individual General
   Partner is a shareholder in SPECS, Inc.
<PAGE>
Item 1.     Business--Cont'd.

   Competition

   The real estate business is highly competitive and the Partnership competes
   with numerous entities engaged in real estate activities, some of which
   have greater financial resources than those of the Partnership.  The 
   Partnership's management believes that success against such competition is
   dependent upon the geographic location of the property, the performance of
   property managers, the amount of new construction in the area and the
   maintenance and appearance of the property.  With respect to residential
   property, competition is also based upon the design and mix of the units
   and the ability to provide a community atmosphere for the tenants.  The
   Partnership's management believes that general economic circumstances and
   trends and new properties in the vicinity of each of the Partnership's
   properties will also be competitive factors.

   Inflation

   The effects of inflation on the Partnership's operations or investments are
   not quantifiable.  Revenues from property operations fluctuate
   proportionately with increases and decreases in housing costs. 
   Fluctuations in the rate of inflation also affect the sales values of
   properties and, correspondingly, the ultimate gains to be realized by the
   Partnership from property sales.






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<PAGE>
Item 2.  Properties.

   The following table sets forth the investment portfolio of the Partnership
   at December 31, 1996:                                                      
                                                                Average
                                  Properties at                 Occupancy(*)
   Property       Description     Initial Cost  Date Acquired   Percentage 
                                                        1996    1995
Sunwood Village                                                
Apartments         252 Units      $10,954,651   May  15, 1987   96%     97%
Las Vegas, NV

Bayberry Crossing
Shopping Center    56,113 Sq.Ft.  $ 4,175,012   Jun. 30, 1987   92%     91%
Lee's Summit, MO
 
Oak Terrace Active
Retirement 
Center             129 Units      $ 8,604,769   Aug. 31, 1988   96%     91%
Springfield, IL

Oak Terrace                                                    
Healthcare Center   98 Beds       $ 3,980,340   Aug. 31, 1988  100%    100%
Springfield, IL

Thomasbrook
Apartments         196 Units      $ 5,992,092   Aug. 26, 1988   89%     91%
Shawnee, KS

Forest Park
Shopping Center   19,980 Sq.Ft.   $ 2,871,199   Nov. 23, 1988  100%    100%
St. Louis, MO

     (*)     Based upon vacancy amount (in dollars) as a percent
                  of gross possible rents.
     


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<PAGE>

Item 3.  Legal Proceedings.

   None.


Item 4. Submission of Matters to a Vote of Security Holders.

   None.


                       PART II


Item 5. Market for Registrant's Common Equity and Related Security Holder
        Matters.

   (A)  There is no established public trading market for the Units of
        the Partnership.
   (B)  There have been no distributions the last three years.
   (C)  As of December 31, 1996, the Partnership had admitted 2,722
        Limited Partners who purchased 53,661 units.





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<PAGE>
Item 6.     Selected Financial Data. 

                            Years Ended December 31,                 

OPERATING DATA              1996      1995       1994       1993      1992
(In Thousands)
 Rents                   $ 5,917    $ 5,583    $ 5,435    $ 5,674   $ 6,102
 Maintenance
  Escalations and    
  Other Income               281        314        256        287       322
 Property Operating 
  Expenses                 3,101      3,021      2,878      2,960     3,308
 Interest Expense (1)      2,242      2,429      2,322      2,725     3,426
 Depreciation/
  Amortization             1,461      1,388      1,380      1,957     2,264
 Gain on sale 
   of Investment 
   Property                ---          ---        ---     (1,946)      ---
 Extraordinary 
   gain on debt 
   restructuring           413          890        ---        913       ---
 Partnership Income
  (Loss)               $  (193)     $   (51)   $  (889)   $ 1,178   $(2,574)

Partnership Income
 (Loss) Per Limited
  Partnership 
   Unit (2)            $ (3.57)     $ ( .95)   $(16.40)   $ 21.74   $(47.48)

Cash Distributions 
 Per Limited
  Partnership 
   Unit               $   ---      $   ---    $   ---    $   ---   $   ---


BALANCE SHEET DATA       1996       1995       1994       1993      1992   
(In Thousands)
Total Assets           $29,702    $30,294    $30,963    $32,012   $40,550
Mortgage Debt          $27,474    $27,581    $28,556    $28,677   $38,361

     
     (1)     Certain reclassifications have been made from
             interest expense to amortization to more accurately
             reflect the change in the bond discount
             amortization related to the Oak Terrace bond
             financing.  There was no income effect as a result
             of these reclassifications.
<PAGE>
Item 6. Selected Financial Data--Cont'd.   

   (2)  Partnership income (loss) per limited partnership
        unit is computed by dividing the income (loss)
        allocated to the Limited Partners by the weighted
        average number of limited partnership units
        outstanding.  Per unit information has been
        computed based on 53,661 weighted average limited
        partnership units outstanding.
      
Item 7. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

        Results of Operations

        When comparing 1996 and 1995 operations, total
        revenues increased $300,000 (5.1%) primarily due to
        increased occupancy on both residential and
        commercial properties.

        Interest expense decreased $187,000 (7.7%) to
        $2,242,000 for 1996.  Depreciation and amortization
        went from $1,389,000 in 1995 to $1,461,000 in 1996,
        an increase of $72,000 (5.2%).  

        Total operating expenses for 1996 increased $90,000
        (3.5%) from 1995 levels.  Professional services
        decreased $16,000 (1.7%).  Management fees
        increased $6,000 (2.2%) while general and
        administrative expenses remained stable.  In 1996
        the loss before extraordinary item decreased from
        ($942,000) in 1995 to ($606,000) in 1996 (35.7%).  

        When comparing 1995 and 1994 operations, total
        revenues increased $206,000 (3.6%) primarily due to
        increased occupancy on both residential and
        commercial properties. 

        Interest expense increased $107,000 (4.6%) to
        $2,429,000 for 1995.  Depreciation and amortization
        went from $1,381,000 in 1994 to $1,388,000 in 1995.

        Total operating expenses for 1995 increased
        $143,000 (5.0%) from 1994 levels.  Professional
        services decreased $7,000 (6.9%).  Management fees
        increased $8,000 (3.2%), while general and
        administrative expenses increased $7,000 (5.3%). 
        In 1995 the loss before extraordinary items
        increased from ($889,000) in 1994 to ($942,000) in
        1995 (5.9%).

<PAGE>
Item 7. Management's Discussion and Analysis of Financial
        Condition and Results of Operations--Cont'd

        Results of Operations--Cont'd. 

        In The Pines revenues for 1993 were $682,000, while
        operating expenses were $315,000.  Interest for
        1993 was $369,000 and depreciation was $112,000. 
        The following comparisons between the Partnership's
        1994 and 1993 operations do not include these
        figures in order to provide a fair operational
        comparison for 1994 and 1993.

        The 1994 Partnership loss of $(889,000) is much
        better than the 1993 amount of $(1,681,000), prior
        to gains associated with debt restructuring and the
        sale of In The Pines.  When comparing 1994 and 1993
        operations, total revenues increased $413,000
        (7.8%) to $5,691,000.  Of this increase $308,000
        was from residential property and $105,000 was from
        commercial property.  These increases came about
        due to higher average rental rates, decreased
        rental concessions and improved occupancy levels.  
        The higher residential rental rates, resulted in
        increased resident turnover and higher operating
        expenses.  

        Operating  expenses  increased   $233,000   (8.8%) 
        to $2,878,000.  These increases were primarily in
        the areas of repairs, supplies, payroll, and
        utilities.

        The General Partners anticipate 1997 operating
        results will continue to improve over 1996 and 1995
        as a result of the continued planned increase in
        rental rates and decreased rental incentives.  This
        planned increase in net rental income will be
        combined with continued efforts to reduce expenses. 
   

        Liquidity and Capital Resources

        During 1996, the primary source of working capital
        was provided by net cash provided by operating
        activities of $1,029,000.  Investing activities for
        new equipment and additional bond reserves consumed
        $378,000 and financing activities consumed an
        additional $612,000.  This resulted in an increase
        of cash of $39,000 during the year.  Accrued
        interest decreased during the year by $4,000. 

        Thomasbrook Apartments' principal and interest is 
<PAGE>

Item 7. Management's Discussion and Analysis of Financial
        Condition and Results of Operations--Cont'd

        Liquidity and Capital Resources--Cont'd.

        past due by  $606,791 as of December 31, 1996.  The cash
        generated from operations for that property is
        insufficient to service the mortgage under the current
        payment requirements.  The General Partner has had
        ongoing negotiations with the lender concerning a
        complete restructure of the mortgage and related debt
        service.  

        On May 17, 1996 the Partnership refinanced the matured
        first mortgage on Sunwood Village Apartments.  The terms
        of the new mortgage are interest at 8.625% with monthly
        principal and interest payments of $63,000 through the
        loan maturity date of June 1, 2001 (5 years).  The
        Partnership recognized a gain of $352,227 refinancing the
        note due in 1996.  All of the deferred interest relating
        to the original note was forgiven by the Lender.  

        On November 21, 1996 the Partnership refinanced the first 
        and second mortgage on Bayberry Crossing Shopping Center. 
        The terms of the new mortgage are 8.25% interest with
        monthly principal and interest payments of $21,571
        through the loan maturity date of November 10, 1999
        (three years).

        The Partnership recognized a gain of $60,571 upon
        refinancing of the notes due in 1996.  All of the
        deferred interest, accrued interest and late charges
        relating to the original note were forgiven by the
        lender.  

        During 1995, the primary source of working capital was
        provided by net cash form operating activities of
        $936,000.  Investing activities for new equipment and
        additional bond reserves consumed $363,000 and financing
        activities consumed an additional $333,000.  This
        resulted in an increase of cash of $239,000 during the
        year.  Accrued interest increased during the year by
        $435,000.  Thomasbrook Apartments' mortgage is past due
        by $540,296 as of December 31, 1995.  The cash generated
        from operations for that property is insufficient to
        service the mortgage under the current payment
        requirements.

        During 1994, the primary source of working capital was
        provided by operating activities.  Operations generated
        $541,000, while investing activities for new equipment
        and additional bond reserves consumed 
<PAGE>

Item 7. Management's Discussion and Analysis of Fiancnial
        Condition and Results of Operations--Con't'd.

        Liquidity and Capital Resources--Cont'd.

        $229,000 and financing activities consumed an additional
        $236,000, resulting in an increase of cash of $76,000
        during the year.  The increased cash flow from improved
        rent receivable collections and improved operations,
        allowed the partnership to reduce accounts payable to
        $145,000.  Accrued interest increased during the year by $78,000.

        The General Partners believe that sufficient working  
        capital will be available during 1997 to fund known, on-
        going operating and capital requirements of the Partnership.
        In 1997, the Partnership anticipates cash flow from operations
        will improve because management intends to 1) improve occupancy
        on the commercial properties; 2) achieve rental rate increases;
        3) decrease the amount of promotional rent discounts offered on
        the residential properties; and 4) continue to maintain stringent     
        controls over expenses.

        The General Partners intend to evaluate the property
        portfolio to determine if it is prudent to offer one or
        more properties for sale or possibly restructure the
        related financing packages.  Any unleveraged portion of
        the net sales proceeds or favorable refinancing terms
        will generate additional working capital.

        The General Partners have determined it prudent to
        discontinue cash distributions until such time that
        adequate working capital reserves are available.  

        All statements contained herein that are not historical
        facts including the Partnership's current business
        strategy, the Partnership's projected sources and uses of
        cash, and the Partnership's plans for future operations,
        are based upon current expectations.  These statements
        are forward-looking in nature and involve a number of
        risks and uncertainties.  Actual results may differ
        materially.  Among the factors that could cause actual
        results to differ materially are the following: the
        availability of sufficient capital to finance the
        Partnership's business plans on terms satisfactory to the
        Partnership; competitive factors; changes in regulations
        affecting the Partnership's business; general businesses
        and economic conditions; and other factors described from
        time to time in the Partnership's reports filed with the
        Securities and Exchange Commission.  The Partnership
        cautions readers not to place undue reliance on any such
        forward-looking statements, which statements are made
        pursuant to the Private Litigation Reform Act of 1995
        and, as such, speak only as of the date made.
<PAGE>
Item 8. Financial Statements and Supplementary Data.

            SECURED INVESTMENT RESOURCES FUND, L.P. II

                              Index
                                           Page

   Independent Auditors' Report             12

   Financial Statements:

   Balance Sheets - December 31, 
   1996 and 1995                           13-14

   Statements of Operations - Years 
   Ended December 31, 1996, 1995 
   and 1994                                 15

   Statements of Partnership Capital - 
   Years Ended December 31, 1996,
   1995 and 1994                            16 

   Statements of Cash Flows - Years 
   Ended December 31, 1996, 1995 
   and 1994                                17-18

   Notes to Financial Statements           19-29
<PAGE>
                 INDEPENDENT AUDITORS' REPORT


The Partners
Secured Investment Resources Fund, L.P. II
Mission, KS 

     We have audited the accompanying balance sheets of Secured
Investment Resources Fund, L.P. II as of December 31, 1996 and
1995, and the related statements of operations, partnership capital
and cash flows for each of the three years in the period ended
December 31, 1996.  We have also audited the schedules listed in
the accompanying index.  These financial statements and schedules
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements and schedules based upon our audits.

     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements and schedules are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements and schedules.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
financial statements and schedules.  We believe that our audits
provide a reasonable basis for our opinion.

     As discussed in Note C, the Partnership has a mortgage loan
that is delinquent on scheduled payments and real estate taxes. 
The Partnership is in current negotiations with the mortgage holder
to extend or refinance this obligation.

     In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Secured Investment Resources Fund, L.P. II at December 31, 1996 and
1995, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.

     Also in our opinion, the schedules present fairly, in all
material respects, the information set forth therein.


                          s/  BDO Seidman, LLP


St. Louis, Missouri
February 7, 1997
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II 

BALANCE SHEETS


                                                   December 31,
                                               1996              1995     
ASSETS

INVESTMENT PROPERTIES (Notes B and C)
  Land and buildings                     $ 36,354,615      $ 36,217,082
  Furniture, fixtures and equipment         1,983,816         1,797,522
                                           38,338,431        38,014,604
  Less accumulated depreciation    
    and allowance for losses               11,946,482        10,725,975
                                           26,391,949        27,288,629 

RESTRICTED DEPOSITS
  Bond cash reserves (Note C)               1,510,000         1,510,000
  Bond principal reduction reserves           455,125           429,924
  Other                                        28,750               ---
                                            1,993,875         1,939,924 

OTHER ASSETS
  Cash                                        561,667           522,835  
  Rents and other receivables, less 
    allowance of $54,600 in 1996 and 
    $45,475 in 1995                            14,431            12,069
  Due from related parties (Note D)           179,423           174,423 
  Prepaid expenses                             96,982           111,061 
  Debt issuance costs, net of accumulated
    amortization of $218,729 in 1996 and
    $129,854 in 1995                          365,585            89,487
  Commercial commissions, deposits and
    other                                      98,307           155,700

                                            1,316,395         1,065,575


                                         $ 29,702,219      $ 30,294,128


See notes to financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II

BALANCE SHEETS--CONT'D.

                                                       December 31,    
                                                  1996           1995         
              
LIABILITIES AND PARTNERSHIP CAPITAL

Mortgage debt (Note C)                      $ 27,473,556   $ 27,581,485
Deferred interest (Note C)                       737,370      1,126,213  
Accrued interest                                 684,139        688,468
Accounts payable and accrued 
  expenses (Note G)                              471,568        398,997 
Unearned revenue                                  36,302         14,358 
Tenant security deposits                         148,462        140,325

      TOTAL LIABILITIES                       29,551,397     29,949,846


PARTNERSHIP CAPITAL    
  General Partners
    Capital contribution                           1,000          1,000
    Partnership deficit                         (187,521)      (185,586)
                                                (186,521)      (184,586)
  Limited Partners
    Capital contributions                     18,901,831     18,901,831 
    Partnership deficit                      (18,564,488)   (18,372,963)
                                                 337,343        528,868
      TOTAL PARTNERSHIP CAPITAL                  150,822        344,282

                                            $ 29,702,219   $ 30,294,128




See notes to financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II 
STATEMENTS OF OPERATIONS                        
                                        Years Ended December 31,
                                      1996             1995           1994   
REVENUES
  Rents                        $ 5,916,810     $  5,583,063    $ 5,435,088
  Interest                          11,722            3,601            ---
  Maintenance escalations          269,041          310,848        256,181
                                 6,197,573        5,897,512      5,691,269
 
OPERATING AND ADMINISTRATIVE
 EXPENSES
  Property operating 
    expenses                     2,604,239        2,514,846      2,379,688
  General and administrative
    expenses                       136,698          136,511        129,607
  Professional services (Note D)    80,728           96,400        103,593
  Management fees (Note D)         279,374          273,304        264,876
                                 3,101,039        3,021,061      2,877,764

NET OPERATING INCOME             3,096,534        2,876,451      2,813,505
     
NON-OPERATING EXPENSES
  Interest                       2,242,210        2,429,217      2,322,166
  Depreciation and
    amortization                 1,460,582        1,388,895      1,380,517
                                 3,702,792        3,818,112      3,702,683
Partnership income (loss)
  before extraordinary item       (606,258)        (941,661)      (889,178)

Extraordinary gain on
  debt restructuring--
  (Note C)                         412,798          890,366           ---

PARTNERSHIP INCOME (LOSS)      $  (193,460)    $    (51,295)   $  (889,178)

Allocation of income (loss)
  General Partners             $    (1,935)     $      (513)   $    (8,892)
  Limited Partners                (191,525)         (50,782)      (880,286)

                               $  (193,460)     $   (51,295)   $  (889,178)
Per Limited Partnership Unit
  Income (loss) before 
  extraordinary item           $    (11.19)    $     (17.37)   $    (16.40)
  Extraordinary item                  7.62            16.42            ---

Total per Limited 
  PartnershiUnit               $    ( 3.57)    $       (.95)   $    (16.40)

See notes to financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II

STATEMENTS OF PARTNERSHIP CAPITAL

Years Ended December 31, 1996, 1995 and 1994


 
                                    General       Limited      
                                   Partners      Partners       Total   


Balances at January 1, 1994      $ (175,181)    $1,459,936    $1,284,755

Partnership loss                    ( 8,892)    (  880,286)   (  889,178)

Balances at December 31, 1994      (184,073)       579,650       395,577

Partnership loss                    (   513)    (   50,782)   (   51,295)

Balances at December 31, 1995      (184,586)       528,868       344,282

Partnership loss                     (1,935)      (191,525)     (193,460)

Balance at December 31, 1996     $ (186,521)    $  337,343    $  150,822




See notes to financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II 

STATEMENTS OF CASH FLOWS
                                             Years Ended December 31,
                                       1996           1995           1994     

OPERATING ACTIVITIES
 Partnership loss              $  ( 193,460)  $    (51,295)  $   (889,178)
 Adjustments to reconcile
  partnership loss to net cash
  provided by operating activities:                 
   Depreciation and amortization   1,460,582     1,388,895      1,380,517
   Gain on debt restructuring       (412,798)     (890,366)           ---
   Provision for losses on rents
    and other receivables              9,125       (24,638)       (16,385)
   Changes in assets and liabilities:
     Rents and other receivables     (11,487)       34,041         52,251 
     Prepaid expenses                 14,079        19,611         48,381 
 Commercial commissions,
       deposits and other             40,663         5,974         42,313 
     Accounts payable 
       and accrued expenses           96,526         7,009       (144,774)
     Accrued interest                 (4,329)      435,431         78,117 
     Unearned revenue                 21,944           346         (3,520)
     Tenant security deposits          8,137        11,019         (6,187)

NET CASH PROVIDED BY  
  OPERATING ACTIVITIES             1,028,982       936,027        541,535 
 
INVESTING ACTIVITIES
  Improvements to investment 
    properties                      (323,827)     (358,069)      (226,809)
  Purchase of restricted bond
    cash reserves                    (53,951)       (5,460)        (2,592)

 NET CASH USED IN
  INVESTING ACTIVITIES         $    (377,778) $   (363,529)  $   (229,401)
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II

STATEMENTS OF CASH FLOWS--CONT'D.

                                             Years Ended December 31,
                                       1996           1995           1994    
FINANCING ACTIVITIES

  Deferral of interest payable   $        ---   $     17,748   $     38,154
  Debt issuance costs                (346,243)          (964)        (2,708)
  Advanced (to) from related 
     parties                           (5,000)          (427)         1,138
  Principal payments on debt         (259,129)      (350,244)      (273,009)

  NET CASH USED IN
   FINANCING ACTIVITIES              (612,372)      (333,887)      (236,425)

INCREASE IN CASH                       38,832        238,611         75,709

CASH BEGINNING OF YEAR                522,835        284,224        208,515

CASH END OF YEAR                 $    561,667   $    522,835   $    284,224




See notes to financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II

NOTES TO FINANCIAL STATEMENTS

Note A--SIGNIFICANT ACCOUNTING POLICIES

Organization and Business--Secured Investment Resources Fund, L.P.
II (the  Partnership) is a Delaware limited partnership formed
pursuant to the Delaware Revised Uniform Limited Partnership Act on
July 1, 1986.  The General Partners' and Limited Partners' interest
in Partnership earnings or loss initially amounts to 1% and 99%,
respectively.  The allocation of the 1% interest between the
General Partners is discretionary.  At such point in time cash
distributions to the Limited Partners amount to their original
invested capital plus interest at a rate of the greater of 8% (10%
for those investors who subscribed for units on or before December
31, 1986) or the increase in the consumer price index per annum,
cumulative non-compounded on their adjusted invested capital,
earnings or loss will be allocated 15% to the General Partners and
85% to the Limited Partners.

Restricted Deposits--These restricted deposits are deposited into
Money Market Treasury Funds and Certificates of Deposits.  The
Partnership expects to hold these until bond maturity.  The
amortized cost value approximates market value.

Depreciation--Investment property is depreciated on a straight-line
basis over the estimated useful life of the property (30 years for
buildings and 5 years for furniture, fixtures and equipment). 
Improvements are capitalized and depreciated over their estimated
useful lives.  Maintenance and repair expenses are charged to
operations as incurred.

Income Taxes--Any tax liabilities or benefits arising from 
Partnership operations are recognized individually by the
respective partners and, consequently, no provision will be made by
the Partnership for income taxes or income tax benefits.

Partnership Income or Loss Per Limited Partnership Unit--Partnership
operations are recognized individually by the respective partners and,
consequently, no provision will be made by the Partnership for income
taxes or income tax benefits. 

Debt Issuance and Refinancing Costs--Loan costs in the amount of
$346,243, $964 and $2,708 were incurred and capitalized by the
Partnership in 1996, 1995 and 1994, respectively.  These costs are
being amortized over the term of the related loans.
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONT'D

Reclassifications--Certain items in the 1996, 1995 and 1994
financial statements have been reclassified.  No income effect
resulted from these reclassifications.

Accounting Estimates--The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those
estimates.

New Accounting Standards--In March 1995, the FASB issued its
Statement of Financial Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived Assets and For Long-Lived Assets to Be
Disposed Of ("SFAS 121").  SFAS 121 requires that long-lived assets
and certain intangibles to be held and used by an entity be
reviewed for impairment when events or changes in circumstances
indicate that the carrying amount may not be recoverable.  In
addition, SFAS 121 requires long-lived assets and certain
intangibles to be disposed of to be reported at the lower of
carrying amount or fair value less costs to sell.  SFAS 121 is
effective for fiscal years beginning after December 15, 1995.  The
application of this pronouncement did not have a material effect on
the financial statements of the Partnership.




(The remainder of this page intentionally left blank.)
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE B--INVESTMENT PROPERTIES

Investment properties consists of the following:

                                               December 31,          
                                        1996              1995    
Cost (including capital
  improvements subsequent
  to acquisition):

   Bayberry Crossing Shopping 
     Center                         $  4,467,610     $  4,451,962
   Forest Park Shopping Center         2,946,998        2,944,655
   Thomasbrook Apartments              6,660,081        6,579,745
   Sunwood Village Apartments         11,369,101       11,285,696
   Oak Terrace Healthcare Center       3,980,340        3,980,340
   Oak Terrace Active Retirement
     Center                            8,905,822        8,763,727
   Other equipment                         8,479            8,479
                                      38,338,431       38,014,604
Less

   Accumulated depreciation           11,196,482        9,975,975
   Allowance for losses on
     investment properties               750,000          750,000

                                    $ 26,391,949     $ 27,288,629


During 1991 and 1990, the Partnership reduced the carrying value of
its commercial property portfolio to reflect real estate market
conditions.  This change is reflected in Allowance for Losses on
Investment Properties.

Depreciation expense was $1,220,507, $1,196,443 and $1,189,238 for
the year ended December 31, 1996, 1995 and 1994, respectively. 
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE C--MORTGAGE DEBT


Mortgage debt consists of the following: 

                                                December 31,      
                                            1996          1995    
Collateralized by Investment Property:

  First Mortgages:  

    Bayberry Crossing Shopping Center  $ 2,618,862   $   831,023
    Forest Park Shopping Center          1,201,571     1,288,958  
    Thomasbrook Apartments               4,984,179     4,984,179 
    Sunwood Village Apartments           8,070,786     8,136,792
    Oak Terrace Active Retirement
     Center (OTARC) and Oak Terrace 
     Healthcare Center (OTHCC)          12,800,000    12,800,000
       Less bond discount               (2,201,842)   (2,353,042)

  Second Mortgages:

    Bayberry Crossing Shopping Center          ---     1,893,575

                                       $27,473,556   $27,581,485


Bayberry Crossing Shopping Center (Bayberry)

On November 21, 1996 the Partnership refinanced the first and second
mortgage on Bayberry Crossing Shopping Center.  The terms of the new
mortgage are 8.25% interest with monthly principal and interest
payments of $21,571 through the loan maturity date of November 10,
1999 (three years).

The Partnership recognized a gain of $60,571 upon the refinancing of
the notes in 1996.  All of the deferred interest, accrued interest and
late charges relating to the original note were forgiven by the
lender.  

<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE C--MORTGAGE DEBT--CONT'D.


Forest Park Shopping Center (Forest Park)

A bond financing agreement with a current balance of $1,201,571 is
collateralized by Forest Park.  Principal and interest payments are
due monthly.  Interest is calculated at 80% of the current prime rate
and adjusted annually.  Monthly principal is due at an amortization
rate of 17 years, which fully amortizes the loan through the maturity
date of March, 2008.  The bonds are callable on April 1, 1998 and
2003.  The interest rates at the adjustment dates of April 1, 1996,
1995 and 1994 were 8.25%, 7.20%, and 6.25% respectively.

Thomasbrook Apartments (Thomasbrook)

A purchase money note with a current balance of $4,984,179 is
collateralized by Thomasbrook.  Principal and interest payments are
due monthly in an amount necessary to amortize the principal over
thirty years.  The interest rate is 9.5% through the maturity date of
September 1, 2000.

No principal payments were made in 1996 and as of December 31, 1996,
accrued interest for Thomasbrook Apartments is past due by $606,791
due to the negative cash flow status of the apartment complex.   The
General Partner and the lender are engaged in ongoing negotiations
related to a restructure of this debt and it is anticipated that a
restructure will be completed in 1997.  The Partnership is currently
paying debt service at $35,000 per month which represents the cash
flow of the property.  It is anticipated those payments will continue
until a restructuring or refinancing is completed.

The net book value of this property was $4,531,000 as of December 31,
1996.

Sunwood Village Apartments (Sunwood)

On May 17, 1996 the Partnership refinanced the matured first mortgage
on Sunwood Village Apartments.  The terms of the new mortgage are
interest at 8.625% with monthly principal and interest payments of
$63,000 through the loan maturity date of June 1, 2001 (5 years).

The Partnership recognized a gain of $352,227 upon refinancing of the
note in 1996.  All of the deferred interest relating to the original
note was forgiven by the lender.  

<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE C--MORTGAGE--CONT'D.

Oak Terrace Active Retirement Center (OTARC) and Oak Terrace
Healthcare Center (OTHCC)

A bond financing agreement is collateralized by OTARC, OTHCC, and
interest earned on bond cash reserves and debt service reserves
invested in Money Market Mutual Funds ($1,510,000) and Certificates
of Deposits ($455,125).  The original principal balance of $15,100,000
consisted of variable rate demand multi-family housing revenue bonds,
which mature serially from December 31, 1991 to December 2015.  The
effective rate was fixed on the commencement date of the bonds based
on 20 Year U.S. Treasury Bonds futures contracts.  The bonds contained
a financing agreement providing for the financial institution to
receive a fee to fix the interest rate at 6.2% on $10,700,000 of the
principal balance.  The bond discount paid to obtain this agreement
is amortized over the life of the bonds using an effective interest
rate method.  The remaining $4,400,000 of the original principal
balance bears interest at variable rates. This rate, which is
determined weekly by the Remarketing Agent, is based upon his opinion
as to the minimum rate necessary to sell the Bonds (at par) in a
secondary market. At December 31, 1996 the variable rate was 6.2%. 
The current $12,800,000 balance of bonds consist of $4,400,000 at a
variable interest rate and $8,400,000 at the fixed interest rate. 

The Partnership had the option to pay or defer payment on the
difference in the fixed rate 6.2% on the $10,700,000 bonds and the
reduced rate of 4.22%.  On April 20, 1994 the fixed rate was reduced
to 4.22%.  The balance of deferred interest calculated at that date
was the difference between the bonds floating rate and the fixed rate. 
The resulting balance of deferred interest was $737,370.

Pursuant to the terms of the bond financing agreement, certain cash
reserves are required and are designated for scheduled principal
payments and replacement reserves.  Interest earned on these reserves
is recorded as a reduction of interest expense and is considered in
the computation of the amortization of the bond discount.  As of
December 31, 1996 and 1995, the unamortized balance of the bond
discount was $2,201,842 and $2,353,042.   

In 1993, the Partnership reached an agreement with the lender whereby
the lender released $2,096,949 of bond cash reserves to the
Partnership in exchange for a principal paydown of $1,900,000 on the
variable rate portion of the bonds. The principal paydown was a
prepayment of scheduled principal reductions through December 31,
1998.  Therefore, no additional principal payments are required until
December 1999.
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE C--MORTGAGE--CONT'D.

Cash paid for interest totaled $2,636,889, $2,220,221 and $2,209,797
during 1996, 1995, and 1994, respectively.

Maturities of mortgage debt are as follows:

   Year                                    
   1997                          $ 5,169,328          
   1998                              193,781          
   1999                            2,705,013          
   2000                              167,522          
   2001                            7,875,119
   Thereafter                      1,180,375         
                                  29,675,398          
   Bond discount                  (2,201,842)

   Net debt outstanding          $27,473,556

NOTE D--RELATED PARTY TRANSACTIONS

Through December 31, 1994, property management services were
provided by The Hoyt Group, a Kansas Corporation in which the
individual general Partner had a majority interest.  As of January
1, 1995, SPECS, Inc., a Kansas Corporation in which the individual
General Partner has an interest, receives property management fees
for providing property management services.  SPECS, Inc. also
performs various professional services for the Partnership,
primarily tax accounting, audit preparation, SEC 10Q and 10K
preparation, and investor services.  Amounts paid by the
Partnership to The Hoyt Group and SPECS, Inc. are as follows:

                                 Years Ended December 31,   
                                1996        1995       1994     

Property management fees      $279,374    $273,304   $264,876
Professional Services           48,668      48,000        ---
                              $328,042    $321,304   $264,876  

These professional services were provided by an unrelated entity
previous to January 1, 1995.

The General Partners are entitled to receive a Partnership
Management Fee equal to 5% of Cash Flow From Operations (as
defined) for managing the normal operations of the Partnership
exception for Forest Park whose Management Fee is equal to 3%, Oak
Terrace Health Care which pays 2% in Management Fees, and Sunwood
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE D--RELATED PARTY TRANSACTIONS

Village whose Management Fee is equal to 3%.  There was no
management fee due for the years ended December 31, 1996, 1995 and
1994.  

Amounts due from related parties consist of the following:

                                            December 31,     
                                            1996         1995   
Secured Investment Resources II, Inc.   $  174,423   $  174,423 
Secured Investment Resources Fund, L.P. $    5,000   $      ---

The amount due from Secured Investment Resources II, Inc.
represents excess syndication costs.  Because of many factors, the
Partnership did not raise the level of capital anticipated during
the initial offering period.  As a result, syndication and
acquisition costs exceeded the amount allowed per the Partnership
Agreement.  The General Partners are obligated to reimburse these
excess costs/fees.

NOTE E--CASH DISTRIBUTIONS

No distributions have been made since April 1990.  Future
distributions will only be made from excess cash flow not needed
for working capital reserves.  

NOTE F--PARTNERSHIP LIQUIDITY

The Partnership operates within the real estate industry and is
subject to its economic forces, which contributes additional
liquidity risk to the Partnership's investment portfolio.  These
risks include, but are not limited to, changes in general or local
economic conditions, changes in interest rates and the availability
of permanent mortgage financing which may render the acquisition,
sale or refinancing of a property difficult or unattractive,
changes in real estate and zoning laws, increases in real estate
taxes, federal or local economic or rent controls, floods,
earthquakes and other acts of God and other factors beyond the
control of the Partnership's management.  The illiquidity of real
estate investments generally may impair the ability of the
Partnership to respond promptly to changing economic conditions.

The General Partners believe that sufficient working capital will
be available to fund known, ongoing operating and capital
expenditure requirements of the Partnership during 1997.  The
primary source of working capital is expected to be cash flow from
operations which is expected to improve over that of the previous
year due to improved operations.  
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE F--PARTNERSHIP LIQUIDITY--CONT'D

Certain positive factors are expected to affect 1997 operations are
improved occupancy on the commercial properties, residential rental
rate increases and decreased usage of promotional rent discounts. 
It is also expected that stringent controls over expenditures will
be maintained.  

The availability of the liquidity sources and accomplishment of
these objectives are partially predicated on the real estate
economic conditions discussed above, which are beyond the control
of the Partnership, and will influence the achieved results.

NOTE G--ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consists of the following:

                                        December 31,       
                                     1996          1995    

Vendor accounts payable          $    60,718   $     47,135
Real estate / property taxes         329,540        246,510
Professional fees                     30,201         53,733
Utilities                             25,093         23,652
Payroll reimbursement                 26,016         27,967                   
                                 $   471,568   $    398,997     

As of December 31, 1996, delinquent real estate taxes and the
corresponding interest on the delinquent taxes are $189,458 and
consist of one-half of 1994 and all of 1995 and 1996 for
Thomasbrook Apartments.




(The remainder of this page intentionally left blank.)
<PAGE>
NOTES
TO FINANCIAL STATEMENTS--CONT'D.                     

NOTE H--INCOME TAXES

The Partners' capital accounts differ for financial reporting
purposes and federal income tax purposes.  The primary differences
result from: 1) depreciation and amortization; 2) losses and
provision for losses on investment properties; and 3) provision for
doubtful accounts.  The effect of these items is summarized as
follows:


                                             December 31,
                                          1996          1995    
Financial reporting basis:
  Total assets                        $ 29,702,219  $ 30,294,128
  Total liabilities                    (29,551,397)  (29,949,846)

  Total Partners' capital             $    150,822  $    344,282 

Tax basis:
  Total assets                        $ 37,294,801    37,895,516 
  Total liabilities                    (34,395,572)  (34,718,036)

  Total Partners' capital             $  2,899,229   $ 3,177,480   

                                  
                                       Years Ended December 31,               
                                   1996           1995            1994    
Partnership loss --
  financial reporting 
  purposes                     $ (193,460)    $   (51,295)    $  (889,178)
Book versus tax differences
  due to:
    Deferred Interest               ---           129,977        (129,977)
    Depreciation and
      amortization                (17,931)        (44,713)        (46,211)
    Bond discount 
      amortization                (98,010)        (98,010)       (139,719)
   Unearned income                 21,944          14,358             ---
   Provision for doubtful
      accounts                      9,125          (1,805)        (16,120)
    Other                           2,476           1,921           1,961
                                  (82,396)          1,728        (330,066)
Partnership loss --
  federal income 
  tax purposes                 $ (275,856)    $   (49,567)    $(1,219,244)


<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.                        

NOTE I--LEASES

Rental income on investment properties is reported when earned. The
Partnership leases its commercial properties under non-cancelable
operating lease agreements.  The Partnership's residential properties
are leased under short-term lease agreements.  Future minimum rents
to be received as of December 31, 1996 are as follows:

             1997        $  408,732
             1998           317,395
             1999           216,706
             2000           125,017
             2001            88,486
             Thereafter      17,392

             TOTAL       $1,173,728

NOTE J--SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Non-cash activity for the year ended December 31, 1995 follows:

                                                             1995
Purchase of Thomasbrook Apartments second mortgage:
  Mortgage debt retired                              $    775,000
  Other liabilities                                       115,366
                                                     $    890,366

NOTE K--DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying values reflected in the balance sheets at December 31,
1996, reasonably approximate the fair values for cash and cash
equivalents.  The Partnership cannot estimate the fair value of its
fixed rate borrowings at December 31, 1996, as there is no readily
available market value for instruments with similar
characteristics.
<PAGE>
Item 9.  Changes in and Disagreement with Registrant's Certifying 
         Accountants on Accounting and Financial Disclosure.
         None.
                             PART III

Item 10.  Directors and Executive Officers of the Registrant.

          The General Partners of the Partnership are James R. Hoyt
          and Secured Investment Resources II, Inc.

          Secured Investment Resources II, Inc. (the Corporate
          General Partner) was incorporated under the laws of the
          state of Missouri on June 20, 1986 for the purpose of
          acting as General Partner and Acquisition Agent of the
          Partnership.

          As of December 31, 1996, Mr. James R. Hoyt is the sole
          officer and director.  

          James R. Hoyt (the Individual General Partner), age 59,
          holds a Bachelor's Degree in Business Administration and
          is a licensed real estate broker in two states.  Mr. Hoyt
          has been actively involved for more than the past twenty
          years in various real estate endeavors including
          development, syndication, property management and
          brokerage.  

          Mr. Hoyt is the Individual General Partner and sponsor of
          Secured Investment Resources Fund, L.P. and Secured
          Investment Resources Fund, L.P. III.  Since 1983, Mr.
          Hoyt has also been involved as the Individual General
          Partner in ten specified real estate private placement
          offerings.  As of December 31, 1996, these partnerships,
         including Secured Investment Resources Fund, L.P. II,
         have raised a total of $60,709,750.

<PAGE>
Item 11.  Management Compensation

          During 1996, the Partnership paid $279,374 in fees to
          related parties for property management services.

Item 12.  Security Ownership of Certain Beneficial Owners and 
          Management.

         (a)  Security Ownership of certain beneficial owners.

              No individual or group as defined by Section
              13(d)(3) of the Securities Exchange Act of 1934,
              known to the registrant is the beneficial owner of
              more than 5 percent of the registrant's securities.
 
              (b)  Security ownership of Management.

                   The General Partners own less than 1%.

              (c)  Change in Control.

                   None.

Item 13.  Certain Relationships and Related Transactions.

          See Notes to Financial Statements, Note D appearing in
          Item 8.




(The remainder of this page intentionally left blank.)
<PAGE>
                             PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports
          on Form 8-K.

          (a)(1)    The following Financial Statements of Secured
                    Investment Resources Fund, L.P. II are included in
                    Item 8:
 
                                                                 Page
   
                    (i)   Independent Auditors' Report             12  

                    (ii)  Balance Sheets -                   
                          December 31, 1996 and 1995              13-14

                    (iii) Statements of Operations -       
                          Years Ended December 31, 1996,    
                          1995 and 1994                             15   
    
                    (iv)  Statements of Partnership 
                          Capital - Years Ended December 31,  
                          1996, 1995 and 1994                       16
 
                    (v)   Statements of Cash Flows               
                          Years Ended December 31, 1996,
                          1995 and 1994                           17-18 

                    (vi)  Notes to Financial Statements           19-29 

          (a)(2)  The following Financial Statement Schedules are             
                  filed as part of this report: 

                    (i)  Schedule II - Allowance for Doubtful
                            Accounts                                36

             (ii) Schedule III - Real Estate and
                      Accumulated Depreciation                    37-40

 All schedules other than those indicated in the index have been
 omitted as the required information is presented in the financial
 statements, related notes or is inapplicable.
<PAGE>
Item 14.  Exhibits, Financial Statement Schedules and Reports
          on Form 8-K--Cont'd.

          (a)(3)  The following Exhibits are Incorporated by Reference and
                  are an integral part of this Form 10-K.

    Exhibit Number                             Description
             
      (1)                   (a)  Amendment to Dealer Manager
                                 Agreement dated April 30, 1987. (ix)

      (3)                   (a)  Amended and Restated Agreement of
                                 Limited Partnership. (iii)

                            (b)  Second Amendment to Restated
                                 Certificate and Agreement of Limited
                                 Partnership. (vii)

                            (c)  Certificate of Limited Partnership.
                                 (i)

      (4)                   (a)  Form of Subscription Agreement.
                                 (iii)

                            (b)  Form of Certificate evidencing
                                 units. (i)

                            (c)  See 3(a) & 3(b) above. (iii)

                            (d)  See 3(c) above. (i)

      (10)                  (a)  Property Management Agreement
                                 between the Partnership and The Hoyt
                                 Group Limited Partnership. (i)

                            (b)  Escrow Agreement between the
                                 Partnership and The Mission Bank.
                                 (ii) 

                            (c)  Administrative Services Agreement
                                 between Secured Investment Resources
                                 II, Inc. and the Partnership. (i)

                            (d)  Real Estate Contract of Sale and
                                 Exhibit for Sunwood Apartments. (iv)

                            (e)  Deed of Trust, Promissory Note and
                                 Exhibits for Sunwood Apartments.
                                 (vi) 

                            (f)  Real Estate Contract of Sale and
                                 Exhibits for Bayberry Crossing
                                 Shopping Center. (v)

<PAGE>
Item 14.  Exhibits, Financial Statement Schedules and Reports
         on Form 8-K--Cont'd.

   Exhibit Number                             Description

                            (g)  Deed of Trust, Promissory Note and
                                 Exhibits for Bayberry Crossing
                                 Shopping Center. (vi)

                            (h)  Real Estate Purchase Agreement and
                                 Exhibits for Country Club Place
                                 Shopping Center. (vi)

                            (i)  Deed of Trust, Promissory Note and
                                 Exhibits for Country Club Place
                                 Shopping Center. (vi) 
                         
                            (j)  Real Estate Purchase Agreement and
                                 Exhibits for In The Pines 
                                 Apartments. (viii)

                            (k)  Deed of Trust, Promissory Note and
                                 Exhibits for In The Pines
                                 Apartments. (viii)

                            (l)  Asset Purchase Agreement and
                                 Exhibits for Oak Terrace Active
                                 Retirement Community. (x)

                            (m)  Asset Purchase Agreement and
                                 Exhibits for Oak Terrace Health Care
                                 Center. (x)
 
                            (n)  Lease for Oak Terrace Health Care
                                 Center. (x)

                            (o)  Loan Agreement for Bond Financing on
                                 Oak  Terrace Active Retirement
                                 Community. (x)
                  
                            (p)  Real Estate Contract of Sale and
                                 Exhibits for Forest Park Shopping
                                 Center. (xi)

                            (q)  Real Estate Contract of Sale and
                                 Exhibits for Thomasbrook Apartments.
                                 (xii)

                            (r)  Loan Assumption Documents for
                                 Thomasbrook Apartments. (xii)

      (16)                  (a)  Letter regarding Change in Certified
                                 Accountant. (xi), (xiii)

      (25)                  (a)  Power of Attorney (i)         

      (28)                  (a)  Guarantee of General Partners. (i)
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports
         on Form 8-K--Cont'd.

(i)      Previously filed on July 17, 1986 as an Exhibit to the
         Registration Statement on Form S-11 (file no. 33-7302)
         such Exhibit and Registration Statement incorporated
         herein by reference.

(ii)     Previously filed on September 25, 1986 as an Exhibit to
         Amendment #1 to the Registration Statement of Form S-11
         such Exhibit and Registration Statement incorporated
         herein by reference.

(iii)    Previously filed on September 25, 1986 in the Prospectus
         as part of Amendment #1 to Registration Statement and
         incorporated herein by reference.

(iv)     Previously filed as an exhibit to Form 8-K dated June 2,
         1987 and incorporated herein by reference.

(v)      Previously filed as an exhibit to Form 8-K dated June 5,
         1987 and incorporated herein by reference.

(vi)     Previously filed as an exhibit to Registration Statement
         on Form S-11 (file No. 33-7302) dated August 13, 1987 and
         incorporated herein by reference.

(vii)    Previously filed as an Exhibit to the Supplement
         Prospectus dated August 13, 1987 as part of Post-effective
         Amendment No. 4 to the Registration Statement
         on Form S-11 (file No. 33-7302) and incorporated herein
         by reference.

(viii)   Previously filed as an Exhibit to Form 8-K dated January
         13, 1988 and incorporated herein by reference.

(ix)     Previously filed as an Exhibit to Form 8, Amendment    to
         Form 8-K dated February 29, 1988 and incorporated herein
         by reference.

(x)      Previously filed as an Exhibit to Form 8-K dated
         September 14, 1988 and incorporated herein by reference.

(xi)     Previously filed as an Exhibit to Form 8-K dated December
         7, 1988 and incorporated herein by reference.

(xii )   Previously filed as an Exhibit to Form 10-K dated March
         30, 1989 and incorporated herein by reference.

(xiii)   Previously filed as an Exhibit to Form 8-K dated December
         4, 1989 and incorporated herein by reference.

(b)      Report of Form 8-K filed during the fourth quarter

         None.
<PAGE>
                    Secured Investment Resources Fund L.P. II
                  Schedule II - Allowance for Doubtful Accounts
                               December 31, 1996

                  Balance at      Additions    Bad Debt Write   Balance at
                 Beginning of    Charged to     Offs Deducted      End
                    Period       Operations    From Allowance   of Period 

    For Years Ended December 31, 

     1994          $ 63,400       $(16,385)      $    267       $  47,282

     1995          $ 47,282       $(24,638)      $ 22,831          45,475

     1996          $ 45,475       $ 65,590       $ 56,465       $  54,600
<PAGE>
<TABLE>
Secured Investment Resources Fund, L.P. II
Schedule III - Real Estate & Accumulated Depreciation
December 31, 1996
<CAPTION>
                                              Initial Cost to Partnership  (A)       Subsequent to Acquisition 
                                                       Buildings &     Furniture                   Reduction 
                             Encumbrances     Land     Improvements    Equipment    Improvements  of Basis (B)  
<S>                          <C>         <C>           <C>            <C>          <C>           <C>                               
Other Equipment              $      ---  $      ---    $      ---      $    ---       $  8,479    $     --- 

Garden Apartments:
   Sunwood Apartments         8,070,786   1,375,448     9,706,178       123,000        434,365     (269,890)
   Las Vegas, NV 

   Thomasbrook Apartments     4,984,179     655,327     5,305,193           ---        927,983     (228,422)
   Shawnee, KS

Strip Shopping Centers
   Bayberry Crossings         2,618,862     607,184     3,729,847           ---        371,474     (240,895)
   Lee's Summit, MO

   Forest Park                1,201,571     504,761     2,372,378           ---        113,070      (43,211)
   St. Louis, MO 

Retirement Center:
   Oak Terrace Active
     Retirement Center
   Springfield, IL           11,744,225     258,269     8,174,500        172,000        301,053        --- 

Nursing Home:
   Oak Terrace Health
     Care Center              1,055,775     273,834     3,412,956        293,550            ---          --- 
   Springfield, IL  

Less Bond Discount on
   Oak Terrace Active 
    Retirement Center and    (2,201,842)       ---           ---             ---            ---           --- 
    Health Care Center                                                                                         
                            $27,473,556  $3,674,823   $32,701,052   $    588,550     $2,156,424     $(782,418)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             Gross Amount at Which
                                           Carried at Close of Period                        
                                               Buildings &    Furniture                    Accumulated      Date      Depreciation
                                       Land   Improvements    Equipment       Total      Depreciation(3)   Acquired       Life     
<S>                               <C>         <C>          <C>           <C>             <C>             <C>           <C>      
Other Equipment                   $      ---  $      ---   $     8,479   $     8,479     $    8,479                    5 Yrs <F2>
Garden Apartments:
   Sunwood Apartments               1,340,364   9,552,542       476,195    11,369,101      3,354,809     15-May-87     30 Yrs <F1>
   Las Vegas, NV                                                                                                        5 Yrs <F2>
   Thomasbrook Apartments             451,058   5,714,861       494,162     6,660,081      2,129,345     26-Aug-88     30 Yrs <F1>
   Shawnee, KS                                                                                                          5 Yrs <F1>

Strip Shopping Centers
   Bayberry Crossings                 574,761   3,615,679       277,170     4,467,610      1,275,091     30-Jun-87     30 Yrs <F1>
   Lee's Summit, MO                                                                                                     5 Yrs <F2>

   Forest Park Shopping Center        492,694   2,359,159        95,145     2,946,998      1,400,784     23-Nov-88     30 Yrs <F1>
   St. Louis, MO                                                                                                        5 Yrs <F2>

Retirement Center:
   Oak Terrace Active
    Retirement Center
   Springfield, IL                    366,834   8,199,873       339,115     8,905,822      2,536,381     31-Aug-88     30 Yrs <F1>
                                                                                                                        5 Yrs <F2>

Nursing  Home:
   Oak Terrace Health
    Care Center                       273,834   3,412,956       293,550     3,980,340      1,241,593     31-Aug-88     30 Yrs <F1>
   Springfield, IL                                                                                                      5 Yrs <F2>
                                   $3,499,545 $32,855,070    $1,983,816   $38,338,431    $11,946,482


<PAGE>
<FN>
<F1> Estimated useful life of buildings.
<F2> Estimated useful life of furniture and fixtures.
<F3> Includes allowance for losses of $750,000.
NOTES:
  (A) The initial cost to the Partnership represents the original purchase price of the properties,
      including $205,582 and $145,578 of improvements incurred in 1988 and 1987, respectively, which
      were contemplated at the time the property was acquired.

  (B) Receipts received under the terms of certain guarantee agreements are recorded by the 
      Partnership as a reduction of the basis of the property to which the guaranteed income relates.
</TABLE>
<PAGE>
<TABLE>
                                    Secured Investment Resources Fund, L.P. II
                              Schedule III - Real Estate & Accumulated Depreciation -- Continued
                                                      December 31, 1996
<CAPTION>                                                                          Buildings &   Furniture &
                                                            Total          Land   Improvements     Equipment         
<S>                                                   <C>            <C>           <C>            <C>
(C) Reconciliation of Real Estate owned:
Balance at January 1, 1994                            $37,429,726    $3,390,979    $32,742,546    $1,296,201
   Additions during year:
     Improvements                                         226,809           ---         34,117       192,692

Balance at December 31, 1994                           37,656,535     3,390,979     32,776,663     1,488,893
   Additions during year:
     Improvements                                         358,069           ---         49,439       308,630
Balance at December 31, 1995                           38,014,604     3,390,979     32,826,102     1,797,523
   Additions during year:
     Improvements                                         323,827       108,566         28,968       186,293

Balance at December 31, 1996                          $38,338,431    $3,499,545    $32,855,070    $1,983,816

(D)  Reconciliation of Accumulated Depreciation
Balance at January 1, 1994                              8,340,293           ---      7,035,013     1,305,280
   Additions during year:
     Depreciation Expense                               1,189,239           ---      1,100,507        88,732

Balance at December 31, 1994                            9,529,532           ---      8,135,520     1,394,012
   Additions during year:
     Depreciation Expense                               1,196,443           ---        877,397       319,046

Balance at December 31, 1995                           10,725,975           ---      9,012,917     1,713,058
   Additions during year:
     Depreciation Expense                                                         1,220,507            ---     1,090,203   130,304

Balance at December 31, 1996                          $11,946,482    $      ---    $10,103,120    $1,843,362

(E)  The total gross amount of real estate at December 31, 1996 includes $3,085,450 of acquisition fees paid to affiliates.
</TABLE>
<PAGE>
                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                   SECURED INVESTMENT RESOURCES FUND, L.P. II 
                        A Delaware Limited Partnership
                             (Registrant)



                   By:                                        
                             James R. Hoyt
                        as Individual General Partner


                   Date:                  


         Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.


                   By: Secured Investment Resources II, Inc.
                          as Corporate General Partner



                   By:                                        
                             James R. Hoyt, President


                   Date:                     


         Supplemental Information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which Have Not
Registered Securities Pursuant to Section 12 of the Act.

         No annual report or proxy material has been sent to security
         holders.
<PAGE>
                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                   SECURED INVESTMENT RESOURCES FUND, L.P. II 
                        A Delaware Limited Partnership
                           (Registrant)



                   By:   /s/ James R. Hoyt                    
                             James R. Hoyt
                        as Individual General Partner


                   Date: April 14, 1997


         Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.


                   By: Secured Investment Resources II, Inc.
                           as Corporate General Partner



                   By:   /s/ James R. Hoyt                    
                             James R. Hoyt, President


                   Date: April 14, 1997


         Supplemental Information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which Have Not
Registered Securities Pursuant to Section 12 of the Act.

         No annual report or proxy material has been sent to security
         holders.