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, 1997           

                                        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) 362-0200                


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.  The term of the
partnership is sixty (60) years from the date of the Partnership Agreement
September 25, 1986, or the date of which all the assets acquired by the
partnership are sold or converted to cash.

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, 1997, the Partnership has made cash distributions to
Limited Partners of $4,724,456 for the period April 1, 1987 through
December 31, 1997.  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, 1997, the Partnership had no employees.  As of January
1, 1995, employees of SPECS, Inc. provide property management services to
the Partnership (as described in Note D).  James R. Hoyt, a General
Partner, is the principal and owner of 33 1/3% of SPECS, Inc. as of
December 31, 1997.
<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.
<PAGE>

Item 2.	Properties.

The following table sets forth the investment portfolio of the Partnership
at December 31, 1997:
                                                             Average
                              Properties at                Occupancy(*)
Property          Description  Initial Cost  Date Acquired   Percentage
                                                               1997     1996
Sunwood Village                                               
Apartments          252 Units   $10,954,651   May 15, 1987    83%       96%
Las Vegas, NV

Bayberry Crossing
Shopping Center   56,113 Sq.Ft. $ 4,175,012   Jun 30, 1987    88%       92%
Lee's Summit, MO

Oak Terrace Active
Retirement 
Center              129 Units   $ 8,604,769   Aug 31, 1988    97%       96%
Springfield, IL

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

Thomasbrook
Apartments          196 Units   $ 5,992,092   Aug 26, 1988    84%       89%
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.  (Gross possible rents is calculated by multiplying
      established market rates for each unit type by the total unit mix).

      The encumbrances against each property are described in Note C.
<PAGE>
Item 3. Legal Proceedings.

	As of December 31, 1997, the mortgage lender for The Thomasbrook
        Apartments had initiated foreclosure proceedings.


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, 1997, the Partnership had admitted 2,722
        Limited Partners who purchased 53,661 units.





 
(The remainder of this page left blank intentionally.)
<PAGE>
Item 6.	Selected Financial Data.	

                               Years Ended December 31,                 
OPERATING DATA          1997       1996       1995      1994      1993
(In Thousands)
 Rents                $ 5,792    $ 5,917    $ 5,583   $ 5,435   $ 5,674
 Maintenance
  Escalations and	   
  Other Income            314        281        314       256       287
 Property Operating 
  Expenses              3,192      3,101      3,021      2,878    2,960
 Interest Expense (1)   2,248      2,242      2,429      2,322    2,725
 Depreciation/
  Amortization          1,501      1,461      1,388      1,380    1,957
 Gain on sale 
   of Investment
   Property               ---        ---        ---        ---   (1,946)
 Extraordinary 
   gain on debt
   restructuring          ---        413        890        ---      913
 Partnership Income
  (Loss)              $  (835)  $   (193)  $    (51)   $  (889) $ 1,178

Partnership Income
 (Loss) Per Limited
  Partnership 
   Unit (2)        $   (15.41)  $  (3.57)  $   (.95)  $ (16.40) $ 21.74

Cash Distributions 
 Per Limited
  Partnership 
   Unit (3)        $      ---   $    ---   $     ---  $    ---  $  ---       
      

BALANCE SHEET DATA      1997       1996       1995      1994      1993   
(In Thousands)
Total Assets          $29,005    $29,702    $30,294   $30,963   $32,012
Mortgage Debt         $27,442    $27,474    $27,581   $28,556   $28,677


(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.

(3)   Cash distributions per limited partnership unit has been computed by
      dividing distributions paid to the Limited Partners by 53,661
      weighted average limited partnership units outstanding.







(The remainder of this page intentionally left blank.)
<PAGE>
Item 7.	Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

Results of Operations

When comparing 1997 and 1996 operations, total revenues decreased $92,101
(1.5%) primarily due to decreased occupancy on both residential and one of
the commercial properties.

Interest expense increased $5,734 (.2%) to $2,247,944 for 1997.
Depreciation and amortization went from $1,461,000 in 1996 to $1,500,977
in 1997, an increase of $40,395 (3%).

Total operating expenses for 1997 increased $90,950 (3%) from 1996 levels.
Professional services increased $52,570 (65%) due primarily as a result of
legal expense related to the Thomasbrook foreclosure proceedings.
Management fees decreased $13,825 (5%) while general and administrative
expenses remained stable.  In 1997 the loss before extraordinary item
increased from ($606,000) in 1996 to ($835,438) in 1997 (38%).

When comparing 1996 and 1995 operations, total revenues increased $300,061
(5%) primarily due to increased occupancy on both residential and
commercial properties.

Interest expense decreased $187,007 (8%) to $2,242,210 for 1996.
Depreciation and amortization went from $1,388,895 in 1995 to $1,460,582
in 1996.

Total operating expenses for 1996 increased $79,978 (3%) from 1995 levels.
Professional services decreased $15,672 (16%).  Management fees increased
$6,070 (2%), while general and administrative expenses remained stable.  In
1996 the loss before extraordinary items decreased from ($942,000) in 1995
to ($606,300) in 1996 (36%).

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.

The General Partners anticipate 1998 operating results will continue to
improve over 1997 and 1996 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 1997, the primary source of working capital was provided by net cash
provided by operating activities of $811,000.  Investing activities for new
equipment and additional bond reserves consumed $322,000 and financing
activities consumed an additional $182,000.  This resulted in an increase
of cash of $306,000 during the year.  Accrued interest increased during the
year by $115,000.

Thomasbrook Apartments' principal of $4,984,179 and accrued interest of
$722,760 is past due as of December 31, 1997.  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.  As of December 31, 1997, the mortgage
lender had initiated foreclosure proceedings and a receiver has been
appointed.

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.  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).
<PAGE>

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

Liquidity and Capital Resources--Cont'd.

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.

The General Partners believe that sufficient working capital will be
available during 1998 to fund known, on-going operating and capital
requirements of the Partnership.  In 1998, 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.

Year 2000

The Partnership is currently dependent upon the General Partners and SPECS,
Inc. ("SPECS") for management and administrative services.  It is
anticipated that the General Partners and SPECS will have to modify or
replace portions of their software so that the computer systems will
function properly with respect to dates in the year 2000 and thereafter
(the "Year 2000 Issue").  The project is estimated to be completed no later
than January, 1999.  It is anticipated that SPECS will install a Year 2000
compliant software system at the property by that date.  The cost of the
conversion is not anticipated to be material.  The general partners believe
that with modifications to existing software and conversion to new
software, the Year 2000 Issue will not pose significant operational
problems for its computer systems.  However, if such conversions are not
made, or are not completed timely, the Year 2000 Issue could have a
material impact on the operations of the Partnership.
<PAGE>
Item 7.	Management's Discussion and Analysis of Financial Condition and 
        Results of Operations--Cont'd.

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.

New Accounting Standards

SFAS No. 130, "Reporting Comprehensive Income," was issued in June 1997.
Comprehensive income is defined as net income plus certain items that are
recorded directly to shareholders' equity, such as unrealized gains and
losses on available-for-sale securities.  Components of comprehensive
income will be included in a financial statement that has the same
prominence as other financial statements starting in the first quarter of
fiscal 1999.  SFAS No. 130's disclosure requirements will have no impact
on the Partnership's financial condition or results of operations.

SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information," is effective for financial statements for periods beginning
after December 15, 1997, but interim reporting is not required in 1998.  An
operating segment is defined under SFAS No. 131 as a component of an
enterprise that engages in business activities that generate revenue and
expense for which operating results are reviewed by the chief operation
decision maker in the determination of resource allocation and performance.
The Partnership anticipates no impact of SFAS No. 131 on future financial
statement disclosures.

In April 1998, the Accounting Standards Executive Committee issued
Statement of Position 98-5 Reporting on the Costs of Start-Up Activities.
SOP 98-5 provides guidance on the financial reporting of start up costs and
organization costs.  It requires costs of start-up activities and
organization costs to be expensed as incurred.  The SOP broadly defines
start-up activities and provides examples to help entities determine what
costs are and are not within the scope of this SOP.  The SOP applies to all
nongovernmental entities and, in general, is effective for financial
statements for fiscal years beginning after December 15, 1998.

The Partnership is not in its start-up phase and thus does not expect this
SOP to have a significant effect on its financial statement when it becomes
effective.

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

New Accounting Standards--Cont'd.

In June 1998, the Financial Accounting Standards Board Issued SFAS 133, 
Accounting for Derivative Instruments and Hedging Activities.  SFAS 133 
requires companies to recognize all derivatives contracts as either assets
or liabilities in the balance sheet and to measure them at fair value.  If
certain conditions are met, a derivative may be specifically designated as
a hedge, the objective of which is to match the timing of gain or loss
recognition on the hedging derivative with the recognition of (i) the
changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk or (ii) the earnings effect of the hedged
forecasted transaction.  For a derivative not designated as a hedging
instrument, the gain or loss is recognized in income in the period of
change.  SFAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999.

Historically, the Partnership has not entered into derivatives contracts
either to hedge existing risks or for speculative purposes.  Accordingly,
the Partnership does not expect adoption of the new standard on January 1,
2000 to affect its financial statements.
<PAGE>

Item 8.	Financial Statements and Supplementary Data.


              SECURED INVESTMENT RESOURCES FUND, L.P. II
                                        Index
                                                     Page

Independent Auditors' Report                           14

Financial Statements:

Balance Sheets - December 31, 
1997 and 1996                                        15-16

Statements of Operations - Years 
Ended December 31, 1997, 1996 
                       and 1995							17

Statements of Partnership Capital (Deficit) - 
Years Ended December 31, 1997,
1996 and 1995                                          18 

Statements of Cash Flows - Years 
Ended December 31, 1997, 1996 
and 1995                                             19-20

Notes to Financial Statements                        21-33

	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, 1997 and 1996, and the related
statements of operations, partnership capital (deficit) and cash flows for
each of the three years in the period ended December 31, 1997.  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, 1997 and 1996, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1997 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        


St. Louis, Missouri
February 6, 1998
(Except for Note L dated September 3, 1998)
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. II 

BALANCE SHEETS
                 
                                                  December 31,
                                                 1997               1996        
ASSETS

INVESTMENT PROPERTIES (Notes B and C)
  Land and buildings                     $   36,499,895     $   36,354,615
  Furniture, fixtures and equipment           2,095,962          1,983,816
                                             38,595,857         38,338,431
  Less accumulated depreciation 	  
    and allowance for losses                 13,184,260         11,946,482
                                             25,411,597         26,391,949 

RESTRICTED DEPOSITS
  Bond cash reserves (Note C)                 1,510,000          1,510,000
  Bond principal reduction reserves             519,767            455,125
  Other                                          28,750             28,750
                                              2,058,517          1,993,875 

OTHER ASSETS
  Cash                                          867,658            561,667     
  Rents and other receivables, less 
    allowance of $122,350 in 1997 and 
    $54,600 in 1996                              55,968             14,431
  Due from related parties (Note D)             179,423            179,423 
  Prepaid expenses                              117,532             96,982 
  Debt issuance costs, net of accumulated
    amortization of $330,728 in 1997 and
    $218,729 in 1996                            253,586            365,585
  Commercial commissions, deposits and
    other                                        60,679             98,307
                                              1,534,846          1,316,395
 
                                           $ 29,004,960       $ 29,702,219

<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II

BALANCE SHEETS--CONT'D.
           
                                                    December 31, 
                                                  1997              1996  
LIABILITIES AND PARTNERSHIP CAPITAL (DEFICIT)

Mortgage debt (Note C)                     $ 27,442,267       $ 27,473,556
Deferred interest (Note C)                      737,370            737,370
   Accrued interest                             799,278            684,139
Accounts payable and accrued 
  expenses (Note G)                             548,265            471,568 
Unearned revenue                                 12,736             36,302 
Tenant security deposits                        149,660            148,462

      TOTAL LIABILITIES                      29,689,576         29,551,397


PARTNERSHIP CAPITAL (DEFICIT)
    General Partners
    Capital contribution                          1,000              1,000
    Partnership deficit                        (195,875)          (187,521)
                                               (194,875)          (186,521)
  Limited Partners
    Capital contributions                    18,901,831         18,901,831 
    Partnership deficit                     (19,391,572)       (18,564,488)
                                               (489,741)           337,343
      TOTAL PARTNERSHIP CAPITAL (DEFICIT)      (684,616)           150,822

                                           $ 29,004,960       $ 29,702,219




See notes to financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II 
STATEMENTS OF OPERATIONS					
                 						        	          		Years Ended December 31,  

                                       1997         1996        1995       
REVENUES                         $ 5,791,800 $  5,916,810  $ 5,583,063
  Interest                            24,230       11,722        3,601
  Maintenance escalations            289,442      269,041      310,848
                                   6,105,472    6,197,573    5,897,512
OPERATING AND ADMINISTRATIVE
 EXPENSES
 Property operating
    expenses                       2,649,931    2,604,239    2,514,846
  General and administrative
                                     143,211      136,698      136,511
  Professional services (Note D)     133,298       80,728       96,400
  Management fees (Note D)           265,549      279,374      273,304
  Depreciation and amortization    1,500,977    1,460,582    1,388,895
                                   4,692,966    4,561,621    4,409,956

NET OPERATING INCOME               2,913,483    3,096,534    2,876,451
     
NON-OPERATING EXPENSES
  Interest                         2,247,944    2,242,210    2,429,217
                                   3,748,921    3,702,792    3,818,112
Partnership loss
  before extraordinary item         (835,438)    (606,258)    (941,661)

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

PARTNERSHIP LOSS                    (835,438)  $ (193,450) $   (51,295)

Allocation of (loss)
  General Partners             $      (8,354)  $   (1,935) $       513)
  Limited Partners                  (827,084)    (191,525)     (50,782)

                               $    (835,438)  $ (193,460) $   (51,295)
Per Limited Partnership Unit
  loss before extraordinary item      (15.41)  $   (11.19) $    (17.37)
    Extraordinary item                   ---         7.62        16.42
Total per Limited
Partnership Unit                  $   (15.41) $     (3.57) $      (.95)
See notes to financial statements.
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. II

STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)

Years Ended December 31, 1997, 1996 and 1995

                                 General           Limited  
                                Partners          Partners         Total        

Balances at January 1, 1995   $ (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)

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

Partnership loss                  (8,354)         (827,084)     (835,438)

Balances at December 31, 1997 $ (194,875)       $ (489,741)   $ (684,616)


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

STATEMENTS OF CASH FLOWS
                                            Years Ended December 31,
                                        1997        1996          1995        

OPERATING ACTIVITIES
 Partnership loss                  $ (835,438)  $ (193,460)   $  (51,295)
 Adjustments to reconcile
  partnership loss to net cash
  provided by operating activities:		    	    
   Depreciation and amortization    1,500,977    1,460,582      1,388,895
   Gain on debt restructuring             ---     (412,798)      (890,366)
      Provision for losses on rents
    and other receivables              67,750        9,125        (24,638)
   Changes in assets and liabilities:
     Rents and other receivables     (109,287)     (11,487)        34,041 
     Prepaid expenses                 (20,550)      14,079         19,611 
Commercial commissions,
       deposits and other              37,628       40,663          5,974 
     Accounts payable 
       and accrued expenses            76,697       96,525          7,009
     Accrued interest                 115,139       (4,329)       435,431 
     Unearned revenue                 (23,566)      21,944            346
     Tenant security deposits           1,198        8,138         11,019

NET CASH PROVIDED BY  
  OPERATING ACTIVITIES                810,548    1,028,982        936,027 
 
INVESTING ACTIVITIES
  Improvements to investment 
    properties                       (257,426)    (323,827)      (358,069)
  Purchase of restricted bond
    cash reserves                     (64,642)     (53,951)        (5,460)

 NET CASH USED IN
  INVESTING ACTIVITIES           $   (322,068)  $ (377,778)  $   (363,529)
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II

STATEMENTS OF CASH FLOWS--CONT'D.

                                          Years Ended December 31,
                                     1997             1996          1995        

FINANCING ACTIVITIES

  Deferral of interest payable   $      ---        $     ---   $    17,748
  Debt issuance costs                   ---         (346,243)         (964)
  Advance to related 
     parties                            ---           (5,000)         (427)
  Principal payments on debt    (   182,489)        (259,129)     (350,244)

  NET CASH USED IN
   FINANCING ACTIVITIES            (182,489)        (612.372)     (333,887)

INCREASE IN CASH                    305,991           38,832       238,611
                                              
CASH BEGINNING OF YEAR              561,667          522,835       284,224

CASH END OF YEAR                $   867,658       $  561,667   $   522,835


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 equals
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.

Guaranteed 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 $0.00,
$346,243 and $964 were incurred and capitalized by the Partnership in 1997,
1996 and 1995, 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 1997, 1996 and 1995 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--SFAS No. 130, "Reporting Comprehensive Income,"
was issued in June 1997.  Comprehensive income is defined as net income plus
certain items that are recorded directly to shareholders' equity, such as
unrealized gains and losses on available-for-sale securities.  Components of
comprehensive income will be included in a financial statement that has the
same prominence as other financial statements starting in the first quarter
of fiscal 1999.  SFAS No. 130's disclosure requirements will have no impact
on the Partnership's financial condition or results in operations.

SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information," is effective for financial statements for periods beginning
after December 15, 1997, but interim reporting is not required in 1998. 
An operating segment is defined under SFAS No. 131 as a component of an 
enterprise that engages in business activities that generate revenue and
expense for which operating results are reviewed by the chief operation
decision maker in the determination of resource allocation and performance.  T

In April 1998, the Accounting Standards Executive Committee issued Statement
of Position 98-5 Reporting on the Costs of Start-Up Activities.  SOP 98-5
provides guidance on the financial reporting of start up costs and
organization costs.  It requires costs of start-up activities and
organization costs to be expensed as incurred.  The SOP broadly defines
start-up activities and provides examples to help entities determine what
costs are and are not within the scope of this SOP.  The SOP applies to all
nongovernmental entities and, in general, is effective for financial
statements for fiscal years beginning after December 15, 1998.

The Partnership is not in its start-up phase and thus does not expect this
SOP to have a significant effect on its financial statement when it becomes
effective.
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

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

New Accounting Standards - Cont'd.

In June 1998, the Financial Accounting Standards Board Issued SFAS 133,
Accounting for Derivative Instruments and Hedging Activities.  SFAS 133
requires companies to recognize all derivatives contracts as either assets or
liabilities in the balance sheet and to measure them at fair value.  If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss
recognition on the hedging derivative with the recognition of (i) the changes
in the fair value of the hedged asset or liability that are attributable to
the hedged risk or (ii) the earnings effect of the hedged forecasted
transaction.  For a derivative not designated as a hedging instrument, the
gain or loss is recognized in income in the period of change.  SFAS 133 is
effective for all fiscal quarters of fiscal years beginning after June 15,
1999.

Historically, the Partnership has not entered into derivatives contracts
either to hedge existing risks or for speculative purposes.  Accordingly, the
Partnership does not expect adoption of the new standard on January 1, 2000
to affect its financial statements.


     



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

NOTE B--INVESTMENT PROPERTIES

Investment properties consists of the following:

                                       December 31,
                                         1997                    1996
Cost (including capital
improvements subsequent
  to acquisition):

   Bayberry Crossing Shopping 
     Center                         $  4,476,000            $  4,467,610
   Forest Park Shopping Center         2,946,998               2,946,998
   Thomasbrook Apartments              6,688,856               6,660,081
   Sunwood Village Apartments         11,560,916              11,369,101
   Oak Terrace Healthcare Center       3,980,340               3,980,340
   Oak Terrace Active Retirement
     Center                            8,934,268               8,905,822
   Other equipment                         8,479                   8,479
                                      38,595,857              38,338,431
Less

   Accumulated depreciation           12,434,260              11,196,482
   Allowance for losses on
     investment properties               750,000                 750,000

                                    $ 25,411,597            $ 26,391,949


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 $1,237,778, $1,220,507 and $1,196,443 for the year
ended December 31, 1997, 1996 and 1995, respectively.
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE C--MORTGAGE DEBT


Mortgage debt consists of the following: 
                                                 December 31,              
                                           1997                 1996        
Collateralized by Investment Property:

 
    Bayberry Crossing Shopping Center  $   2,586,092       $  2,618,862
    Forest Park Shopping Center            1,114,184          1,201,571 
    Thomasbrook Apartments                 4,984,179          4,984,179 
    Sunwood Village Apartments             8,008,454          8,070,786
    Oak Terrace Active Retirement
    Center (OTARC) and Oak Terrace
    Healthcare Center (OTHCC)             12,800,000         12,800,000
       Less bond discount                 (2,050,642)        (2,201,842)

 
                                        $ 27,442,267       $ 27,473,556


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 $1,114,184 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
171/2 years, which fully amortizes the loan through the maturity date of
March, 2008.  The bonds are callable on April 1, 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 1997 or 1996 and as of December 31, 1997,
accrued interest for Thomasbrook Apartments is past due by $722,760 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
1998.

The net book value of this property was $4,332,000 as of December 31, 1997.

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 ($519,767).
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 $4,400,000 at an variable interest rates and $8,400,000 at the fixed
interest rates.

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 was then fixed at $737,370.  This amount has been accrued
and is reflected in deferred interest.

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, 1997 and 1996, the
unamortized balance of the bond discount was $2,050,642 and $2,201,842.

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 $2,132,805, $2,636,889 and $2,220,221 during
1997, 1996, and 1995, respectively.

Maturities of mortgage debt are as follows:

								
            1998         $   5,178,148        
            1999             2,708,843             
            2000               168,051            
            2001             7,873,231
            2002                87,387
            Thereafter      13,477,249  
                            29,492,909
           Bond discount   (2,050,642)
                          $ 27,442,267

NOTE D--RELATED PARTY TRANSACTIONS

SPECS, Inc., a Kansas Corporation in which the individual General Partner has
a minority 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 SPECS, Inc. are as follows:

             	                             Years Ended December 31,   
                                       1997         1996         1995          
 
Property management fees         $   265,549  $   279,374  $   273,304
Professional Services                 46,592       48,668       48,000
                                 $   311,942  $   328,042  $   321,304  
 

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 Village whose Management Fee is equal to 3%.
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE D--RELATED PARTY TRANSACTIONS
There was no management fee due for the years ended December 31, 1997, 1996
and 1995.

Amounts due from related parties consist of the following:

                                                    December 31,           
                                               1997             1996        
Secured Investment Resources II, Inc.     $  174,423       $  174,423 
Secured Investment Resources Fund, L.P.   $    5,000       $    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 1998.  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.


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,             
                                        1997             1996        

Vendor accounts payable           $    81,153       $   60,718
Real estate / property taxes          382,968          329,540
Professional fees                      45,803           30,201
Utilities                              15,300           25,093
Payroll reimbursement                  23,041           26,016       
                                    $ 548,265       $  471,568     

As of December 31, 1997, delinquent real estate taxes and the corresponding
interest on the delinquent taxes of approximately $235,000 and consist of
one-half of 1994 and all of 1995, 1996, and 1997 for Thomasbrook Apartments.








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<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,
                                           1997            1996        
Financial reporting basis:
  Total assets                       $ 29,004,960    $ 29,702,219
  Total liabilities                   (29,689,576)    (29,551,397)

  Total Partners' capital (deficit)  $   (684,616)   $    150,822 

Tax basis:
  Total assets                       $ 36,661,645    $ 37,294,801 
  Total liabilities                   (34,655,327)    (34,395,572)
 
  Total Partners' capital           $   2,006,318    $  2,899,229   



                                          Years Ended December 31,
                                1997           1996            1995
Partnership income
 (loss)--financial
  reporting purposes        $ (835,438)    $ (193,460)     $   (51,295)
Book versus tax differences
  due to:
    Deferred Interest              ---            ---         (129,977)
    Depreciation and
      amortization           (   6,649)       (17,931)         (44,713)
    Bond discount 
      amortization             (98,009)       (98,010)         (98,010)
   Unearned income             (23,566)        21,944           14,358
   Provision for doubtful
      accounts                                  9,125           (1,805)
   Other                        70,751          2,476            1,921
                               (57,473)       (82,396)           1,728
Partnership  
  loss--federal income 
   tax purposes           $   (892,911)    $ (275,856)      $  (49,567)
<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, 1997 are as follows:

                   1998            $    598,914
                   1999            $    484,825
                   2000            $    360,076
                   2001            $    182,152
                   2002            $     94,697 
                   Thereafter      $    221,314

                   TOTAL           $  1,941,978

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





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<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE K--DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of
each class of financial instrument for which it is practicable to estimate
that value:

Cash and Short-term Investments.  The carrying amount approximates fair value
because of the short maturity of those instruments.

Long-Term Debt.  The fair value of the Partnership's long-term debt is
estimated based on the quoted market prices for the same or similar issues or
on the current rates offered to the Partnership for debt of the same
remaining maturities.

The estimated fair values of the Partnership's financial instruments are as
follows:

                                         Carrying            Fair
                   1997                    Amount           Value        

Cash and short-term investments      $  2,926,175   $   2,926,175

Long-term debt                       $ 27,442,267    $ 24,000,000



NOTE L--SUBSEQUENT EVENT

In September 1998, the Partnership sold the Thomasbrook Apartments for
$150,000 subject to all debts of the property.  The property was subject to
a first mortgage of $4,984,179 at December 31, 1997 plus accrued interest of
$722,760 and delinquent real estate taxes of $210,284.  The Partnership's
basis in the property at December 31, 1997 is $4,331,612.  As a result of
this sale, the Partnership expects to realize a gain on the disposition of
the asset subject to the outstanding debts.  For the year ended December 31,
1997, the Thomasbrook Apartments had net revenues of $1,062,000 and total
expenses of $1,310,000.
<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.

Mr. James R. Hoyt is the sole officer and director.  

James R. Hoyt (the Individual General Partner), age 60, 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. (S.I.R.) and Secured Investment Resources Fund, L.P.
III, (S.I.R. 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, 1997, these partnerships, including Secured
Investment Resources Fund, L.P. II, have raised a total of $60,709,750.
<PAGE>


Item 11.	Management Compensation

During 1997, the Partnership paid $265,549 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.
<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                   14  

(ii)    Balance Sheets -                   
        December 31, 1997 and 1996                    15-16

(iii)     Statements of Operations -
        Years Ended December 31, 1997,    
        1996 and 1995                                   17        

(iv)    Statements of Partnership
        Capital (Deficit) - Years Ended December 31,  
        1997, 1996 and 1995                             18

(v)     Statements of Cash Flows               
        Years Ended December 31, 1997,
        1996 and 1995                                  19-20 

(vi)    Notes to Financial Statements                  21-33  
     	
(a)(2)  The following Financial Statement Schedules are  
        filed as part of this report: 

(i)     Schedule II - Allowance for Doubtful
        Accounts Statement Information                  40

(ii)    Schedule III - Real Estate and
        Accumulated Depreciation                      41-43


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 OakTerrace
                           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, 1997

         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, 

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

1996    $  45,475         $  65,590          $  56,465        $   54,600

1997    $  54,600         $  71,536          $   3,786         $ 122,350 
<PAGE>
<TABLE>
<CAPTION
                   Secured Investment Resources Fund, L.P. II
                 Schedule III - Real Estate & Accumulated Depreciation
                             December 31, 1997
                   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         8,008,454       1,375,448        9,706,178           123,000           626,190          (269,890)
 Las Vegas, NV 
    
Thomasbrook Apartments     4,984,179         655,327        5,305,193               ---           956,758          (228,422)
 Shawnee, KS

Strip Shopping Centers
Bayberry Crossings         2,586,092         607,184        3,729,847               ---           379,864          (240,895)
 Lee's Summit, MO

Forest Park                1,114,184         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           329,515               ---   

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    (2,050,642)           ---               ---               ---               ---             ---
 Health Care Center                                             
                        $ 27,442,267    $  3,674,823     $ 32,701,052     $    588,550      $  2,413,850      $  (782,418)
</TABLE>
<TABLE>
<CAPTION>
                                      Gross Amount at Which
                                   Carried at Close of Period                        
                                     Buildings &    Furniture
                                                                                                                        Accumulated
                                                                                              Accumulated       Date   Depreciation
                                    Land          Improvements    Equipment         Total    Depreciation   Acquired       Life
<S>                        <C>                   <C>            <C>          <C>           <C>             <C>         <C>
Other Equipment             $        ---          $       ---    $    8,479   $     8,479   $      8,475                 5 Yrs (2)
Garden Apartments:
 Sunwood Apartments            1,340,364            9,697,815       523,239    11,560,916      3,734,555    15-May-87   30 Yrs (1)
 Las Vegas, NV                                                                                                           5 Yrs (2)

Thomasbrook Apartments           451,058            5,715,369       522,427     6,688,856      2,357,244    26-Aug-88   30 Yrs (1)
 Shawnee, KS                                                                                                             5 Yrs (2)

Strip Shopping Centers
 Bayberry Crossing               574,761            3,615,679       285,560     4,476,000      1,407,117    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      1,482,617(3) 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       367,561     8,934,268      2,838,889    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      1,355,359    31-Aug-88   30 Yrs <F1>
 Springfield, IL                                                                                                         5 Yrs <F2>
             
                            $  3,499,545         $ 33,000,851  $  2,025,961  $ 38,595,857   $ 13,184,260
<FN>
(1) Estimated useful life of buildings.
(2) Estimated useful life of furniture and fixtures.
(3) Includes allowance for losses of $750,000.
</TABLE>
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.
<PAGE>
<TABLE>
<CAPTION>
                         Secured Investment Resources Fund, L.P. II
                  Schedule III - Real Estate & Accumulated Depreciation -- Continued
                                              December 31, 1997
                                                                            Buildings &      Furniture &
                                                   Total           Land    Improvements        Equipment 
<S>                                       <C>             <C>            <C>             <C>
(C) Reconciliation of Real Estate owned:
Balance at January 1, 1995                 $  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                  39,014,604       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
   Additions during year:
     Improvements                                257,426             ---        145,281          112,145

Balance at December 31, 1997               $  38,595,857   $   3,499,545  $  33,000,351    $   2,095,961 

(D)  Reconciliation of Accumulated Depreciation
Balance at January 1, 1995                     9,529,532             ---      8,305,035        1,224,497
   Additions during year:
     Depreciation Expense                      1,196,443             ---        877,397          319,046

Balance at December 31, 1995                  10,725,975             ---      9,182,432        1,543,543
   Additions during year:
     Depreciation Expense                      1,220,507             ---      1,090,203          130,304

Balance at December 31, 1996                  11,946,482             ---     10,272,635        1,673,847
   Additions during year:
     Depreciation Expense                      1,237,778             ---      1,091,038          146,740

Balance at December 31, 1997              $   13,184,260      $      --- $   11,363,673   $    1,820,587

(E)  The total gross amount of real estate at December 31, 1997 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.

	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:               , 1998


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:        , 1998 


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.