SECURED INVESTMENT RESOURCES FUND LP II
10-K, 1996-04-15
REAL ESTATE
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                                 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, 1995 

                                    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, 1995, the Partnership has made cash distributions
         to Limited Partners of $4,724,456 for the period April 1, 1987
         through December 31, 1995.  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, 1995, the Partnership had no employees.  Employees
         of SPECS, Inc. provide services to the Partnership.  The individual
         General Partner is a minority 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.  
<PAGE>
Item 2.  Properties.

         The following table sets forth the investment portfolio
         of the Partnership at December 31, 1995:               
                                                            
                                                                 
                                                                Average
                               Properties at                 Occupancy(*)
 Property       Description     Initial Cost  Date Acquired    Percentage 
                                                              1995    1994
Sunwood Village                                                
Apartments         252 Units      $10,954,651   May  15, 1987   97%     95%
Las Vegas, NV

Bayberry Crossing
Shopping Center    56,113 Sq.Ft.  $ 4,175,012   Jun. 30, 1987   91%     88%
Lee's Summit, MO
 
Oak Terrace Active
Retirement 
Center             129 Units      $ 8,604,769   Aug. 31, 1988   91%     96%
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   91%     93%
Shawnee, KS

Forest Park
Shopping Center   19,980 Sq.Ft.   $ 2,871,199   Nov. 23, 1988  100%     96%
St. Louis, MO

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



(The remainder of this page left blank intentionally.)
<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, 1995, 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           1995      1994      1993      1992     1991
(In Thousands)
 Rents                 $5,583    $5,435    $5,674    $6,102   $6,129
 Maintenance
  Escalations and      
  Other Income            314       256       287       322      337
 Property Operating 
  Expenses              3,021     2,878     2,960     3,308    3,655
 Interest Expense (1)   2,429     2,322     2,725     3,426    3,419
 Depreciation/
  Amortization          1,388     1,380     1,957     2,264    2,377
 Provision For 
  Losses on Invest-
  ment Properties (2)     ---       ---       ---       ---      430
 (Gain) Loss on sale 
   of Investment 
   Property               ---       ---    (1,946)      ---    2,789
 Extraordinary 
   gain on debt 
   restructuring          890       ---       913       ---     ---
 Partnership Income
  (Loss)              $   (51)   $ (889)   $1,178   $(2,574)  (6,204)

Partnership Income
 (Loss) Per Limited
  Partnership 
   Unit (3)           $(  .95)   $(16.40)  $ 21.74 $(47.48) $(114.47)

Cash Distributions 
 Per Limited
  Partnership 
   Unit (4)            $  ---    $   ---   $  ---  $   ---   $  --- 


BALANCE SHEET DATA      1995       1994      1993      1992     1991   
(In Thousands)
Total Assets           30,294     30,963    32,012    40,550   42,258
Mortgage Debt          27,581     28,556    28,677    38,361   37,761

     
    (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)  During the fourth quarter of 1991, the Partnership reduced
         the carrying value of its commercial property portfolio
         to reflect market conditions within the real estate industry.
     
    (3)  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.
     
    (4)  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 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
         increased from ($889,000) in 1994 to ($942,000) in 1995 (5.9%).

         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.
     
         Operational results and respective comparisons to prior years are
         dramatically impacted by the extensive debt restructuring achieved
         by the Partnership during 1993.  This 1993 restructuring primarily
         consisted of the Partnership conveying In The Pines (ITP), which it
         purchased in 1987 for $6,367,000, to the property's second mortgage
         holder in exchange for the following consideration: (1) assumption
         by the conveyee of the first mortgage on ITP in the amount of
         $2,799,000; and (2) retirement of two existing lines of credit
         totaling $5,703,000.   The  total partnership debt retired by this 
<PAGE>

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

         Results of Operations--Cont'd.

         conveyance in 1993 was $8,501,000, which exceeded the original
         purchase price by approximately $2,100,000.
   
         The agreement also modified the debt service on the two short-term
         lines of credit for the period December 1, 1992 through date of
         conveyance.  The modified debt service during this term was equal
         to the monthly cash flow generated by ITP.  The General Partners
         determined that it was in the Partnership's best interest to complete 
         the transaction, which resulted in a gain in the conveyance of
         the property measured at its fair market value in the amount of
         $1,946,000.   

         In conjunction with the ITP agreement, the Partnership obtained a
         release of bond cash reserves of $2,100,000 from the lenders on
         Oak Terrace Active Retirement Center (OTARC).  These funds were then
         used for a principal paydown of $1,900,000 on the hedged portion of
         the bonds on OTARC, which represented a prepayment of scheduled
         principal reductions through December 31, 1998.  No additional
         principal payments are required until December, 1999.  Upon receipt
         of the $1,900,000 paydown, the lender then released its mortgage on
         ITP, which allowed the Partnership to complete the ITP transaction
         as described above.  The Partnership additionally reduced the bond
         discount balance to reflect this principal paydown.

         The General Partners anticipate 1996 operating results will continue
         to improve over 1995 and 1994 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.    
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations--Cont'd.

         Liquidity and Capital Resources

         During 1995, the primary source of working capital was provided by
         net cash from 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 Partner has had ongoing negotiations with the lender
         concerning a complete restructure of the mortgage and related debt
         service.
 
         The Sunwood Village Apartment mortgage matures on April 1, 1996. 
         The Partnership is aggressively seeking replacement financing and
         has had extensive negotiations with the current lender concerning an
         extension of the existing debt.  Placement of new mortgages or
         extensions of existing debt could have a significant impact on the
         Partnership's cash flow.
 
         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
         $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 by $145,000.

         Accrued interest increased during the year by $78,000.

         During 1993, $10,700,000 of debt was scheduled to mature.  The
         conveyance of In The Pines eliminated approximately $8,501,000 of
         debt.  Additionally, $1,900,000 of restricted deposits related to
         the Oak Terrace financing agreement were applied toward the unpaid
         principal balance of the bonds outstanding.  A $2,000,000 promissory
         note was obtained during the first quarter of 1993, with the proceeds
         used to retire a like amount of  existing debt.  These transactions,
         as well as approximately $100,000 of cash flow from operations, were
         used to satisfy the $10,700,000 of debt maturities during 1993.

         The General Partners believe that sufficient working capital will be
         available during 1996 to fund known, on-going operating and capital
         requirements of the 
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations--Cont'd.

         Liquidity and Capital Resources--Cont'd.
          
         Partnership.  In 1996, 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.  

<PAGE>
Item 8.  Financial Statements and Supplementary Data.


          SECURED INVESTMENT RESOURCES FUND, L.P. II

                                   Index
                                                       Page

          Independent Auditors' Report                   13

          Financial Statements:

          Balance Sheets - December 31, 
          1995 and 1994                               14-15

          Statements of Operations -  
          Years Ended December 31, 1995, 1994 
          and 1993                                       16

          Statements of Partnership Capital -
          Years Ended December 31, 1995, 
          1994 and 1993                                  17 

          Statements of Cash Flows - Years
          Ended December 31, 1995, 1994 
          and 1993                                    18-19

          Notes to Financial Statements               20-32
<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, 1995 and
1994, and the related statements of operations, partnership
capital and cash flows for each of the three years in the period
ended December 31, 1995.  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 mortgage loans
that mature during the next fiscal year or is delinquent on
scheduled payments.  The Partnership is in current negotiations
with these mortgage holders to extend or refinance these
obligations.

     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,
1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December
31, 1995 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
April 10, 1996
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. II 

BALANCE SHEETS

                                                    December 31,
                                                1995             1994     
ASSETS

INVESTMENT PROPERTIES (Notes B and C)
  Land and buildings                        $ 36,217,082      $36,167,642
  Furniture, fixtures and equipment            1,797,522        1,488,893
                                              38,014,604       37,656,535
  Less accumulated depreciation      
    and allowance for losses                  10,725,975        9,529,532
                                              27,288,629       28,127,003 

RESTRICTED DEPOSITS
  Bond cash reserves (Note C)                  1,510,000        1,510,000
  Bond principal reduction reserves              429,924          424,464
                                               1,939,924        1,934,464

OTHER ASSETS
  Cash                                           522,835          284,224  
  Rents and other receivables, less 
    allowance of $45,475 in 1995 and 
    $47,282 in 1994                               12,069           21,472
  Due from related parties (Note D)              174,423          173,996 
  Prepaid expenses                               111,061          130,672 
  Debt issuance costs, net of accumulated
    amortization of $129,854 in 1995 and
    $88,602 in 1994                               89,487          129,775
  Commercial commissions, deposits and
    other                                        155,700          161,674

                                               1,065,575          901,813


                                            $ 30,294,128      $30,963,280
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II

BALANCE SHEETS--CONT'D.


                                                      December 31,    
                                                   1995         1994      
                    
LIABILITIES AND PARTNERSHIP CAPITAL

Mortgage debt (Note C)                        $ 27,581,485  $28,555,529    
Deferred interest (Note C)                       1,126,213    1,108,465  
Accrued interest                                   688,468      368,403   
Accounts payable and accrued 
  expenses (Note G)                                398,997      391,988 
Unearned revenue                                    14,358       14,012 
Tenant security deposits                           140,325      129,306

      TOTAL LIABILITIES                         29,949,846   30,567,703   


PARTNERSHIP CAPITAL 
  General Partners
    Capital contribution                             1,000        1,000
    Partnership deficit                           (185,586)    (185,073) 
                                                  (184,586)    (184,073)
  Limited Partners
    Capital contributions                       18,901,831   18,901,831 
    Partnership deficit                        (18,372,963) (18,322,181)
                                                   528,868      579,650
      TOTAL PARTNERSHIP CAPITAL                    344,282      395,577

                                              $ 30,294,128  $30,963,280

See notes to financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II 
STATEMENTS OF OPERATIONS                     
                                        Years Ended December 31,
                                  1995              1994            1993    

REVENUES
  Rents                       $ 5,583,063       $ 5,435,088     $ 5,674,072
  Interest                          3,601               ---             709
  Maintenance escalations         310,848           256,181         286,067
                                5,897,512         5,691,269       5,960,848
     
OPERATING AND ADMINISTRATIVE
 EXPENSES
  Property operating 
    expenses                    2,514,846         2,379,688       2,415,631
  General and administrative
    expenses                      136,511           129,607         132,319
  Professional services (Note D)   96,400           103,593         133,889
  Management fees (Note D)        273,304           264,876         277,925   
                                3,021,061         2,877,764       2,959,764

NET OPERATING INCOME            2,876,451         2,813,505       3,001,084
     
NON-OPERATING EXPENSES
  Interest                      2,429,217         2,322,166       2,724,453
  Depreciation and
    amortization                1,388,895         1,380,517       1,957,380 
  Gain on sale of 
    investment property               ---               ---      (1,946,430)
                                3,818,112         3,702,683       2,735,403
Partnership income (loss)
  before extraordinary item    (  941,661)       (  889,178)        265,681

Extraordinary gain on
  debt restructuring--
  (Note C)                        890,366               ---         912,660

PARTNERSHIP INCOME (LOSS)     $(   51,295)      $ ( 889,178)    $ 1,178,341

Allocation of income (loss)
  General Partners            $(      513)     $ (    8,892)    $    11,783

  Limited Partners             (   50,782)       (  880,286)      1,166,558

                              $(   51,295)      $(  889,178)    $ 1,178,341
Per Limited Partnership Unit
  Income (loss) before 
  extraordinary item          $    (17.37)     $     (16.40)    $      4.90

  Extraordinary item                16.42               ---           16.84

Total per Limited 
  Partnership Unit            $    (  .95)     $     (16.40)    $     21.74

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

STATEMENTS OF PARTNERSHIP CAPITAL

Years Ended December 31, 1995, 1994 and 1993
     
                                      General       Limited      
                                     Partners      Partners      Total   


Balances at January  1, 1993          (186,964)      293,378      106,414
 
Partnership income                      11,783     1,166,558    1,178,341 

Balances at December 31, 1993         (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

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

STATEMENTS OF CASH FLOWS
                                            Years Ended December 31,
                                       1995           1994          1993     

OPERATING ACTIVITIES
 Partnership (loss) income         $  (   51,295) $ (  889,178) $  1,178,341 
 Adjustments to reconcile 
  partnership (loss) income to net
  cash provided by operating activities:                   
   Depreciation and amortization       1,388,895     1,380,517     1,957,380
   Gain on sale of
    investment property                      ---           ---    (1,946,430)
   Gain on debt restructuring          ( 890,366)          ---    (  912,660)
   Provision for losses on rents
    and other receivables               ( 24,638)     ( 16,385)   (  137,741)
   Changes in assets and liabilities:
     Rents and other receivables          34,041        52,251       144,999 
     Prepaid expenses                     19,611        48,381        74,156 
     Commercial commissions,
       deposits and other                  5,974        42,313      (141,166)
     Accounts payable 
       and accrued expenses                7,009      (144,774)     (181,157)
     Accrued interest                    435,431        78,117       123,471 
     Unearned revenue                        346       ( 3,520)      (12,373)
     Tenant security deposits             11,019       ( 6,187)      (66,409)

NET CASH PROVIDED BY  
  OPERATING ACTIVITIES                   936,027       541,535        80,411 
 
INVESTING ACTIVITIES
  Improvements to investment 
    properties                          (358,069)     (226,809)     (222,028)
  Increase in restricted bond
    cash reserves                       (  5,460)     (  2,592)          --- 
  Restricted deposits used to fund
    principal payment on bonds
    payable and accounts payable             ---           ---     2,096,949 
 
 NET CASH (USED IN) PROVIDED BY
  INVESTING ACTIVITIES                  (363,529)     (229,401)    1,874,921  
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. II

STATEMENTS OF CASH FLOWS--CONT'D.

                                           Years Ended December 31,
                                       1995           1994          1993    

FINANCING ACTIVITIES

  Deferral of interest payable     $     17,748   $     38,154  $    176,833
  Debt issuance costs                   (   964)       ( 2,708)     ( 66,033)
  Advances (to) from related 
     parties                            (   427)         1,138        86,235
  Proceeds from issuance of debt            ---            ---       800,000
  Principal payments on debt           (350,244)      (273,009)   (3,051,644)

  NET CASH USED IN
   FINANCING ACTIVITIES                (333,887)      (236,425)   (2,054,609)

INCREASE (DECREASE) IN CASH             238,611         75,709    (   99,277)

CASH BEGINNING OF YEAR                  284,224        208,515       307,792

CASH END OF YEAR                   $    522,835   $    284,224  $    208,515



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 carrying 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.

Partnership Income or Loss Per Limited Partnership Unit--
Partnership income or loss per limited partnership unit is computed by
dividing 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.  

Debt Issuance and Refinancing Costs--Loan costs in the amount of $964, $2,708
and $66,033 were incurred and capitalized by the Partnership in 1995, 1994 and
1993, 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 1995, 1994 and 1993 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.  Management does not expect the application of this
pronouncement to have a material effect on the financial statements of the
Partnership.



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

NOTE B--INVESTMENT PROPERTIES

Investment properties consists of the following:

                                              December 31,        

                                          1995             1994   
Cost (including capital
  improvements subsequent
  to acquisition):

   Bayberry Crossing Shopping 
     Center                           $  4,451,962     $ 4,340,260
   Forest Park Shopping Center           2,944,655       2,943,642
   Thomasbrook Apartments                6,579,745       6,461,987
   Sunwood Village Apartments           11,285,696      11,192,956
   Oak Terrace Healthcare Center         3,980,340       3,980,340
   Oak Terrace Active Retirement
     Center                              8,763,727       8,728,871
   Other equipment                           8,479           8,479
                                        38,014,604      37,656,535
Less

   Accumulated depreciation              9,975,975       8,779,532
   Allowance for losses on
     investment properties                 750,000         750,000

                                      $ 27,288,629     $28,127,003

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.

Sunwood Village Apartments is security to a non-recourse purchase money note
as disclosed in Note C which is due April 1, 1996. The net book value of this
property at December 31, 1995 was $8,303,000 as compared to long-term debt of
$8,137,000.

Thomasbrook Apartments is security to a non-recourse purchase money note as
disclosed in Note C which is currently past due as well as one-half of 1994
and all of 1995 real estate taxes.  The net book value of this property at
December 31, 1995 was $4,219,000 as compared to long-term debt of $4,984,000,
accrued interest payable of $540,000 and delinquent real estate taxes of
$116,000.

Depreciation expense was $1,196,443, $1,189,238 and $1,414,146 for the year
ended December 31, 1995, 1994 and 1993, respectively.

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

NOTE C--MORTGAGE DEBT

Non-recourse mortgage debt consists of the following: 

                                               December 31,       

                                              1995         1994  

Collateralized by Investment Property:

  First Mortgages:  

    Bayberry Crossing Shopping Center     $   831,023  $  835,292
    Forest Park Shopping Center             1,288,958   1,383,627  
    Thomasbrook Apartments                  4,984,179   4,995,784
    Sunwood Village Apartments              8,136,792   8,264,056
    Oak Terrace Active Retirement
     Center (OTARC) and Oak Terrace 
     Healthcare Center (OTHCC)             12,800,000  12,800,000
       Less bond discount                  (2,353,042) (2,504,242)

 Second Mortgages:

    Bayberry Crossing Shopping Center       1,893,575   1,931,012
    Thomasbrook Apartments                        ---     850,000

                                          $27,581,485 $28,555,529

Bayberry Crossing Shopping Center (Bayberry)

A purchase money note in the original amount of $1,850,000 is collateralized
by Bayberry.  A principal paydown of $845,000 was made in March 1993 and the
note was rewritten with a principal balance of $841,761.  Principal and
interest payments are due monthly at a fixed amount of $6,358.  The interest
rate is prime plus 2.00% and amortization is adjusted, based upon the change
in the interest rate, to maintain a 28 year amortization schedule through the
maturity date of March 1998.  The interest rate at December 31, 1995 was 10.5%.

Also in March 1993, the Partnership placed a second mortgage on Bayberry 
in the amount of $2,000,000.  Proceeds from the loan were used to retire
a $1,200,000 line of credit and reduce the first mortgage to $841,761.
Principal and interest payments are due monthly with a fixed interest rate
of 8.00% and an amortization of 25 years through the maturity date of
February 1998.
<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 $1,288,958 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
1/2 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, 1995, 1994 and 1993 were 7.20%, 6.25%,
and 6.0% 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 current interest
rate is 9.25% and increases to 9.5% on September 1, 1996, which remains in 
effect through the maturity date of September 1, 2000.

As of December 31, 1995, the mortgage for Thomasbrook Apartments is past due
by $540,296 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 1996.

Related to the Thomasbrook Apartments, the second mortgage of $850,000 was
paid in full on May 25, 1995 for the discounted amount of $75,000.  That 
payment fully retired the principal amount of $850,000 as well as accrued 
interest in the amount of $115,366 resulting in a gain to the Partnership of
$890,366.

Sunwood Village Apartments (Sunwood)

A purchase money note with a current balance of $8,136,792 is collateralized
by Sunwood.  Principal and interest payments are due monthly at the current
interest rate of 9.93% through the maturity date of April 1, 1996.  The loan
structure includes a credit enhancement fee due at maturity.  The cost of the
credit enhancement has been charged to interest expense.  As of December
31, 1995 and 1994, $371,095 has been accrued.
<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 Deposit ($429,924).
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, 1995 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, 1995 and 1994, the
unamortized balance of the bond discount was $2,353,042 and $2,504,242,
respectively.   

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.

Upon receipt of the $1,900,000 paydown, the lender then released its second
mortgage on a property disposed of in 1993.  The Partnership additionally
reduced the bond discount balance to reflect this principal paydown.

Cash paid for interest totaled $2,220,221, $2,209,797 and $2,482,926 during
1995, 1994, and 1993, respectively.

Maturities of mortgage debt are as follows:

          Year                                    
          1996                          $ 8,295,000          
          1997                              164,525          
          1998                            2,783,637          
          1999                              135,362          
          2000                            4,903,980
          Thereafter                     13,652,023         
                                         29,934,527          
          Bond discount                  (2,353,042)

          Net debt outstanding          $27,581,485

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 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 The Hoyt Group and SPECS,
Inc. are as follows:

                                  Years Ended December 31,   
                                1995        1994       1993     

Property management fees      $273,304    $264,876   $277,925
Professional services           48,000       -0-        -0-  
                              $321,304    $264,876   $277,925  

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% and Oak Terrace Health Care which pays 2% in Management Fees.
There was no management fee due for the years ended December 31, 1995,
1994 and 1993.
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONT'D.

NOTE D--RELATED PARTY TRANSACTIONS--CONT'D.

Amounts due from (to) related parties consist of the following:

                                              December 31,     
                                           1995         1994   
Secured Investment Resources II, Inc.   $  174,423   $  173,996 
                                        $  174,423   $  173,996  

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 1996.  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 that are expected to affect 1996 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,       
                                     1995          1994    

Vendor accounts payable          $    47,135   $     79,889
Real estate / property taxes         246,510        191,535
Commercial lease commissions             ---         11,364
Professional fees                     53,733         55,704
Utilities                             23,652         30,229
Payroll reimbursement                 27,967         23,267      
                                 $   398,997   $    391,988     

As of December 31, 1995, delinquent real estate taxes are $116,441 and consist
of one-half of 1994 and all of 1995 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,
                                            1995         1994    
Financial reporting basis:
  Total assets                          $ 30,294,128  $30,963,280
  Total liabilities                      (29,949,846) (30,567,703)

  Total Partners' capital               $    344,282  $   395,577 

Tax basis:
  Total assets                          $ 37,895,516  $38,611,186     
  Total liabilities                      (34,718,036) (35,382,139)

  Total Partners' capital               $  3,177,480  $ 3,229,047   

                                         
                                       Years Ended December 31,   
        
                                  1995           1994         1993    
Partnership income
  (loss)--financial 
  reporting purposes          $(   51,295)   $(  889,178)   $1,178,341 
Book versus tax differences
  due to:
    Deferred interest             129,977     (  129,977)       ---
    Depreciation and
      amortization                (44,713)       (46,211)      238,815  
    Bond discount 
      amortization                (98,010)    (  139,719)      546,600 
    Gain (loss) on sale of 
      investment property           ---            ---        (340,361) 
    Unearned income                14,358          ---          ---  
    Provision for doubtful
      accounts                     (1,805)      ( 16,120)     (210,189)    
    Other                           1,921          1,961           --- 
                                    1,728       (330,066)      234,865
Partnership income 
  (loss)--federal income 
  tax purposes                $(   49,567)   $(1,219,244)   $1,413,206 


<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, 1995 are as follows:

               1996        $  618,863
               1997           425,564
               1998           219,516
               1999           170,551
               2000           111,071
                           
               TOTAL       $1,545,565

NOTE J--SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Non-cash activity for the year ended December 31, 1993 follows:
                                                            
                                                       1993
Conveyance of the In The Pines Apartments and                    

OTARC principal paydown:

  Net book value of assets conveyed               $  5,153,570   

  Mortgage debt retired                             (8,501,360)
  Other liabilities assumed (net)                      (57,900)
  Reduction in bond discount                           546,600  

                                                  $ (2,859,090)


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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
          1995                           Amount         Value

     Cash and short-term investments  $ 2,462,800   $ 2,462,800

     Long-term debt                   $27,581,500   $27,210,000

<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.

          As of December 31, 1995, Mr. James R. Hoyt is the sole officer
          and director.  

          James R. Hoyt (the Individual General Partner), age 58, 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, 1995, these partnerships, including Secured Investment Resources
          Fund, L.P. II, have raised a total of $60,709,750.
<PAGE>
Item 11.  Management Compensation

          During 1995, the Partnership paid $273,304 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               13  
                    (ii)  Balance Sheets - 
                           December 31, 1995 and 1994             14-15

                    (iii) Statements of Operations - 
                           Years Ended December 31, 1995,
                           1994 and 1993                             16 
          
                    (iv)  Statements of Partnership 
                           Capital - Years Ended December 31,
                           1995, 1994 and 1993                       17
     
                    (v)   Statements of Cash Flows -
                           Years Ended December 31, 1995,
                           1994 and 1993                          18-19  

                    (vi)  Notes to Financial Statements           20-32  
     (a)(2)    The following Financial Statement Schedules are
               filed as part of this report: 

                    (i)   Schedule II - Allowance for Doubtful
                           Accounts Statement Information            37

                    (ii)  Schedule III - Real Estate and
                           Accumulated Depreciation               41-42


     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, 1995

             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, 

     1993       $273,589     $(137,741)         $ 72,448     $63,400

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

     1995         47,282      ( 24,638)           22,831      45,475
<PAGE>
<TABLE>
                 Secured Investment Resources Fund, L.P. II
                                        Schedule III - Real Estate & Accumulated Depreciation
                                                          December 31, 1995
<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           $8,136,792  $1,375,448    $9,706,178     $123,000        350,960     (269,890)
   Las Vegas, NV 

   Thomasbrook Apartments        4,984,179     655,327     5,305,193                     847,647     (228,422)
   Shawnee, KS

Strip Shopping Centers
   Bayberry Crossings            2,724,598     607,184     3,729,847                     355,815     (240,885)
   Lee's Summit, MO

   Forest Park                   1,288,958     504,761     2,372,378                     110,727      (43,211)
   St. Louis, MO 

Retirement Center:

     Retirement Center
   Springfield, IL              11,744,225     258,269     8,174,500      172,000        158,958 

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       (2,353,042)
    Health Care Center                                                    
                               $27,581,485  $3,674,823   $32,701,052   $  588,550     $1,832,586    $(782,408)
</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          8,210                    5 Yrs (2)

Garden Apartments:
   Sunwood Apartments            1,340,364   9,535,429       409,903   11,285,696      2,982,600     15-May-87     30 Yrs (1)
   Las Vegas, NV                                                                                                    5 Yrs (2)
   Thomasbrook Apartments          451,058   5,709,188       419,499    6,579,745      1,909,546     26-Aug-88     30 Yrs (1)
   Shawnee, KS                                                                                                      5 Yrs (2)

Strip Shopping Centers
   Bayberry Crossings              574,761   3,615,680       261,521    4,451,962      1,141,514     30-Jun-87     30 Yrs (1)
   Lee's Summit, MO                                                                                                 5 Yrs (2)

   Forest Park Shopping Center     492,694   2,356,817        95,144    2,944,655      1,318,772     23-Nov-88     30 Yrs (1)
   St. Louis, MO                                                                                                    5 Yrs (2)
 
Retirement Center:
   Oak Terrace Active
    Retirement Center
   Springfield, IL                 258,269   8,196,032       309,426    8,763,727      2,237,505     31-Aug-88     30 Yrs (1)
                                                                                                                   5 Yrs (2)

Nursing  Home:
   Oak Terrace Health
    Care Center                    273,834   3,412,956       293,550    3,980,340      1,127,828     31-Aug-88     30 Yrs (1)
   Springfield, IL                                                                                                  5 Yrs (2)
                                $3,390,980 $32,826,102    $1,797,522  $38,014,604     $10,725,975
</TABLE>
<PAGE>

(1) Estimated useful life of buildings.
(2) Estimated useful life of furniture and fixtures.
(3) 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.

<PAGE> 
<TABLE>
                                       Secured Investment Resources Fund, L.P. II
                                  Schedule III - Real Estate & Accumulated Depreciation -- Continued
<CAPTION>   
                                                           December 31, 1995
                                                                                   Buildings &   Furniture #
                                                               Total       Land   Improvements     Equipment                   
<S>                                                      <C>          <C>         <C>            <C>                      
(C)  Reconciliation of Real Estate owned:
Balance at  January  1, 1993                             $44,067,964   $3,844,064    $38,151,746    $2,072,154
   Additions during year:
     Improvements                                            222,029                     115,482       106,547
     Reclassifications                                                                   107,214      (107,214)            
   Dispositions during year                               (6,860,267)    (453,085)    (5,631,896)     (775,286)

Balance at December 31, 1993                             $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       308,629

Balance at December 31, 1995                             $38,014,604   $3,390,979    $36,217,081    $1,797,522

(D)  Reconciliation of Accumulated Depreciation
Balance at January 1, 1993                                 8,632,839          ---      7,005,614     1,627,225
   Additions during year:
      Depreciation Expense                                 1,414,152                   1,203,371       210,781                 
      Reclassifications                                                                 (131,407)      131,407                  
   Dispositions during year                               (1,706,698)         ---     (1,042,565)     (664,133)

Balance at December 31, 1993                               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
</TABLE>
(E)  The total gross amount of real estate at December 31, 1995 includes
    $3,085,450 of acquisition fees paid to affiliates. 
<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 10, 1996


     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 10, 1996


     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.



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                         522,835
<SECURITIES>                                 1,939,924
<RECEIVABLES>                                   57,544
<ALLOWANCES>                                    45,475
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,065,575
<PP&E>                                      38,014,604
<DEPRECIATION>                              10,725,975
<TOTAL-ASSETS>                              30,294,128
<CURRENT-LIABILITIES>                        2,368,361
<BONDS>                                     27,581,485
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                30,294,128
<SALES>                                              0
<TOTAL-REVENUES>                             5,897,512
<CGS>                                                0
<TOTAL-COSTS>                                3,021,061
<OTHER-EXPENSES>                             1,388,895
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           2,429,217
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (51,295)
<EPS-PRIMARY>                                    (.95)
<EPS-DILUTED>                                        0
        

</TABLE>


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