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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               Amendment No. 3

                               EQUUS II, LIMITED

                                     COMMON

                                CUSIP: 294766100

                               December 31, 1996




      Check the following box if a fee is being paid with this statement _




ITEM 5    OWNERSHIP OF 5% OR LESS OF A CLASS

          Yes

ITEM 10   CERTIFICATION:
          
          BY SIGNING BELOW, I CERTIFY THAT, TO THE BEST OF MY
          KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE
          WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE
          EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE
          ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN
          CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION
          HAVING SUCH PURPOSES OR EFFECT.

                                   SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


DATE:  February 14, 1997

FOR:   Wachovia Corporation


BY:    Ricky B. Nicks
   ---------------------------------------------
       Attorney-in-Fact
       Ricky B. Nicks, Executive Vice President
       Wachovia Operational Services Corporation
       (Authorized by a limited power of attorney executed February 12, 1996.  
        Copy attached.)



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                           LIMITED POWER OF ATTORNEY

     The undersigned, on behalf of Wachovia Corporation, hereby constitutes and
appoints Ricky B. Nicks, Executive Vice President, Wachovia Operational
Services Corporation, as attorney in fact to execute and cause to be filed from
time to time with the United States Securities and Exchange Commission (the
"Commission") in the name, place and stead of Wachovia Corporation, reports
pursuant to Sections 13(d) and (g) of the Securities Exchange Act of 1934, as
amended, and to the rules and regulations thereunder, as to beneficial
ownership of securities.  This power shall remain in force until revoked and
may be relied upon by the Commission as being in force until it is notified in
writing of such revocation.

     IN WITNESS WHEREOF, the undersigned has herewith set his hand on the 12th
day of February, 1996.

                                            WACHOVIA CORPORATION


                                            By: /s/ L. M. Baker, Jr.
                                               ------------------------------
                                                    L. M. Baker, Jr.
                                                    President and
                                                    Chief Executive Officer

Attest:

/s/ Alice Washington Grogan
- ---------------------------
Secretary

(Corporate Seal)

STATE OF NORTH CAROLINA
COUNTY OF FORSYTH

     On this 12th day of February, 1996, personally appeared before me the said
named L. M. Baker, Jr., President and Chief Executive Officer of Wachovia
Corporation, to me known and known to me to be the person described in and who
executed the foregoing instrument and he acknowledged he executed the same and
being duly sworn by me, made the oath that the statements in the foregoing
instrument are true.



My commission expires:    October 23, 1999.
                      --------------------

                      /s/ Vickie M.Hampton
                      --------------------
                      Notary Public



(Official Seal)



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