8-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2004

Equus II Incorporated

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-19509	76-0345915
(Commission File Number)	(I.R.S. Employer Identification No.)

2727 Allen Parkway, 13^th Floor, Houston, Texas 77019

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (713) 529-0900

N/A

(Former name or former address, if changed since last report)

Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits

(a) None.

(b) None.

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 24, 2004 titled “Equus II Incorporated Announces Stock Repurchase Program”

Item 12. Results of Operations and Financial Condition

On May 24, 2004, Equus II Incorporated issued a press release announcing a stock repurchase program. The text of the press release is included as exhibit 99.1 to this Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		EQUUS II INCORPORATED
Dated: May 24, 2004	By:	/s/ Harry O. Nicodemus IV
		Harry O. Nicodemus IV Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated May 24, 2004

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT: HANK NICODEMUS
	(713) 529-0900

EQUUS II INCORPORATED ANNOUNCES

STOCK REPURCHASE PROGRAM

HOUSTON (May 24, 2004) - Equus II Incorporated (NYSE:EQS) today announced that pursuant to its previously expressed intention to seek to reduce market value discount from net asset value through share repurchases, it is resuming the share repurchase program that it began in September 1999 and suspended at the end of 2001. The Board of Directors has authorized an initial expenditure of up to $3 million for share repurchases. Equus II has approximately 6.6 million shares outstanding.

“With a net asset value of $10.54 at the end of the first quarter our shares are trading at a substantial discount,” stated Sam P. Douglass, Chairman of Equus. “We believe that the current market value of our shares does not adequately reflect the value of our Fund’s portfolio of businesses and future business prospects. As a result, we believe that EQS shares represent an attractive investment and a desirable use of a portion of our available funds.”

Under the plan, all purchases of shares will be made at the discretion of the Fund’s management and will be made in the open market or through privately negotiated transactions from time to time in compliance with the Securities and Exchange Commission’s Rule 10b-18, subject to market conditions, applicable legal requirements and other factors. The repurchase plan does not obligate the Fund to acquire any specific number of shares and may be suspended at any time. The price that the Fund will pay for shares acquired by it will be the market price of the shares at the time of acquisition.

Equus II is a business development company and seeks to generate current distributions of net investment income and long-term capital gains by making equity-oriented investments in small to medium-sized privately owned companies. The current portfolio consists of investments in 14 businesses in various industries and two venture capital firms. Information on Equus II Incorporated and other Equus entities may be obtained on the Internet. The company’s home page address is www.equuscap.com.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This press release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Fund’s control which may cause the actual results, performance or achievement of the Fund to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those disclosed in the Fund’s periodic filings with the Securities and Exchange Commission.