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): November 15, 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On November 15, 2004, Equus II Incorporated issued a press release announcing its net assets and net asset value for the quarter ended September 30, 2004. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference The press release is furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure

On November 15, 2004, Equus II Incorporated issued a press release announcing the declaration of its dividend for 2004 and setting the record and payment dates for such dividend. The text of the press release is included as Exhibit 99.2 to this Current Report and is incorporated herein by reference. The press release is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) None

(b) None

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 15, 2004
99.2	Press Release dated November 15. 2004

1

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: November 15, 2004	By:	/s/ HARRY O. NICODEMUS IV
		Harry O. Nicodemus IV Vice President and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Hank Nicodemus
		(713) 529-0900

EQUUS II INCORPORATED ANNOUNCES

THIRD QUARTER NET ASSET VALUE

HOUSTON, TX – November 15, 2004 - Equus II Incorporated (NYSE: EQS) reports net assets as of September 30, 2004, of $67.7 million, equivalent to $10.77 per share. Comparative data is summarized below:

	9/30/04		6/30/04		12/31/03		9/30/03
Net assets	$	67,703,445	$	70,528,424	$	71,538,554	$	77,799,651
Shares outstanding		6,289,018		6,541,068		6,615,173		6,233,021
Net assets per share	$	10.77	$	10.78	$	10.81	$	12.48

Net assets decreased in the aggregate during the quarter by approximately $2,825,000. During the quarter, $1,981,000 was spent to acquire 252,050 shares of stock pursuant to our previously announced stock repurchase plan which resulted in an increase in NAV of $.13 per share. We had increases in values aggregating $1.1 million at three portfolio companies, offset by $2.1 million of reductions in value at five others. We recorded realized net capital losses of $8.6 million during the quarter, substantially all of which had been previously reported in unrealized depreciation. Most of the realized loss resulted from the merger of Container Acquisition with Global Intermodal Systems. We believe that the combined entity, ConGlobal Industries, Inc., will take advantage of synergies arising from the merger to generate future profits and increases in our remaining investment.

The Fund has retired all its debt and has approximately $18 million in cash and temporary investments. Subsequent to September 30, 2004, 55,545 additional shares were repurchased for approximately $450,000. This completes the $3 million stock repurchase plan announced in May 2004. The total shares repurchased were 381,700 shares.

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 2 venture capital firms. Information on Equus II Incorporated and other Equus entities may be obtained on the Internet. Our 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 Company’s control which may cause the actual results, performance or achievement of the Company 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 Company’s periodic filings with the Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE	CONTACT:	Hank Nicodemus
		(713) 529-0900

EQUUS II INCORPORATED DECLARES

NET INVESTMENT INCOME DIVIDEND FOR 2004

HOUSTON, TX - November 15, 2004 - Equus II Incorporated (NYSE: EQS) announced today a dividend of its net investment income for the year 2004, currently estimated to be $0.57 per share. The dividend will be payable on or before January 17, 2005, to shareholders of record as of December 8, 2004. Shares of EQS will trade ex-dividend beginning December 6, 2004. The dividend will be payable in shares of common stock of EQS or in cash by specific election. Such election must be made by shareholders prior to December 30, 2004. If no election is made, shareholders will receive stock. The stock issued in the dividend will be valued at the average closing market price of EQS for the ten trading days ending December 30, 2004. Cash will be paid in lieu of issuing any fractional shares.

It is estimated that 100% of the dividend will be a qualifying dividend. The dividend will be reportable by EQS shareholders on their 2004 U.S. Federal Income Tax Return, whether it is taken in additional shares of common stock or in cash.

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 funds. Information on Equus II Incorporated and other Equus entities may be obtained on the Internet. Our 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 Company’s control which may cause the actual results, performance or achievement of the Company 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 Company’s periodic filings with the Securities and Exchange Commission.

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