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): June 30, 2005

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On June 30, 2005, Nolan Lehmann resigned as President of the registrant and the Board of Directors appointed Anthony R. Moore as President of the registrant to replace Mr. Lehmann.

Mr. Moore, age 59, has been the Co-Chairman of the Board and Co-Chief Executive Officer of Moore, Clayton & Co., Inc., since July 1999. Since February 1, 2005, he has also served a Executive Vice Chairman of MCC Energy plc. From 1995 to July 1999, he was President and CEO of New Energy Ventures, Inc., a joint venture with UniSource Energy Corp. that provided electricity, energy products, services and technology based energy solutions to customers in deregulating energy markets primarily in California and the North-eastern U.S. From 1991 to 1995, he served as Chairman of Corporate Finance at Barclays de Zoete Wedd in London, where he also held the position of CEO of Global Investment Banking Services and was a member of the Board of Bankers Trust International. From 1982 to 1991, he held various senior positions with Goldman Sachs & Co., including Head of Investment Banking in Tokyo, Managing Director of Goldman Sachs Asia in Hong Kong, and Executive Director responsible for large corporate clients in London. Mr. Moore has a Bachelor of Arts degree from the University of Exeter. His business address is Aurora House, 5-6 Carlos Place, London, England W1K 3AP.

Item 7.01. Regulation FD Disclosure.

On June 30, 2005, the proposed management agreement between the registrant and Moore, Clayton Capital Advisors, Inc. was approved by the stockholders of the Fund at its 2005 annual meeting of stockholders.

Item 9.01. Financial Statements and Exhibits.

(a) None

(b) None

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated July 5, 2005 titled “Equus II Incorporated Shareholders Approve New Investment Adviser”

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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: July 5, 2005	By:	/s/ HARRY O. NICODEMUS IV
		Harry O. Nicodemus IV Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

PRESS RELEASE

For Immediate Release	For Information Contact:
	Sam P. Douglass
	713-529-0900
	Kenneth Denos
	801-816-2511

Equus II Incorporated Shareholders Approve New Investment Adviser

Houston, Texas – July 5, 2005: At their annual shareholder meeting, the shareholders of Equus II Incorporated (NYSE: EQS) (the “Fund”) approved Moore Clayton Capital Advisers, Inc. as the Fund’s new investment adviser. The new advisory firm is an affiliate of Moore Clayton Co., Inc., an international private equity investment and advisory firm with offices in Los Angeles, San Francisco, New York, London, Cape Town and Johannesburg. The Fund’s shareholders also elected ten directors, six of whom are new to the Board.

The change in investment advisers was made in connection with the sale of Equus Capital Management Company (“ECMC”), the Fund’s prior adviser, to the Moore Clayton group. Certain ECMC executives will continue with the new Moore Clayton adviser, including Sam P. Douglass, prior Chairman and CEO of the Fund and ECMC, who will continue as President of the new adviser and Co-Chairman of the Fund’s Board. Anthony R. Moore, of Moore Clayton, has become Co-Chairman of the Board and CEO of the Fund, and will carry the same title with Moore Clayton Capital Advisers, Inc. Nolan Lehmann has retired as a Fund officer and director.

The Moore Clayton group has committed to purchase, or arrange for the purchase of, at least 27.5% of the Fund’s outstanding shares within the next 90 days. As of July 1, 2005, Moore Clayton interests had purchased 1,111,205 common shares, representing 15.1% of the Fund’s total outstanding common stock.

Anthony Moore commented, “We at Moore Clayton are committed to building shareholder value and are excited about the opportunity of using our skills and experience to benefit the Equus shareholders.” Speaking of the change, Mr. Douglass said, “I’m delighted with the people, experience and commitment Moore Clayton is bringing to the Fund and looking forward to serving with them in their efforts on behalf of the Fund and its shareholders.”

The Fund – Equus II Incorporated – is an investment company that trades as a closed-end fund, business development company on the New York Stock Exchange. The Fund 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.

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This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Fund’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements including, in particular, the risks and uncertainties described in the Fund’s filings with the SEC. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Fund undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by the Fund or any other person that the events or circumstances described in such statement are material.

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10527195.2.BUSINESS