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): December 6, 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 2.02 Results of Operations and Financial Condition

On December 6, 2005, Equus II Incorporated issued a press release announcing its investment in the real estate sector. 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 9.01. Financial Statements and Exhibits.

(a) None

(b) None

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated December 6, 2005

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.

Dated: December 9, 2005	By:	EQUUS II INCORPORATED /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: BRETT CHILES (713-529-0900)

EQUUS II INCORPORATED ANNOUNCES

INVESTMENT IN REAL ESTATE SECTOR

HOUSTON, TX – December 6, 2005 – Equus II Incorporated (NYSE: EQS) (the “Fund”) announces the completion of $4.25 million in mezzanine debt to Creekstone Florida Holdings, L.L.C. to develop Creekstone’s Island Reserve condominium project. The Florida development consists of 299 condominium homes and townhomes in Panama City. The investment represents the fund’s first in the real estate market.

Creekstone is one of the nation’s most prominent, vertically integrated, full service real estate development companies. With over $600 million in total investments, Creekstone is a well-established name in the real estate development and management marketplace. Creekstone concentrates on institutional quality assets, each generally less than $75 million in total cost, within geographic regions that maintain long-term employment and strong population growth trends.

“Creekstone’s past performance and development strategy satisfy the fund’s established criteria of investing in areas that we believe will enhance shareholder value,” commented Sam P. Douglass, Co-Chairman of Equus.

“We believe the current real estate market provides excellent opportunities for growth. We are also excited about this investment because it provides the fund’s first entry into real estate, which is representative of our strategy to invest in attractive millennium growth trends;” said Anthony Moore, Co-Chairman, CEO and President of Equus.

“Creekstone is delighted to have Equus as our partner in the Island Reserve development project. We hope our relationship develops into an ongoing investment partnership that will be beneficial to all parties and shareholders,” stated Everett Jackson, Principal and Co-founder of Creekstone.

Equus II Incorporated is a business development company that trades as a closed-end fund on the New York Stock Exchange, under the symbol “EQS”. Additional information on Equus II Incorporated may be obtained from Equus’ website at www.equuscap.com

This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Company’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 Company’s filings with the Securities and Exchange Commission. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Company 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 Company or any other person that the events or circumstances described in such statements are material.