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): August 14, 2006

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 August 14, 2006, Equus II Incorporated issued a press release announcing an investment commitment of up to $11,100,000 in the assisted living market 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 August 14, 2006

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: August 15, 2006	By:	/s/ HARRY O. NICODEMUS IV
		Harry O. Nicodemus IV Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Brett Chiles
		(713) 529-0900

EQUUS II INCORPORATED ANNOUNCES INVESTMENT

COMMITMENT OF UP TO $11,100,000 IN

ASSISTED LIVING MARKET

HOUSTON, TX – August 14, 2006 – Equus II Incorporated (NYSE: EQS) (“Equus” or the “Fund”) announces an investment commitment of up to $11,100,000 in RP&C International Investments LLC (“RP&C”), a Delaware LLC private investment fund.

RP&C, which is managed by RP&C International, Inc., will invest in preferred equity or subordinated debt of entities which will acquire nursing and residential care homes in the United Kingdom and/or Germany.

“This investment fits well within the Equus strategy to capitalize on twenty-first century trends, with the private sector providing healthcare services to an aging population. These services are underwritten by governments which can’t afford to provide them directly on a competitive basis,” commented Anthony R. Moore, Co-Chairman, CEO and President of Equus.

RP&C International, Inc. is an investment banking firm providing specialist advisory services to public and private companies globally. These include private placements of equity, debt and convertible securities for public and private issuers; formation, re-structuring and management of investment funds; development and placement of structured finance products; as well as merger and acquisition and other corporate finance advice. RP&C International’s shareholders include Nationwide Mutual Insurance Company, one of the largest property/casualty insurance companies in the United States and BOCP Holdings Corporation, a subsidiary of JP Morgan Chase & Co.

Equus 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 may be obtained from the 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.