SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Equus Total Return, Inc.

(Name of Issuer)

(Title of Class of Securities)

294766100

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		294766100

*SEE INSTRUCTIONS

CUSIP No.		294766100

*SEE INSTRUCTIONS

CUSIP No.		294766100

*SEE INSTRUCTIONS

CUSIP No.		294766100

*SEE INSTRUCTIONS

CUSIP No.		294766100

*SEE INSTRUCTIONS

CUSIP No.		294766100

*SEE INSTRUCTIONS

EXPLANATORY NOTE

     This Amendment No. 2 to Schedule 13D (this “Amendment”), among other things, amends and supplements the Schedule 13D originally filed by Sam P. Douglass and Equus Corporation International on May 27, 1997, as amended by Amendment No. 1 thereto filed on June 4, 2009 (the “Schedule 13D”).

     Unless set forth below, all previous Items of the Schedule 13D, are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Amendment, as follows:

     This Schedule 13D relates to the common stock, par value $0.001 (the “Common Stock”), of Equus Total Return, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 8 Greenway Plaza Suite 930, Houston Texas 77046.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following thereto:

     On or about June 30, 2009, the Issuer, and three other persons, including Mr. Douglass, received “Wells” notices from the staff of the Securities and Exchange Commission (“SEC”) regarding the staff’s intention to recommend to the SEC that the SEC bring civil actions against the recipients of such notices alleging possible violations of the securities laws. Based on discussions with the SEC staff, Mr. Douglass believes that the issues the staff intends to pursue relate to disclosure regarding (i) a one-time administrative fee that was recommended by a special committee of the Issuer’s board of directors, approved by the board of directors of the Issuer, and paid by the Issuer in 2005; and (ii) the compensation of a certain officer of the Issuer during approximately the same time period. Although Mr. Douglass has been cooperating with the SEC in its inquiry, in the event an action or proceeding is brought, Mr. Douglass intends to defend himself vigorously. In a Current Report on Form 8-K, filed July 7, 2009, and in its Quarterly Report on Form 10Q filed on November 16, 2009, the Issuer reported receipt by it and three other persons of “Wells” notices relating to the 2005 activity.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Amendment, as follows:

     The Reporting Persons have become dissatisfied with the Issuer’s performance and believe that the Issuer’s Board of Directors has failed to pursue a cohesive strategy to address valuation and other strategic issues facing the Issuer and has failed to seek and put into place a chief executive officer with fund management experience. Accordingly, they intend to seek to elect at the Issuer’s 2010 annual meeting of stockholders new directors to replace at least a majority of the Issuer’s current directors. The Reporting Persons intend to solicit proxies from the Issuer’s stockholders for use at the annual meeting in order to seek election of their nominees to the Board. In pursuing the plan to replace directors, the Reporting Persons may hold discussions with third parties that relate to or result in the acquisition of additional securities of the Issuer or other transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and, depending upon the price and availability of the Issuer’s securities, subsequent developments concerning the Issuer, the Issuer’s business and prospects, general market and economic conditions and other factors deemed relevant, may decide at any time to reconsider or reformulate their position, plans or proposals with respect to the Issuer, to acquire additional securities of the Issuer or to sell any or all of the securities of the Issuer that they hold.

* * *

     In connection with their intended proxy solicitation, the Reporting Persons intend to file a proxy statement with the SEC to solicit stockholders of the Issuer. The Reporting Persons advise all stockholders of the Issuer to read the proxy statement when it becomes available, because it will contain important information. The proxy statement, when filed, and any other relevant documents will be available without charge on the SEC’s website at www.sec.gov. Each Reporting Person may be deemed to be a “participant” in the solicitation of proxies, and their security holdings of the Issuer are set forth in Item 5 of this Amendment.

Item 5. Interest in Securities of the Issuer.

     Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Amendment, as follows:

     (a) and (b) As reflected in the following table:

		Shares Beneficially Owned								Power to Vote								Dispositive Power
Name		Aggregate No.				% of Class				Sole				Shared				Sole				Shared
Sam P. Douglass*			671,191				7.6	%			671,191				0				671,191				0
Douglass Trust IV-FBO Preston**			282,791				3.2	%			282,791				0				282,791				0
Douglass Trust IV-FBO Brooke**			282,792				3.2	%			282,792				0				282,792				0
Tiel Trust FBO SPD**			52,257				0.6	%			52,257				0				52,257				0
Paula T. Douglass*			115,751				1.3	%			115,751				0				115,751				0
Tiel Trust FBO PTD***			53,986				0.6	%			53,986				0				53,986				0

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following thereto:

     See the discussion of the Reporting Persons’ intention to seek to elect new directors to replace at least a majority of the Issuer’s current directors and to solicit proxies from the Issuer’s stockholders in order to seek election of their nominees to the Board, all as referenced in Item 4 above.

     The second paragraph of Item 6 of Schedule 13D is also amended and restated in its entirety to read as follows:

     Except for the relationship of Sam P. Douglass as a director of the Issuer, the relationship of Paula T. Douglass, the wife of Sam P. Douglass, as an officer of the Issuer, and as otherwise described in Amendment No. 1 or this Amendment, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Common Stock, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

[SIGNATURE PAGE TO FOLLOW]

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Dated: November 27, 2009
		/s/ Sam P. Douglass
		Sam P. Douglass, Individually
		/s/ Paula T. Douglass
		Paula T. Douglass, Individually
		/s/ Sam P. Douglass
		Sam P. Douglass, as Trustee of Douglass Trust IV for the Benefit of S. Preston Douglass, Jr.
		/s/ Sam P. Douglass
		Sam P. Douglass, as Trustee of Douglass Trust IV for the Benefit of Brooke Douglass
		/s/ Sam P. Douglass
		Sam P. Douglass, as Trustee of Tiel Trust for the Benefit of Sam P. Douglass
		/s/ Paula T. Douglass
		Paula T. Douglass, as Trustee of Tiel Trust for the Benefit of Paula T. Douglass