-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 UARJ6PbKhs+i+vSN+87hHYaWIP0hNb7QR5X+KP+6flDfO45yXczGKGH70vDt6gFr
 8XTQrt9m/LkOnApddVvEsw==

<SEC-DOCUMENT>0000890566-99-000857.txt : 19990705
<SEC-HEADER>0000890566-99-000857.hdr.sgml : 19990705
ACCESSION NUMBER:		0000890566-99-000857
CONFORMED SUBMISSION TYPE:	40-17F2
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19990702

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EQUUS II INC
		CENTRAL INDEX KEY:			0000878932
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				760345915
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		40-17F2
		SEC ACT:		
		SEC FILE NUMBER:	001-11362
		FILM NUMBER:		99658601

	BUSINESS ADDRESS:	
		STREET 1:		2929 ALLEN PKWY STE 2500
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77019
		BUSINESS PHONE:		7135290900

	MAIL ADDRESS:	
		STREET 1:		2929 ALLEN PARKWAY
		STREET 2:		STE 2500
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77019
</SEC-HEADER>
<DOCUMENT>
<TYPE>40-17F2
<SEQUENCE>1
<TEXT>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
Equus II Incorporated:


We have examined management's assertion about Equus II Incorporated's (the
"Company's") compliance with the requirements of subsections (b) and (c) of Rule
17f-2 under the Investment Company Act of 1940 ("the Act") as of March 31, 1999,
included in the accompanying Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940. Management is
responsible for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of March 31, 1999:

      o     Count and inspection of all securities located in the vault of
            NationsBank of Texas in Houston, Texas;

      o     Confirmation of all securities hypothecated, pledged, placed in
            escrow, or out for transfer with brokers, pledgees and/or transfer
            agents;

      o     Reconciliation of all such securities to the books and records of
            the Company and the Custodian.

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with specified requirements.

In our opinion, management's assertion that Equus II Incorporated was in
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 of the
Investment Company Act of 1940 as of March 31, 1999, with respect to securities
reflected in the investment account of the Company is fairly stated, in all
material respects.

This report is intended solely for the information and use of management of
Equus II Incorporated and the Securities and Exchange Commission and should not
be used for any other purpose.



/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP



Houston, Texas
March 31, 1999
<PAGE>
MANAGEMENT STATEMENT REGARDING COMPLIANCE WITH CERTAIN PROVISIONS OF THE
INVESTMENT COMPANY ACT OF 1940


We, as members of management of Equus II Incorporated (the "Company"), are
responsible for complying with the requirements of subsections (b) and (c) Rule
17f-2, "Custody of Investments by Registered Management Investment Companies,"
of the Investment Company Act of 1940. We are also responsible for establishing
and maintaining effective internal controls over compliance with those
requirements. We have performed an evaluation of the Company's compliance with
the requirements of subsections (b) and (c) of Rule 17f-2 as of March 31, 1999
and from December 31, 1998 through March 31, 1999.

Based on this evaluation, we assert that the Company was in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of March 31, 1999 and from December 31, 1998 through March 31,
1999, with respect to securities reflected in the investment account of the
Company.

Equus II Incorporated

By:/s/NOLAN LEHMANN
      Nolan Lehmann, President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
