-----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,
 WtYrQ1cbVEASxgmKg3ISyXJt1coDsya5f/ZNfJ8b9mOr+lIqnUlmgu0tZOnv2iLC
 IQqERscEe4Usz7SGaciKeA==

<SEC-DOCUMENT>0000943663-05-000411.txt : 20050711
<SEC-HEADER>0000943663-05-000411.hdr.sgml : 20050711
<ACCEPTANCE-DATETIME>20050711125329
ACCESSION NUMBER:		0000943663-05-000411
CONFORMED SUBMISSION TYPE:	3/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050630
FILED AS OF DATE:		20050711
DATE AS OF CHANGE:		20050711

ISSUER:		

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

	BUSINESS ADDRESS:	
		STREET 1:		2727 ALLEN PKWY
		STREET 2:		13TH FLOOR
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77019
		BUSINESS PHONE:		7135290900

	MAIL ADDRESS:	
		STREET 1:		2727 ALLEN PARKWAY
		STREET 2:		13TH FLOOR
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77019

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Denos Kenneth I
		CENTRAL INDEX KEY:			0001322410

	FILING VALUES:
		FORM TYPE:		3/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11362
		FILM NUMBER:		05947451

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		801-816-2511

	MAIL ADDRESS:	
		STREET 1:		11585 SOUTH STATE STREET SUITE 102
		CITY:			DRAPER
		STATE:			UT
		ZIP:			84020
</SEC-HEADER>
<DOCUMENT>
<TYPE>3/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>3/A</documentType>

    <periodOfReport>2005-06-30</periodOfReport>

    <dateOfOriginalSubmission>2005-07-08</dateOfOriginalSubmission>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000878932</issuerCik>
        <issuerName>EQUUS II INC</issuerName>
        <issuerTradingSymbol>EQS</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001322410</rptOwnerCik>
            <rptOwnerName>Denos Kenneth I</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>11585 SOUTH STATE STREET SUITE 102</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>DRAPER</rptOwnerCity>
            <rptOwnerState>UT</rptOwnerState>
            <rptOwnerZipCode>84020</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Executive VP and Secretary</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <ownerSignature>
        <signatureName>/s/ Kenneth I. Denos, by Robert A. Robertson, Attorney-in-Fact</signatureName>
        <signatureDate>2005-07-11</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>kdpowerofattorney.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
POWER OF ATTORNEY
for
OFFICERS AND DIRECTORS

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being a person
required to file a statement under Section 16(a) of the Securities Exchange
Act of 1934 (the "1934 Act") and/or Section 30(f) of the Investment Company
Act of 1940 (the "1940 Act"), with respect to EQUUS II INCORPORATED (the
"Fund"), constitutes and appoints Sander M. Bieber and Robert A. Robertson,
and each of them, as his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution for such attorney-in-fact
in such attorney-in-fact's name, place and stead:

- - To execute, for and on behalf of the undersigned, any and all statements
on Forms 3, 4, and 5, and Schedules 13D and 13G, as are required to be filed
by the undersigned pursuant to the 1934 Act and the 1940 Act, and any
amendments or supplements thereto;
- - To file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission and with
such stock exchange(s) or similar authorities as may be required, and to make
such filings electronically both (i) before such filings are required by
applicable law or rule to be made electronically and (ii) when such filings
are required by applicable law or rule to be made electronically; and
- - To complete and file such applications and other documents on behalf of the
undersigned as may be necessary or desirable to permit the foregoing filings
to be made electronically on behalf of the undersigned.

The undersigned grants unto said attorney-in-fact and agent full power and a
uthority to do and perform each and every act and thing requisite and
necessary to be done to effect the foregoing, as fully to all intents and
purposesas he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent,or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

The undersigned acknowledges and understands that filings made electronically
with the Securities and Exchange Commissions pursuant to the authority
granted hereto will be made publicly available on the website of the
Securities and Exchange Commission.

IN WITNESS WHEREOF, the undersigned has duly executed this Power of Attorney
on the date indicated.

/s/ Kenneth I. Denos		July 6, 2005
Signature			Date

Kenneth I. Denos
Printed Name

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
