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  EQUUS TOTAL RETURN, INC.

November 30, 2020

VIA EDGAR

Mr. Jeff Long

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Telephone:	(202) 551-6983

email: longjw@sec.gov

 Re: Equus Total Return, Inc. (“Equus” or the “Fund”) Annual Report on Form 10-K for the Year Ended December
31, 2019 (File No. 814-0098)

Dear Mr. Long:

As you know, Equus is a closed-end fund that
has elected to be classified as a business development company (“BDC”) pursuant to the Investment Company Act of 1940
(the “1940 Act”). On behalf of Equus, this letter serves as the Fund’s response to comments received from the
Division of Investment Management (the “Division”) on behalf of the Securities and Exchange Commission (the “Commission”)
via telephone on September 23, 2020 concerning the Fund’s Annual Report on Form 10-K for the year ended December 31, 2019,
as filed with the Commission on March 30, 2020 (sometimes referred to hereinafter as the “2019 10-K”) and the Fund’s
subsequent disclosure obligations pursuant to the 1940 Act and the Securities Exchange Act of 1934 (the “Exchange Act”).
We thank you for your input and this letter is intended to respond accordingly. Each paragraph number of this letter corresponds
to your comments as set forth below.

COMMENT 1:

On the Equus Schedule of Investments, please perform,
or confirm that Equus has performed, the analysis required pursuant to Rules 3-09 and 4-08(g) of Regulation S-X regarding its investments
including, in particular, with respect to the Fund’s investment in PalletOne, Inc.

RESPONSE: Rule 3-09 of Regulation S-X, as promulgated
by the Commission, requires that the audited financial statements of a “significant” unconsolidated subsidiary of an
Exchange Act reporting company be separately included in the reporting company’s annual report on Form 10-K if certain ratios
of the subsidiary and reporting company exceed various tests established therein. For the reasons given below, we do not believe
PalletOne should be considered a “significant subsidiary” as defined in the Rule and should not have its financial
statements included with those of the Fund in its annual filings with the Commission.

700 LOUISIANA STREET

48TH FLOOR

HOUSTON, TX 77002

TEL: (713) 529-0900

FAX: (713) 529-9545

Mr. Jeff Long

Division of Investment Management

U.S. Securities and Exchange Commission

November 30, 2020

Page 2 of 13

A subsidiary is deemed a “significant
subsidiary” under Rule 3-09 if any one of the following three tests are satisfied:

 (1) Investment Test. The registrant’s and its other subsidiaries’ investments in and advances to the subsidiary
exceed 20 percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed
fiscal year . . . .; or

 (2) Asset Test. The registrant’s and its other subsidiaries’ proportionate share of the total assets (after
intercompany eliminations) of the subsidiary exceeds 20 percent of the total assets of the registrant and its subsidiaries consolidated
as of the end of the most recently completed fiscal year; or

 (3) Income Test. The registrant’s and its other subsidiaries’ equity in the income from continuing operations
before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the subsidiary exceeds 20
percent of such income of the registrant and its subsidiaries consolidated for the most recently completed fiscal year. For investment
company registrants, the registrant must compare realized and unrealized gains in net assets, as well as investment income, in
determining income for purposes of this test. If the investment company has an unrealized investment loss for the period, the resulting
number should be included in the calculation using its absolute value (the negative sign should be disregarded).

According to the plain language of Rule 3-09
above, applying the asset and income tests to the Fund’s holding in PalletOne would result in PalletOne being considered
as a “significant subsidiary” of Equus. However, inasmuch as a number of other BDCs do not include financial statements
of non-control positions in high growth portfolio companies, we believe additional analysis is warranted to determine if such inclusion
is within the spirit of the Rule and the disclosure requirements of the Exchange Act.

Analysis

Equus presently holds a non-controlling interest
of 17.1% of PalletOne’s common stock outstanding on a fully-diluted basis (since reduced from 18.7% as of December 31, 2019).
Pursuant to a Shareholders Agreement entered into by the Fund and the various stockholders of PalletOne at the time of its initial
investment (since restated with non-material changes), Equus is entitled to appoint two directors to PalletOne’s seven member
board of directors, although the Fund presently has only one representative on the PalletOne board.

Even though Equus is PalletOne’s largest
shareholder, it can neither unilaterally determine the outcome of any shareholder measure or block any such measure proposed by
other shareholders. Further, although Equus has the right to appoint two of PalletOne’s seven directors, it does not control
the PalletOne board and cannot, by contract or otherwise, unilaterally compel PalletOne or its board to adopt any particular course
of action.

700 LOUISIANA STREET

48TH FLOOR

HOUSTON, TX 77002

TEL: (713) 529-0900

FAX: (713) 529-9545

Mr. Jeff Long

Division of Investment Management

U.S. Securities and Exchange Commission

November 30, 2020

Page 3 of 13

As a general rule, the financial statements
of non-control positions in operating businesses are generally not consolidated with those of the non-controlling shareholder,
particularly when the shareholder is an investment company.

Accounting Standards Codification (ASC) 45-1
states that, with exceptions not relevant here:

use of the equity method of accounting by an investment
company is not appropriate. Rather, those noncontrolling ownership interests held by an investment company shall be measured in
accordance with guidance in Subtopic 946-320, which requires investments in debt and equity securities to be subsequently measured
at fair value.

Where ownership is less than 20%, as is the
case with PalletOne, the presumption is that “significant influence” does not exist but can be rebutted by a preponderance
of evidence suggesting otherwise. The ASC then provides a list of useful criteria to examine in determining the validity of the
presumption. According to ASC 323-10-15-6:

Ability to exercise significant influence over operating
and financial policies of an investee may be indicated in several ways, including the following:

a.       Representation
on the board of directors

b.       Participation
in policy-making processes

c.       Material
intra-entity transactions

d.       Interchange
of managerial personnel

e.       Technological
dependency

 f. Extent of ownership by an investor in relation to the concentration of other shareholdings (but substantial or majority ownership
of the voting stock of an investee by another investor does not necessarily preclude the ability to exercise significant influence
by the investor).

Applying the ASC criteria above makes clear
that significant influence does not exist in connection with the Fund’s shareholding in PalletOne. Although Equus has a representative
on the PalletOne board of directors, it does not participate in PalletOne’s policy-making process, does not have any material
intra-entity transactions with PalletOne, has no commonality of managerial personnel, does not share any technology with PalletOne,
and does not exert significant influence in concert with another PalletOne shareholder.

Our response to the Division’s comments
regarding the diversification requirements of the Internal Revenue Service for regulated investment companies (RICs) in Comment
7 below is also instructive concerning this matter. Among other requirements, these statutes prohibit a RIC from

700 LOUISIANA STREET

48TH FLOOR

HOUSTON, TX 77002

TEL: (713) 529-0900

FAX: (713) 529-9545

Mr. Jeff Long

Division of Investment Management

U.S. Securities and Exchange Commission

November 30, 2020

Page 4  of 13

investing more
than 25% of its total assets in the securities of a single issuer.[1]
However, the statutes and applicable commentary have confirmed that changes in the value of the security following initial investment,
absent a follow-on investment or other subsequent investment transaction involving the security, will not result in a violation
of RIC requirements.[2] In other words, the 25% portfolio
limitation applicable to RICs has been designed to avoid punishment for investments in growth companies such as PalletOne and,
absent a follow-on investment, does not require subsequent revaluation to determine ongoing compliance.

	This concept has relevance to the Fund’s shareholding
in PalletOne. In October 2001, Equus invested $350,000 to acquire 350,000 shares of PalletOne common stock. Equus has not made
a follow-on investment in PalletOne since that time. The appreciation in the fair value of this holding, from $0 at December 31,
2009 to $26.5 million at December 31, 2019, should not, absent an interim investment or similar transaction involving the securities
of PalletOne, penalize Equus for holding onto its investment and working to increase its value.	 Moreover, a policy requiring
public disclosure of the financial statements of non-controlled portfolio investments such as PalletOne would likely place BDCs
at a disadvantage relative to other private and public funds. Such a policy would, in our view, discourage non-control investments
in high growth private companies due to the resistance of private company owners to public disclosure of their financial results.

Notwithstanding the foregoing analysis and discussion,
to the extent the Division disagrees with our conclusions concerning this matter, we respectfully request that the Office of the
Chief Accountant consider waiving this requirement for the Fund.

[1]
26 USC §851(b)(3)(B)(i). The fair value of the Fund’s holding in PalletOne represented
35.3% and 37.1% of the Fund’s total assets at December 31, 2019 and September 30, 2020, respectively.

[1] See
26 USC §851(d)(1). See also Taxation of Regulated Investment Companies, Tax Management, Inc. (1999) (“An
investment company will not lose its status as a RIC even though it fails to satisfy the diversification requirements of §851(b)(3)
if the discrepancy results from fluctuations in the market value of the securities in the investment company’s portfolio
. . .”).

700 LOUISIANA STREET

48TH FLOOR

HOUSTON, TX 77002

TEL: (713) 529-0900

FAX: (713) 529-9545

Mr. Jeff Long

Division of Investment Management

U.S. Securities and Exchange Commission

November 30, 2020

Page 5   of 13

COMMENT 2:

Regarding the Equus Schedule of Investments, please
explain how a “Non Affiliate” investment can also be made in a “Related Party” as in the case of the Fund’s
investment in 5th Element Tracking, LLC.

RESPONSE: The Fund’s investment in 5th
Element Tracking, LLC is characterized as a ‘Non-Affiliate Investment’ in the Fund’s Schedule of Investments.
It is not categorized under ‘Related Party’ investments. I believe the confusion results from the formatting of the
table. In our upcoming Annual Report on Form 10-K for the year ended December 31, 2020, we will include spaces between the rows
of categories of investments for clarity.

COMMENT 3:

Pursuant to Article 12 of Regulation S-X, in the Equus
Schedule of Investments, please designate any security held by the Fund that is non-income producing.

RESPONSE: In the footnotes to the Equus Schedule
of Investments, we have historically designated the securities held by the Fund that are income producing. In our upcoming Annual
Report for the year ended December 31, 2020, we will also note those securities held by the Fund that are non-income producing.

COMMENT 4:

Pursuant to Rule 12-14 of Regulation S-X, please designate
that Schedule 12-14, the Equus Schedule of Investments and Advances to Affiliates included at the end of the Notes to the Financial
Statements, has been audited.

RESPONSE: In the Report of Independent Registered
Public Accounting Firm included in the 2019 10-K, the Fund’s independent accountant states the following:

We have audited the accompanying balance sheets of Equus
Total Return, Inc. (the “Fund”), including the schedule of investments, as of December 31, 2019 and 2018, the related
statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2019
and the selected per share data and ratios for each of the five years in the period ended December 31, 2019, and the related notes
and financial statement schedule listed in the Table of Contents in Item 15(a)(1).

I note to you that one of the financial statement
schedules listed in the table of contents of the 2019 10-K is Schedule 12-14. Moreover, as our independent accountants denote that
the audit encompasses all of the financial statements and schedules, we do not include the term “audited” as a header
on the Fund’s Statement of Operations, Balance Sheet, or schedules, such as Schedule 12-14.

700 LOUISIANA STREET

48TH FLOOR

HOUSTON, TX 77002

TEL: (713) 529-0900

FAX: (713) 529-9545

Mr. Jeff Long

Division of Investment Management

U.S. Securities and Exchange Commission

November 30, 2020

Page 6   of 13

COMMENT 5:

Pursuant to Rule 12-14 of Regulation S-X, please include
a column in Schedule 12-14, the Equus Schedule of Investments and Advances to Affiliates, that includes increases/decreases of
unrealized depreciation for the period covered by the Schedule.

RESPONSE: Below is the revised Schedule 12-14
that includes the requested column. We will include this column in Schedule 12-14 in our upcoming Annual Report on 10-K for the
year ended December 31, 2020.

    SCHEDULE 12-14

    EQUUS TOTAL RETURN, INC.

    SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES

    (in thousands)

    Year Ended

                                                                                December 31, 2019

    Portfolio Company

    Investment (a)

    Amount of Interest

                                                                                                                                          or Dividend

                                                                                Credited to Income(d)

    As of

                                                                                December 31, 2018 Fair Value

    Unrealized Gains/(Losses)

    Gross Additions(b)

    Gross Reductions(c)

    As of

                                                                                December 31, 2019 Fair Value

    Control investments:  Majority-owned

    Equus Energy, LLC

    Member interest (100%)

     $                    -

     $                9,000

     $              (1,000)

     $            -

     $              -

     $                8,000

    Equus Media Development Company, LLC
    Member interest (100%)

                            1

                         210

                       (211)

                   -

                     -

                            -

    Total Control investments:  Majority-owned

                            1

                      9,210

                     (1,211)

                   -

                     -

                       8,000

    Total Control investments

                            1

                      9,210

                     (1,211)

                   -

                     -

                       8,000

    Affiliate Investments

    PalletOne, Inc.

    350,000 shares of common stock

                           -