SecProbe.io

CORRESP
 1
 filename1.htm

 May 12, 2025

 VIA EDGAR

 Ms. Soo Im-Tang

 Division of Investment Management

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Telephone:	(202) 880-1783

 email: ImTangSo@sec.gov

 Re: Equus Total Return, Inc. ("Equus" or the "Fund") Preliminary Proxy Statement on Schedule 14A for the Fund's
2025 Annual Meeting of Stockholders (File No. 814-0098)

 Dear Ms. Im-Tang:

 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 May 2, 2025 and subsequent thereto concerning the Fund's Preliminary Proxy Statement on Schedule 14A for the Fund's 2025
Annual Meeting of Stockholders, as filed with the Commission on April 23, 2025 (sometimes referred to hereinafter as the "Pre14A").
Each paragraph number of this letter corresponds to your comments as set forth below.

 COMMENT 1:

 Please define the "Company" in the second bullet
point of the cover letter of the Notice of the 2025 Annual Meeting of Stockholders.

 RESPONSE: This change has been implemented.

 COMMENT 2:

 Please confirm whether the Fund's advisors or any of
their affiliates have entered into a standstill agreement and, if so, please provide a copy of the agreement or direct Staff as to whether
the agreement is filed on EDGAR.

 RESPONSE: None of the Fund's advisors, nor any
of their respective affiliates, have entered into a standstill agreement.

 700 LOUISIANA STREET

 41 ST FLOOR

 HOUSTON, TX 77002

 TEL: (713) 529-0900

 FAX: (713) 529-9545

 Ms. Soo Im-Tang

 Division of Investment Management

 U.S. Securities and Exchange Commission

 May 12, 2025

 Page 2 of 5

 COMMENT 3:

 On Page 2 under the heading "Who is entitled to vote
at the meeting?", please identify the actual record date.

 RESPONSE: This change has been implemented.

 COMMENT 4:

 Because the first three proposals on the Pre14A are considered
routine for broker discretionary voting, please revise your disclosure on page 4 under the subheading " Broker Discretionary Voting "
accordingly.

 RESPONSE: This change has been implemented.

 COMMENT 5:

 For clarity and ease of understanding, please identify each
of the proposals summarized on page 4 under the subheading " Broker Discretionary Voting " by corresponding proposal
number.

 RESPONSE: This change has been implemented.

 COMMENT 6:

 For clarity and ease of understanding, please identify each
of the proposals summarized on page 5 under the heading " How are votes counted? " by corresponding proposal number.

 RESPONSE: This change has been implemented.

 COMMENT 7:

 Under Proposal 1, if applicable, for each director, please
include a column entitled "Number of Portfolios in Fund Complex Overseen by Director/Director Nominee". Please see Item 22(b)
of Schedule 14A for guidance.

 RESPONSE: Equus is a single fund and is not associated
with any other funds or advisors. We therefore consider this inapplicable to Equus.

 700 LOUISIANA STREET

 41 ST FLOOR

 HOUSTON, TX 77002

 TEL: (713) 529-0900

 FAX: (713) 529-9545

 Ms. Soo Im-Tang

 Division of Investment Management

 U.S. Securities and Exchange Commission

 May 12, 2025

 Page 3 of 5

 COMMENT 8:

 Under Proposal 1, if applicable, for each director, please
explain any family relationships of each director listed. Please see Item 22(b) of Schedule 14A for guidance.

 RESPONSE: There are no family relationships of any
kind, as defined pursuant to Item 22(b) of Schedule 14A, regarding any of the Equus directors nominated for election.

 COMMENT 9:

 Under Proposal 1, if applicable, for each director, please
confirm that all applicable disclosures required under Item 22(b) of Schedule 14A have been included in the Pre14A.

 RESPONSE: All applicable disclosures required under
Item 22(b) of Schedule 14A have been included.

 COMMENT 10:

 Under Proposal 2, for the last two fiscal years, please disclose
the aggregate non-audit fees billed by the Fund's accountant for services rendered to the Fund, and to the Fund's investment
adviser, if the Fund has an investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that
provides ongoing services to the Fund for each of the last two fiscal years of the Fund. Please see Item 9(e) of Schedule 14A for guidance.

 RESPONSE: This disclosure has been added. Please note
that the Company is internally managed and does not have an investment adviser providing services to the Company or any of its subsidiaries.

 COMMENT 11:

 Under Proposal 4, please disclose any percentage limit (expressed
in terms of percentage of outstanding shares) on the issuance of the Fund's common stock under this proposal.

 RESPONSE: This disclosure has been added.

 700 LOUISIANA STREET

 41 ST FLOOR

 HOUSTON, TX 77002

 TEL: (713) 529-0900

 FAX: (713) 529-9545

 Ms. Soo Im-Tang

 Division of Investment Management

 U.S. Securities and Exchange Commission

 May 12, 2025

 Page 4 of 5

 COMMENT 12:

 Under Proposal 4, please bold the following sentence in the
bottom paragraph of page 33 that reads "There will be no limit on the percentage below net asset value per share at which shares
may be sold by the Company or number of offerings that the Company may conduct under this proposal for the one-year period that authorization
is granted."

 RESPONSE: This change has been implemented.

 COMMENT 13:

 Under Proposal 4 in the table on page 39 under the heading
"Example of Dilutive Effect of a Future Issuance of Shares Below NAV", please include an example that displays the maximum
possible discount from NAV.

 RESPONSE: This example has been added to the table
on page 30 of the Amended Pre14A.

 COMMENT 14:

 Under Proposal 4 under the heading "Required Vote"
on page 40, please ensure that this Section conforms to the requirements of Section 2(a), subpart 42, of the Investment Company Act of
1940.

 RESPONSE: We believe this Section conforms to the requirements
of Section 2(a), subpart 42, of the Investment Company Act of 1940.

 COMMENT 15:

 Under Proposal 6, please clarify in the disclosure if the
Fund's Board of Directors has the discretion to abandon the reverse stock split, even it is approved by stockholders.

 RESPONSE: This clarification has been included.

 700 LOUISIANA STREET

 41 ST FLOOR

 HOUSTON, TX 77002

 TEL: (713) 529-0900

 FAX: (713) 529-9545

 Ms. Soo Im-Tang

 Division of Investment Management

 U.S. Securities and Exchange Commission

 May 12, 2025

 Page 5 of 5

 COMMENT 16:

 On the sample proxy card included with the Pre14A, please
bold the statement that reads "To withhold authority to vote for any individual nominee(s), mark ‘For All Except' and
write the number(s) of the nominee(s) on the line below".

 RESPONSE: This change has been implemented.

 *	*	*	*

 We will file this letter as correspondence via EDGAR
contemporaneous with its dispatch to you via email. In the meantime, please feel free to call me at 801 816 2511 or respond via email
to kdenos@equuscap.com if you have any further comments or questions.

 Sincerely,

 /s/ Kenneth I. Denos

 Kenneth I. Denos

 Secretary and Chief Compliance Officer

 Equus Total Return, Inc.

 700 LOUISIANA STREET

 41 ST FLOOR

 HOUSTON, TX 77002

 TEL: (713) 529-0900

 FAX: (713) 529-9545

CORRESP
1
filename1.htm

November 21, 2023

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, 2022 (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 follow-up 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 November 6, 2023 concerning the Fund’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Commission
on March 31, 2023 (sometimes referred to hereinafter as the “2022 10-K”) and the Fund’s subsequent disclosure obligations
pursuant to the 1940 Act and the Securities Exchange Act of 1934 (the “Exchange Act”). This letter supplements our previous
response filed on October 19, 2023. We thank you for your input and this letter is intended to respond accordingly.

COMMENT:

On the Schedule of Investments in the 2022 10-K, please identify
non-qualified assets and explain in the footnotes to the Schedule the significance of non-qualified assets.

RESPONSE: We have added a footnote to the Schedule
of Investments in our most recent filing on Form 10-Q which states the following:

 (1) Under Section 55(a) of the 1940 Act, qualifying assets must represent at least 70% of the total assets
of the Fund at the time of acquisition of such qualifying assets. As of September 30, 2023 none of the Fund’s total assets were
considered non-qualifying assets.

In the notes to the financial statements, we have provided
further clarification as follows:

As a business development company (“BDC”), we may
invest up to 30% of our assets in non-qualifying portfolio investments, as permitted by the Investment Company Act of 1940 (the “1940
Act”). Specifically, we may invest up to 30% of our assets in entities that are not considered “eligible portfolio companies”
(as defined in the 1940 Act), including companies located outside of the United States, entities that are operating pursuant to certain
exceptions under the 1940 Act, and publicly-traded entities with a market capitalization exceeding $250 million. As of September 30, 2023,
we had invested 50.4% of our assets in securities of portfolio companies that constituted qualifying investments under the 1940 Act. As
of September 30, 2023, none of our investments are considered non-qualifying assets as all of our investments are in enterprises that
are considered eligible portfolio companies the 1940 Act. We provide significant managerial assistance to our portfolio companies that
comprise 100% of the total value of the investments in portfolio securities as of September 30, 2023.

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 14, 2023

We note that the above paragraph was included in previous
10-K filings of the Fund but, as per our discussion, as been adjusted to make it more clear to the reader.

*	*	*	*

We will file this letter as correspondence via EDGAR
contemporaneous with its dispatch to you via email. In the meantime, please feel free to call me at the number above or respond via email
or facsimile if you have any further comments or questions.

Sincerely,

/s/ Kenneth I. Denos

Kenneth I. Denos

Secretary and Chief Compliance Officer

Equus Total Return, Inc.

700 LOUISIANA STREET

48TH FLOOR

HOUSTON, TX 77002

TEL: (713) 529-0900

FAX: (713) 529-9545

      2

CORRESP
1
filename1.htm

October 19, 2023

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, 2022 (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 12, 2023 concerning the Fund’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Commission
on March 31, 2023 (sometimes referred to hereinafter as the “2022 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:

The footnote disclosure of the 2022 10-K states that Equus
had 37.6% of its assets in qualifying portfolio companies at December 31, 2022 and 32.7% of its assets in qualifying portfolio companies
at December 31, 2021. Given that Section 55 of the Investment Company Act of 1940 requires business development companies to hold at least
70% of its total assets in securities specified by the Section, please explain how Equus is in compliance with this requirement.

RESPONSE: Section 55 of the 1940 Act requires that,
for an investment company to qualify as a business development company, “at least 70 per centum of the value of its total assets”
must consist of cash or certain eligible portfolio securities as defined therein. At December 31, 2022 and 2021, total assets reported
by the Fund were $41.7 million and $39.7 million, respectively. In order to meet the 70% threshold of Section 55, the amount required
to be invested in cash and eligible portfolio securities at those dates would have therefore been approximately $29.2 million and $27.8
million, respectively. Based on the Equus balance sheets at December 31, 2022 and 2021, the Fund reported an aggregate of $40.9 million
and $39.2 million, respectively, in cash and portfolio securities, or 98.1% and 98.7%, respectively, of total assets on those dates.

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

October 19, 2023

Page 2 of 7

With respect to the Fund’s portfolio holdings
at December 31, 2022 and 2021, the footnotes to the 2022 10-K separately state the following:

As of December 31, 2022, we had invested 37.6% of our assets in
securities of portfolio companies that constituted qualifying investments under the 1940 Act [, and]

As of December 31, 2021, we had invested 32.7% of our assets in
securities of portfolio companies that constituted qualifying investments under the 1940 Act.

The language of the footnote makes clear that the percentages
expressed are solely in relation to eligible portfolio securities, and not to the combination of cash and portfolio securities
which, as shown above, are a much higher percentage of total assets.

COMMENT 2:

On the Schedule of Investments in the 2022 10-K, please identify
non-qualified assets and explain in the footnotes to the Schedule the significance of non-qualified assets.

RESPONSE: The non-qualified assets in question include
cash and cash equivalents, temporary cash investments, accounts receivable from affiliates and other assets. These non-qualified assets
comprised 63.4% of the total assets of the Fund as at December 31, 2022.

COMMENT 3:

Please confirm if, at December 31, 2022, Equus held any of
its cash in money market accounts.

RESPONSE: At December 31, 2022, Equus did not have
any of its cash in money market accounts.

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

October 19, 2023

Page 3  of 7

COMMENT 4:

Please describe the nature of the “Accounts receivable
from affiliates” as set forth on the Equus Balance Sheet included in the 2022 10-K.

RESPONSE: This amount represents advances made by the
Fund to Equus Energy, LLC, a wholly-owned subsidiary of the Fund, as of the balance sheet date.

COMMENT 5:

Regarding “Restricted cash” as set forth on the
Equus Balance Sheet included in the 2022 10-K, please explain if Equus is in compliance with Rule 6-04 of Regulation S-X.

RESPONSE: Rule 6-04(4) of Regulation S-X requires that,
regarding an issuer’s cash assets, a note to the financial statements be provided which complies with 17 CFR § 210.5-02 which
states, in relevant part:

1. Cash and cash items. Separate disclosure shall be made
of the cash and cash items which are restricted as to withdrawal or usage. The provisions of any restrictions shall be described in a
note to the financial statements. Restrictions may include legally restricted deposits held as compensating balances against short-term
borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however,
time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. In cases where compensating
balance arrangements exist but are not agreements which legally restrict the use of cash amounts shown on the balance sheet, describe
in the notes to the financial statements these arrangements and the amount involved, if determinable, for the most recent audited balance
sheet required and for any subsequent unaudited balance sheet required in the notes to the financial statements. Compensating balances
that are maintained under an agreement to assure future credit availability shall be disclosed in the notes to the financial statements
along with the amount and terms of such agreement.

Footnote 3 to the Equus financial statements included
in the 2022 10-K includes the following:

The following table
provides a reconciliation of cash and cash equivalents and restricted cash as reported within the consolidated balance sheet that sums
to the total of the same amounts shown in the consolidated statement of cash flows as of December 31, 2022, 2021 and 2020:

    December 31,

    2022
    2021
    2020

    Cash and cash equivalents at end of period
    $	19,224
    $	23,465
    $	23,639

    Restricted cash at end of period
    60
    25
    240

    Cash and cash equivalents and restricted cash at end of period
    $	19,284
    $	23,490
    $	23,879

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

October 19, 2023

Page  4 of 7

Further, footnote 2 to the financial statements also
includes the following disclosure:

As of December 31, 2022, we had cash and cash
equivalents of $19.3 million. We had $15.7 million of our net assets of $35.2 million invested in portfolio securities. We also had $6.0
million of temporary cash investments and restricted cash, including primarily the proceeds of a quarter-end margin loan that we incurred
to maintain the diversification requirements applicable to a RIC. Of this amount, $6.0 million was invested in U.S. Treasury bills and
$0.06 million represented a required 1% brokerage margin deposit. These securities were held by a securities brokerage firm and pledged
along with other assets to secure repayment of the margin loan. The U.S. Treasury bills matured January 3, 2023 and we subsequently repaid
this margin loan. The margin interest was paid on February 3, 2023.

None of our cash deposits are insured by the
FDIC in excess of $250,000. Accordingly, in the near future we intend to allocate a substantial portion of our deposits to larger financial
institutions and deposit diversification programs to insure the availability and accessibility of our cash assets.

As of December 31, 2021, we had cash and cash
equivalents of $23.5 million. We had $13.0 million of our net assets of $36.4 million invested in portfolio securities. We also had $2.5
million of temporary cash investments and restricted cash, including primarily the proceeds of a quarter-end margin loan that we incurred
to maintain the diversification requirements applicable to a RIC. Of this amount, $2.5 million was invested in U.S. Treasury bills and
$0.02 million represented a required 1% brokerage margin deposit. These securities were held by a securities brokerage firm and pledged
along with other assets to secure repayment of the margin loan. The U.S. Treasury bills matured January 4, 2022 and we subsequently repaid
this margin loan. The margin interest was paid on February 3, 2022.

In view of the foregoing, we believe Equus is compliant
with the requirements of Rule 6-04 of Regulation S-X.

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

October 19, 2023

Page  5 of 7

COMMENT 6:

In the Equus Statement of Cash Flows in the 2022 10-K, please
explain the circumstances giving rise to the “Dividends exchanged for portfolio securities” as set forth on the Statement.

RESPONSE: In the Statements of Cash Flows included
in the 2022 10-K, Equus noted “Dividends exchange for portfolio securities” of $156,000. This amount was comprised of 19,164
shares of common stock of MVC Capital, Inc., a former portfolio company of the Fund, that were received as dividends during 2020. We also
note to you that Footnote #7 to the Equus financial statements discloses the dividends received and includes this amount as ‘PIK’
in the table (reproduced below) showing investment activity during 2020.

    New
    Investments
    Existing
    Investments

    Portfolio
    Company
    Cash
    Non-Cash
    Follow-On
    Non-cash
    PIK
    Total

    MVC Capital, Inc.
    $ —
    $ —
    $ —
    $ 156
    $ 156

    Equus Energy, LLC
      —
      —
      561
      —
      561

    $ —
    $ —
    $ 561
    $ 156
    $ 717

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

October 19, 2023

Page  6 of 7

COMMENT 7:

In Management’s Discussion & Analysis as contained
in the 2022 10-K, please explain how the practices of Equus are consistent with the disclosure that states that Equus intends to have
no more than 25% of the value of its assets in the securities of one issuer.

RESPONSE: Section 851 of the Internal Revenue Code
requires that registered investment companies (RICs) have no more than 25% of the value of its assets in the securities of one issuer.
Based on guidance provided from a Private Letter Ruling – No. 8707033, the Internal Revenue Service has stated that the calculation
is made at the time of investment, and should not take into account fluctuations in the relative values of the RIC’s securities
subsequent to such time.

As of December 31, 2022, the Fund’s sole portfolio
interest consisted of its ownership of Equus Energy, LLC (“Equus Energy”). The following table shows the various investments
made by the Fund into Equus Energy and the percentage of the aggregate amount invested as a percentage of total assets:

    Date of Investment
    Investment Amount
    Cost Basis Balance
    Total Assets
    % Total Assets

      12/30/2011
    $ 250,000
    $ 250,000
    $ 41,663,952
      0.6 %

      12/27/2012
      6,800,000
      7,050,000
    $ 33,283,422
      21.2 %

      09/30/2020
      561,000
      7,611,000
    $ 64,684,385
      11.8 %

      06/30/2021
      350,000
      7,961,000
    $ 35,486,588
      22.4 %

      12/28/2022
      150,000
      8,111,000
    $ 41,664,951
      19.5 %

      TOTAL
    $ 8,111,000
    $ 8,111,000

COMMENT 8:

Please explain why the 2022 10-K does not contain a performance
benchmark as required under Item 201(e) of Regulation S-K.

RESPONSE: Historically, we have included a performance
graph that complies with Item 201(e) of Regulation S-K in the Fund’s annual proxy statement that, together with the Fund’s
annual report on Form 10-K, are provided to Equus shareholders. In the future, we will also include the performance graph in the Fund’s
upcoming annual reports on Form 10-K.

*	*	*	*

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

October 19, 2023

Page 7  of 7

We will file this letter as correspondence via EDGAR
contemporaneous with its dispatch to you via email. In the meantime, please feel free to call me at the number above or respond via email
or facsimile if you have any further comments or questions.

Sincerely,

/s/ Kenneth I. Denos

Kenneth I. Denos

Secretary and Chief Compliance Officer

Equus Total Return, Inc.

700 LOUISIANA STREET

48TH FLOOR

HOUSTON, TX 77002

TEL: (713) 529-0900

FAX: (713) 529-9545

CORRESP
1
filename1.htm

  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

                           -

CORRESP
1
filename1.htm

July 21, 2017

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, 2016 (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 June 13, 2017 concerning the Fund’s Annual Report on Form 10-K filed with the Commission on March 13, 2017
(sometimes referred to hereinafter as the “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:

Please explain whether Equus Energy, LLC (“Equus
Energy”) and Equus Media Development Company, Inc. (“EMDC”) should be consolidated with Equus Total Return, Inc.
pursuant to Rule 3-09 of Regulation S-X. Please refer to the Division of Investment Management’s Guidance Update of October
2014.

RESPONSE: As discussed in more detail below,
we do not believe that the financial results of Equus Energy and EMDC, both wholly-owned subsidiaries of the Fund, should be consolidated
with those of Equus, principally because (i) Equus Energy and EMDC are not themselves investment companies or otherwise extensions
of the Fund’s investment operations, and (ii) any such consolidation would be immaterial to the financial statements of the
Fund and would, contrary to the intended purpose of consolidation, not provide meaningful information to investors concerning the
Fund’s investment holdings.

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

July 21, 2017

Page 2 of 14

About Equus Energy and EMDC

Equus Energy is a wholly-owned subsidiary of
the Fund, organized in November 2011 to acquire oil and gas properties and other energy-related concerns. In December 2011, Equus
contributed $250,000 to the capital of Equus Energy. On December 27, 2012 Equus invested an additional $6.8 million in Equus Energy
for the purpose of additional working capital and to fund the purchase of $6.6 million in working interests which presently consist
of 111 producing and non-producing oil and gas wells, including associated development rights of approximately 20,920 acres situated
on 12 separate properties in Texas and Oklahoma. The working interests are held by EQS Energy Holdings, Inc., a taxable wholly-owned
subsidiary of Equus Energy. As of June 30, 2017, the sole tangible asset of Equus Energy consists of $39,000 in cash.

EMDC is a wholly-owned subsidiary of the Fund
organized in January 2007 for the purpose of acquiring and developing creative properties such as film scripts for release in various
entertainment mediums. EMDC’s sole assets presently consist of approximately $211,000 cash and these scripts which, due to
the earlier expiration of certain production and distribution rights, is valued at $0.

The relatively simple corporate structure of
Equus and its subsidiaries is expressed in the following diagram:

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

July 21, 2017

Page 3  of 14

General Standard for Consolidation

Controlled and wholly-owned enterprises of an
investment company that are not themselves investment companies should not be consolidated with the parent company. According to
Section 7.08 of the Audit and Accounting Guide for Investment Companies:

[I]t is not appropriate for an investment company to consolidate
an investee that is not an investment company. Rather, an investment company’s controlling ownership interests in noninvestment
company investees should be measured in accordance with guidance in FASB ASC 946-320, which requires investments in debt and equity
securities to be initially measured at their transaction price and subsequently measured at fair value.

In addition, Rule 6-03(c) of Regulation S-X provides that subsidiaries
of investment companies such as Equus Energy and EMDC are not required to be consolidated. Specifically, the rule states that,
in respect of investment companies:

[financial] statements of the registrant may be consolidated
only with the statements of subsidiaries which are investment companies.

Neither of Equus Energy nor EMDC are investment
companies pursuant to Section 3(a)(1) of the 1940 Act, inasmuch as, among other things, neither company: (i) holds itself out as
being primarily in the business of investing, reinvesting, or trading in securities, (ii) is engaged in the business of issuing
face-amount certificates of the installment type, or (iii) holds investment securities having a fair value exceeding 40% of its
total assets.

We note that, although Equus Energy and EMDC
are not consolidated with Equus, separate summary financial statements of Equus Energy have been included in the Fund’s quarterly
and annual reports with the Commission since the first quarter of 2013, consistent with Rule 3-09 of Regulation S-X and various
Guidance Updates from the Division.

Guidance from the Division

The Division has nevertheless taken the position
that certain wholly-owned subsidiaries of BDCs, even if the same are not investment companies, should consolidate their financial
statements with those of the BDC. The Division has stated the following in its Guidance Update No. 2014-11, dated October 2014
(hereinafter, the “Guidance Update”):

In reviewing registration statements and financial statements,
the staff has observed a number of BDCs that have wholly owned subsidiaries, for example, in order to facilitate investment in
a portfolio company. Certain of these BDCs do not consolidate such subsidiaries, even though the design and purpose of the subsidiary

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

July 21, 2017

Page 4  of 14

(e.g., a holding company) may be to act as an extension
of the BDC’s investment operations and to facilitate the execution of the BDC’s investment strategy. As part of the
registration statement and financial statement review process, the staff has generally suggested BDCs consolidate such subsidiaries,
because the staff believes that consolidation provides investors with the most meaningful financial presentation in those statements.[1]

Application of the Guidance Update to Equus
Energy and EMDC

When examined in light of the Guidance Update,
neither Equus Energy nor EMDC should be consolidated within the Fund’s financial statements, principally for the following
reasons:

 · Facilitation of Investment in a Portfolio Company – Equus Energy and EMDC
are portfolio companies of Equus, and were not created as conduits to facilitate the Fund’s investment in another portfolio
company. Other than cash, the sole assets of Equus Energy and EMDC consist of equity in EQS Energy Holdings, Inc., a taxable subsidiary
of Equus Energy, and various entertainment scripts, respectively.

 · Design and Purpose – Each of Equus Energy and EMDC were structured as “one-off”
special purpose vehicles that were specifically designed for the management of oil and gas assets and entertainment properties,
respectively. These entities were not created as holding companies, but rather as stand-alone operating companies in their own
right.

 · Extension of Investment Operations – Neither of Equus Energy or EMDC have
invested in the securities of other issuers, but rather in operating assets. Further, unlike a BDC or any other investment company,
neither of Equus Energy or EMDC holds itself out as being in the business of investing and reinvesting in securities. The mere
fact that these entities are wholly-owned subsidiaries does not, by itself, mean that they are therefore extensions of the Fund’s
investment operations.

 · Immateriality – Even if the financial statements of Equus Energy and EMDC
were consolidated with those of the Fund, the result would be a negligible change to the Fund’s financial statements. In
the case of EMDC, it had no revenues or income during each of the two years ended December 31, 2016, and, as noted above, its assets
consisted solely of approximately $211,000 in cash and various film scripts valued at $0. On a stand-alone basis, Equus Energy
had de minimus assets and operations in each of the two years ended December 31, 2016 and presently holds cash of $39,000
as its only tangible asset. As the financial statements and narrative regarding Equus Energy are already presented in the footnotes
to the Fund’s financial statements, the consolidation of Equus Energy and EMDC with the financial statements of the Fund
would detract from, rather than result in,

_____________________

[1]
In a footnote comment in the Guidance Update, the Division further states that, “In
the staff’s view, RICs in similar circumstances also should consolidate wholly owned subsidiaries (e.g., a RIC that uses
a wholly owned subsidiary as a ‘blocker’).”

[2]
26 USC §851(b)(3)(B)(i). The fair value of the Fund’s holding in PalletOne
represented 22.2% and 21.5% of the Fund’s total assets at December 31, 2016 and March 31, 2017, respectively.

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

July 21, 2017

Page 5  of 14

  I meaningful financial presentation concerning information about these two companies,
and would subsume minor income statement and balance sheet figures of Equus Energy and EMDC in the financial statements of a much
larger enterprise. Further, any such consolidation would result only in a balance sheet reclassification, and would have no impact
on the Fund’s Statement of Operations.

 · No Meaningful Benefit to Investors – If the financial statements of Equus
Energy and EMDC were consolidated with those of the Fund, given the lack of operations and relatively insignificant assets involved,
the financial statements of Equus would change only slightly, but the Fund’s Schedule of Investments would have to be modified.
Instead of displaying Equus Energy, its cost, fair value, and the nature of the securities held by the Fund therein, the Schedule
would display EQS Energy Holdings, Inc., a taxable subsidiary of Equus Energy. There would be no meaningful benefit to investors
from this change of presentation, and would instead show EQS Energy Holdings as the investee company of the Fund.

Due to the immateriality of the operations and
assets in question, we respectfully request that the Office of the Chief Accountant consider waiving this requirement for the Fund.
Moreover, we will continue to monitor the situation and, to the extent these operations or assets become material to Equus, we
will consolidate the same with the financial statements of the Fund.

COMMENT 2:

Given the present fair value of the Fund’s holding
in PalletOne, Inc. (“PalletOne”) relative to the fair value of the net assets of Equus, please include PalletOne’s
financial statements in the footnotes to the Fund’s future filings on Forms 10-Q and 10-K, or include a hyperlink to PalletOne’s
financial statements in these filings. Please refer to the Division of Investment Management’s letter to Chief Financial
Officers, dated November 7, 1997, for guidance (hereinafter, the “Guidance Letter”).

RESPONSE: As of December 31, 2016 and March
31, 2017, the fair value of the Fund’s investment in PalletOne represented approximately 37.9% and 40.3%, respectively, of
the Fund’s non-cash assets. While the fair value of this holding is substantial relative to other investments of Equus, we
believe a requirement to include PalletOne’s financial statements with those of the Fund, or the inclusion of a link to these
statements, is not in keeping with standards regarding non-control positions in privately-held companies, and is otherwise inconsistent
with disclosures made by peer BDCs of Equus. Moreover, the Guidance Letter appears to address, and is more applicable to, a fund
of funds structure and not the single fund structure of Equus that invests directly in portfolio securities.

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

July 21, 2017

Page  6 of 14

Equus presently holds 350,000 shares of PalletOne
common stock equal to 18.7% of PalletOne’s common stock outstanding. 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 does
not have representation on the PalletOne board. Further, the consent of Equus is required for four of the remaining five other
directors of PalletOne.

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.

The Guidance Update discussed in Comment 1 above
also instructive, inasmuch as it references federal statutes for registered investment companies (RICs) in support of the Division’s
premise regarding consolidation of financial statements of wholly-owned BDC subsidiaries. Among other requirements, these statutes
prohibit a RIC from investing more than 25% of its total assets in the securities of a single issuer.[2]
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.[3] 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 Division’s
comments regarding 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 $16.7 million at March 31, 2017, 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

CORRESP
1
filename1.htm

EQUUS TOTAL RETURN, INC.

May 5, 2016

VIA EDGAR

Mr. James O’Connor, Esq.

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Telephone:	(202) 551-6943

email: o’connorj@sec.gov

 Re: Amendment No. 1 to Definitive Proxy Statement

of Equus Total Return, Inc. (the “Fund”)
(File No. 814-0098)

Dear Mr. O’Connor:

We have filed today with the U.S. Securities
and Exchange Commission, via EDGAR, Amendment No. 1 to the Definitive Proxy Statement of the Fund. If you have any questions or
comments concerning this filing, you may call my direct line at (801) 816-2511, respond via email at kdenos@equuscap.com,
or may send me comments via facsimile at the number below.

Sincerely,

/s/ Kenneth I. Denos

Kenneth I. Denos

Secretary and Chief Compliance Officer

Equus Total Return, Inc.

CORRESP
1
filename1.htm

EQUUS TOTAL RETURN, INC.

September 2, 2014

VIA FEDERAL EXPRESS

Ms. Kathy Churko

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Telephone:	(202) 551-6387

email: churkoka@sec.gov

Re: Equus Total Return, Inc.
(“Equus” or the “Fund”) Annual Report on Form 10-K for the Year Ended December 31, 2013 (File No. 814-0098)

Dear Ms. Churko:

On behalf of Equus, this letter serves as the
Fund’s response to comments received from you on behalf of the Securities and Exchange Commission (the “Commission”)
via telephone on July 10, 2014 concerning the Fund’s Annual Report on Form 10-K filed with the Commission on March 31, 2014
(sometimes referred to hereinafter as the “10-K”). 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:

Please explain whether Equus Energy, LLC and Equus
Media Development Company, Inc. should be consolidated with Equus Total Return, Inc. pursuant to Rule 3-09 of Regulation S-X.

RESPONSE: Equus Energy, LLC (“Equus Energy”)
is a wholly-owned subsidiary of the Fund, organized in November 2011 to acquire oil and gas properties and other energy-related
concerns. In December 2011, Equus contributed $250,000 to the capital of Equus Energy. On December 27, 2012 Equus invested an additional
$6.8 million in Equus Energy for the purpose of additional working capital and to fund the purchase of $6.6 million in working
interests in 132 producing and non-producing oil and gas wells, including associated development rights of approximately 26,120
acres situated on 13 separate properties in Texas and Oklahoma.

Equus Media Development Company, Inc. (“EMDC”)
is a wholly-owned subsidiary of the Fund organized in January 2007 for the purpose of acquiring and developing creative properties
such as film scripts for release in various entertainment mediums.

8 GREENWAY PLAZA

SUITE 930

HOUSTON, TX 77046

TEL: (713) 529-0900

FAX: (713) 529-9545

     Ms.
                                 Kathy Churko

U.S. Securities and
Exchange Commission

September 2, 2014

    EQUUS TOTAL RETURN, INC.

    Page 2 of 10

Standard for Consolidation

Controlled and wholly-owned enterprises of an
investment company that are not themselves investment companies should not be consolidated with the parent company. According to
Section 7.08 of the Audit and Accounting Guide for Investment Companies:

[I]t is not appropriate for an investment company to consolidate
an investee that is not an investment company. Rather, an investment company’s controlling ownership interests in noninvestment
company investees should be measured in accordance with guidance in FASB ASC 946-320, which requires investments in debt and equity
securities to be initially measured at their transaction price and subsequently measured at fair value.

In addition, Rule 6-03(c) of Regulation S-X
provides that subsidiaries of investment companies such as Equus Energy and EMDC are not required to be consolidated. Specifically,
the rule states that, in respect of investment companies:

[financial] statements of the registrant may be consolidated
only with the statements of subsidiaries which are investment companies.

Neither of Equus Energy nor EMDC are investment
companies pursuant to Section 3(a)(1) of the Investment Company Act of 1940 (hereafter, the “1940 Act”), inasmuch as,
among other things, neither company: (i) holds itself out as being primarily in the business of investing, reinvesting, or trading
in securities, (ii) is engaged in the business of issuing face-amount certificates of the installment type, or (iii) holds investment
securities having a fair value exceeding 40% of its total assets.

Inclusion of Separate Financial Statements

Although the financial statements of Equus Energy
and EMDC are not required to be consolidated with the Fund, Regulation S-X contains various tests, both at the time of the initial
investment (or follow-on investment, as applicable), and at the end of subsequent fiscal years, to determine whether separate financial
statements of Equus Energy or EMDC must be provided.

Initial Measurement. Rule 3-05 of Regulation
S-X requires that separate financial statements of any subsidiary of a reporting company be separately filed following the date
of the transaction which results in the subsidiary qualifying as a “significant subsidiary.” For purposes of determining
the application of Rule 3-05, a significant subsidiary is defined as a subsidiary that meets any of the following three tests:

 (1) 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

8 GREENWAY PLAZA

SUITE 930

HOUSTON, TX 77046

TEL: (713) 529-0900

FAX: (713) 529-9545

     Ms.
                                 Kathy Churko

U.S. Securities and
Exchange Commission

September 2, 2014

    EQUUS TOTAL RETURN, INC.

    Page 3  of 10

 (2) 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) 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, exclusive of amounts attributable
to any non-controlling interests, exceeds 20 percent of such income of the registrant and its subsidiaries consolidated for the
most recently completed fiscal year.

With respect to part (3) of the test, the guidance
in Regulation S-X is unclear on the treatment of certain components which would be relevant to 1940 Act filers, inasmuch as net
income before tax in an operating company does not readily compare to an investment company that holds a portfolio of investment
securities. Consequently, we used the Fund’s net realized gains and (loss), together with net investment income (loss) in
applying part (3) of this test.

As the assets of EMDC have fluctuated between
approximately $163,000 and $216,000 since 2011 and its operating income was negligible during the period, we did not consider EMDC
to have met any of these tests. We therefore applied this analysis solely to Equus Energy. When applied to Equus and Equus Energy,
the results of these significance tests did not meet the requisite threshold for separate financial statements of Equus Energy
in the Fund’s financial statements for the year ended December 31, 2012:

 · With respect to parts (1) and (2) of the test, as of December 31, 2011 (the most recently completed
fiscal year prior to the Acquisition), the Fund’s total assets were $44.3 million, and the Fund’s subsequent investment
in Equus Energy ($7.1 million) amounted to 16.0% of the Fund’s total assets as of that date.

 · With respect to part (3) of the test, the Fund’s net investment loss combined with net
realized loss for the fiscal year ended December 31, 2011 was $14.4 million. Operating income for the working interests acquired
by Equus Energy for the fiscal year ended December 31, 2011 was $0.7 million, or 4.9% of the Fund’s total for that period.

8 GREENWAY PLAZA

SUITE 930

HOUSTON, TX 77046

TEL: (713) 529-0900

FAX: (713) 529-9545

    Ms.
                                 Kathy Churko

U.S. Securities and
Exchange Commission

September 2, 2014

    EQUUS TOTAL RETURN, INC.

    Page 4   of 10

Subsequent Remeasurement. Rules 3-09
and 4-08 of Regulation S-X require separate financial statements of an unconsolidated subsidiary, using the same 3-part test above,
in respect of fiscal periods subsequent to the date of the transaction which resulted in the subsidiary becoming a “significant
subsidiary.” When applied to Equus and Equus Energy, the results of these significance tests met the requisite threshold
for separate financial statements of Equus Energy in the Fund’s financial statements for periods subsequent to the date of
the Acquisition:

 · With respect to part (1) of the test, the Fund’s total assets for the year ended December
31, 2012 were $33.3 million. The Fund’s investment in Equus Energy of $7.1 million amounted to 21.3% of the Fund’s
total reported assets as of that date. For 2013, the Fund’s total assets for the year ended December 31, 2013 were $48.3
million. The Fund’s investment in Equus Energy of $7.1 million amounted to 14.7% of the Fund’s total reported assets
of that date.

 · With respect to part (2) of the test, Equus Energy’s total assets as of December 31, 2012
were $7.5 million which represented 22.5% of the Fund’s total assets as of that date. For 2013, Equus Energy’s total
assets as December 31, 2013 were $7.5 million, which represented 15.5% of the Fund’s total assets as of that date.

 · With respect to part (3) of the test, the Fund’s net investment loss combined with its
net realized loss for the fiscal year ended December 31, 2012 was $5.5 million. Consolidated operating income of Equus Energy for
its fiscal year ended December 31, 2012 was $0.5 million, or approximately 9.1% of the Fund’s results from operations for
that period. In 2013, the Fund’s net investment loss combined with its net realized loss was $12.9 million. Consolidated
operating loss of Equus Energy for the same period was $0.2 million, or 1.2% of the Fund’s results from 2013.

As a result of the application of these tests,
the Fund began providing summarized financial statements and relevant notes of Equus Energy in its report on Form 10-Q for the
quarter ended March 31, 2013 and has continued to include such summarized financial statements in each of its subsequent quarterly
and annual reports.

8 GREENWAY PLAZA

SUITE 930

HOUSTON, TX 77046

TEL: (713) 529-0900

FAX: (713) 529-9545

    Ms.
                                 Kathy Churko

U.S. Securities and
Exchange Commission

September 2, 2014

    EQUUS TOTAL RETURN, INC.

    Page 5    of 10

COMMENT 2:

Please explain as to whether a determination was made
and the reasoning behind such determination as to whether Rules 3-09 or 4-08(g) of Regulation S-X apply to the Fund's investment
in Spectrum Management, LLC ("Spectrum").

RESPONSE: Spectrum uses proprietary electronic
tracking equipment and software, and a full suite of custom services to help client organizations, mainly financial institutions,
protect or recover high-value merchandise and cash. Spectrum markets its services under the brand name Electronic Tracking Systems
or “ETS.” The company specializes in assisting communities and law enforcement in the recovery of stolen property.
Beginning in December 1999, the Fund has invested an aggregate of $5.9 million into Spectrum, consisting of a fully-diluted equity
position of 82.5% of its voting securities and the following debt instruments: (i) a senior subordinated working capital advance
of $0.5 million, (ii) a preferred subordinated note of $0.8 million, and (iii) a subordinated note of $1.7 million (total face
amount of $3.0 million).

As noted in our response to Comment #1 above,
Equus is precluded from consolidating the financial results of wholly-owned or controlled entities such as Spectrum that are not
investment companies, and must reflect such enterprises at the fair value of the debt and equity instruments held by Equus.

Further, even though Spectrum is not considered
a subsidiary of Equus, even if one applies the three-part test of Rules 3-09 and 4-08 of Regulation S-X for the fiscal year ended
December 31, 2013, separate financial results of Spectrum would not otherwise be required as shown below:

 · With respect to part (1) of the test, the Fund’s total assets for the year ended December
31, 2013 were $48.3 million. The Fund’s investment in Spectrum of $5.7 million amounted to 11.8% of the Fund’s total
reported assets of that date.

 · With respect to part (2) of the test, Spectrum’s total assets as December 31, 2013 were
approximately $5.1 million, which represented 10.6% of the Fund’s total assets as of that date.

 · With respect to part (3) of the test, the Fund’s net investment loss combined with its
net realized loss for the fiscal year ended December 31, 2013 was $12.9 million. Consolidated operating loss before income tax
of Spectrum for its fiscal year ended December 31, 2013 was $1.3 million, or 10.1% of the Fund’s results for that period.

8 GREENWAY PLAZA

SUITE 930

HOUSTON, TX 77046

TEL: (713) 529-0900

FAX: (713) 529-9545

    Ms.
                                 Kathy Churko

U.S. Securities and
Exchange Commission

September 2, 2014

    EQUUS TOTAL RETURN, INC.

    Page 6     of 10

COMMENT 3:

Please explain why the warrants held in Trulite, Inc.
are not included in the Fund's Schedule of Investments for the year ended December 31, 2013.

RESPONSE: In 2008 and 2009, Equus received warrants
to purchase up to 8.9 million shares from Trulite, Inc. (“Trulite”) at various exercise prices. Warrants in respect
of 6.4 million shares were set to expire in July 2015 and warrants in respect of 2.5 million shares were set to expire in November
2015. We have had no contact with the company and its registration to conduct business in the state of Texas was revoked in 2013.
A Writ of Execution was issued on February 18, 2014 against Trulite in Cause No. 2012-74902 in the 190th District Court of Harris
County, Texas in favor of an individual creditor in the amount of $300,542.96, plus interest and attorney’s fees. The Writ
of Execution entitled the creditor to take title to Trulite’s trademarks (‘Hydrocell’ and ‘Trulite’)
as well as 9 of Trulite’s patents. The Writ was discharged on March 10, 2014. Prior to December 31, 2013, we considered the
company dormant and inactive and, as of the filing date of the Report on Form 10-K, we considered the warrants extinguished as
of December 31, 2013.

COMMENT 4:

Please explain why the Fund's investment in Spectrum
is valued at $2.9 million when the note to Equus is in default.

RESPONSE:	Equus holds debt instruments in
Spectrum with an aggregate principal amount of approximately $2.9 million that are senior to various other creditors of Spectrum.
In addition, the company’s revenues have stabilized and it has made significant investments into marketing and sales which
are expected to increase revenue in future periods. The value ascribed by Equus to its Spectrum investment was at the lower end
of the range recommended by Grant Thornton LLP, who provided third-party valuation advice and assistance in respect of the Fund’s
holdings in Spectrum.

COMMENT 5:

Please reconcile footnote #2 on the Schedule of Investments
for the year ended December 31, 2013 (stating that the Spectrum note is income producing) with other disclosures which highlight
the default of the Spectrum note.

RESPONSE: The Fund’s accrued interest
income reflected $89,000 from Spectrum, based on the waterfall calculation of the year-end valuation. In other words, based on
the Fund’s relative priority amongst the various secured and unsecured creditors of Spectrum, Equus expects that it would
receive a return of its principal as well as $89,000 in accrued interest. Consequently, the note would be considered income producing.

8 GREENWAY PLAZA

SUITE 930

HOUSTON, TX 77046

TEL: (713) 529-0900

FAX: (713) 529-9545

    Ms.
                                 Kathy Churko

U.S. Securities and
Exchange Commission

September 2, 2014

    EQUUS TOTAL RETURN, INC.

    Page     7 of 10

COMMENT 6:

Please explain the negative interest figure in the
Statement of Operations for the year ended December 31, 2013.

RESPONSE: Sections 2.120-121 of the Audit and
Accounting Guide for Investment Companies state the following: