FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DOUGLASS SAM P 		2. Issuer Name and Ticker or Trading Symbol

EQUUS TOTAL RETURN, INC. [ EQS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Co-Chairman
(Last)          (First)          (Middle)

2727 ALLEN PARKWAY, 13TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/27/2007
(Street)

HOUSTON, TX 77019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/27/2007     J (1)    189716   A $7.74   (1) 490582   I   See Footnote   (2)
Common Stock                  22815   D    
Common Stock                  46446   I   Trust of which Mr. Douglass is the beneficiary  
Common Stock                  33150   I   Held by Mr. Douglass' spouse  
Common Stock                  47919   I   Trust of which Mr. Douglass' spouse is the beneficiary  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The securities were previously pledged to the Douglass Trust IV FBO Brooke Douglass and the the Douglass Trust IV FBO Sam Preston Douglass Jr. as collateral to secure certain promissory notes and transferred to the Douglass Trust IV FBO Brooke Douglass and the Douglass Trust IV FBO Sam Preston Douglass, Jr. in partial settlement of such notes. The settlement included $1,468,401.84 for the transferred securities and the issuance of additional promissory notes.
( 2)  Trusts FBO Douglass family members of which Mr. Douglass is trustee and lifetime beneficiary.

Remarks:
Mr. Douglass disclaims beneficial ownership of all shares not directly owned by him.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DOUGLASS SAM P
2727 ALLEN PARKWAY
13TH FLOOR
HOUSTON, TX 77019 		X
Co-Chairman

Signatures
Sam P. Douglass 10/1/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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