SCHEDULE 14A INFORMATION

~~Proxy~~

Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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x	Definitive proxy statement

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EQUUS TOTAL RETURN, INC.

(Name of Registrant as Specified in Its Charter)

~~Kenneth I. Denos, 2727 Allen Parkway, 13~~^th ~~Floor, Houston, TX 77019~~

(Name of Person(s) Filing Proxy ~~Statement)~~

Statement, if Other Than the Registrant)

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Notice of the ~~2009~~

2010

Annual Meeting of Stockholders


Meeting Date:		May ~~13, 2009~~12, 2010
Meeting Time:		9:10:00 a.m., ~~CDT~~EDT
Location:		Goodwin Procter LLP The ~~2777 Allen Parkway~~New York Times Building ~~Plaza I Room, Plaza Level~~ ~~2777 Allen Parkway~~ ~~Houston, Texas 77019~~ 26th Floor 620 Eighth Avenue New York, NY 10018

~~Agenda~~

Purpose of the Meeting

To elect 9 directors, each for a term of one year;

To ratify the appointment of UHY LLP as the Fund’s independent auditor for fiscal year ending December 31, 2010; and

To transact such other business as may properly come before the annual meeting.

Voting

All holders of record of shares of the Fund’s common stock (NYSE: EQS) at the close of business on March ~~20, 2009~~15, 2010 (the “Record Date”), or their legal proxy holders, are entitled to vote at the meeting and any postponements or adjournments of the meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow the Fund to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need in an expedited manner, while lowering the costs of delivery and reducing the environmental impact of the meeting.

On or about April 3, 2009, we intend to mail to stockholders a notice (“Notice”) containing instructions on how to access our 2009 proxy statement, proxy card and 2008 Annual Report to Stockholders, and how to vote online or by mail. The Notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery.

Please ~~execute~~submit a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You may submit your proxy online, by phone, or by mail. For specific instructions, please refer to the ~~Notice as well as the~~ Questions and Answers in this proxy ~~statement.~~

~~By order of~~statement and the ~~Board of Directors,~~

~~BRETT M. CHILES~~

~~Secretary~~

instructions on the proxy card.

We are distributing this proxy statement and proxy form to stockholders on or about April ~~2, 2009~~

12, 2010 .

By order of the Board of Directors,

RICHARD F. BERGNER

Chairman of the Board

April 12, 2010

Houston, Texas

Important Notice Regarding the Availability of Proxy Materials for the Fund’s Annual Meeting of Stockholders to be held on May ~~13, 2009~~

12, 2010

This proxy statement, proxy card and the Fund’s Annual Report to Stockholders for the fiscal year ended December 31, ~~2008~~2009 are available free of charge at the following website: ~~www.proxyvote.com.~~

~~WORTHAM TOWER~~

~~2727 ALLEN PARKWAY~~

~~THIRTEENTH FLOOR~~

http://www.equuscap.com/investor_reports.htm .

EIGHT GREENWAY PLAZA

SUITE 930

HOUSTON, TX ~~77019~~

77046

TEL: ~~(713) 529-0900~~

~~FAX: (713) 529-9545~~

(866) 821-2606

EQUUS TOTAL RETURN, INC.

~~2727 Allen Parkway, 13~~^th ~~Floor~~

Eight Greenway Plaza

Suite 930

Houston, Texas ~~77019~~

77046

PROXY STATEMENT

This proxy statement contains information relating to the annual meeting of Equus Total Return, Inc. (“EQS” or the “Fund”). The annual meeting of stockholders (the “Meeting”) or any postponement or adjournment thereof will be held on Wednesday, May ~~13, 2009,~~12, 2010, beginning at 9:10:00 a.m., ~~Central~~Eastern Daylight Time, at ~~the 2777 Allen Parkway~~Goodwin Procter LLP, The New York Times Building, ~~Plaza I Room, Plaza Level, 2777 Allen Parkway, Houston, Texas 77019.~~

~~Pursuant~~26th Floor, 620 Eighth Avenue, New York, NY 10018. The Board of Directors is sending stockholders this proxy statement to ~~rules recently adopted by the Securities and Exchange Commission (“SEC”), we are providing access~~solicit proxies to ~~our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to each stockholder entitled to vote~~be voted at the annual meeting. ~~The mailing of such Notice~~It is ~~scheduled~~being mailed to ~~begin~~stockholders on or about April 3, 2009. All stockholders will have the ability to access the proxy materials over the Internet, and may request to receive a printed copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, the Notice includes instructions on how stockholders may request proxy materials in printed form or by mail or electronically by e-mail on an ongoing basis.

12, 2010.

ABOUT THE MEETING

What is the purpose of the ~~annual meeting?~~

Meeting?

At the ~~annual meeting,~~Meeting, stockholders will ~~act upon~~be asked to elect Fund directors (see Proposal 1) and ratify the selection of the Fund’s independent registered public accounting firm (see Proposal 2). We have nominated four new directors to serve on the Fund’s Board of Directors. We invite you to read the summary backgrounds of these persons in the Proposal 1 section of this proxy statement.

Who is entitled to vote at the Meeting?

If you owned shares of the Fund on the Record Date, you are entitled to receive notice of and to participate in the Meeting. A list of stockholders on the Record Date will be available for inspection at the Fund’s office at Eight Greenway Plaza, Suite 930, Houston, Texas 77046 for ten days before the Meeting.

What are the voting rights of holders of the Fund’s common stock?

You may cast one vote per share of the Fund’s common stock that you held on the Record Date on each proposal considered at the Meeting. These shares are: (a) held directly in your name as the stockholder of record or (b) held for you as the beneficial owner through a stockbroker, bank, or other nominee.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many stockholders of the Fund hold their shares in “street name” through a stockbroker, bank or other nominee rather than directly in their own name. There are some important distinctions in how Fund shares are held.

Stockholder of Record. If your shares are registered directly in your name with the Fund’s transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record; therefore, these proxy materials are being sent directly to you by the Fund. As the stockholder of record, you have the right to vote in person at the Meeting, or to grant your voting proxy directly to the Fund. You may vote online, by phone, or by mail.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.” Your broker or nominee, who is considered the stockholder of record with respect to those shares, has forwarded these proxy materials to you. As the beneficial owner, you have the right to provide your broker with instructions on how to vote and are also invited to attend the Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Meeting (unless you have a signed proxy from the record holder, as described below). Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee regarding how to vote your shares.

Broker Discretionary Voting. New York Stock Exchange (“NYSE”) rules permit a broker member to vote on certain “routine” matters, including the ratification of auditors, without instructions from the beneficial owner of the shares. The election of directors is considered non-routine; therefore, brokers are not permitted to vote in director elections without instructions from the beneficial owners. If you hold your stock in street name and you do not instruct your broker how to vote in the election of directors, ~~(see Proposal 1). In addition,~~no votes will be cast on your behalf. Therefore, it is important that you cast your vote if you want it to count in the election of directors.

What constitutes a quorum?

A quorum must be present at the Meeting for any business to be conducted. The presence at the Meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum. As of the Record Date, 8,861,646 shares of the Fund’s ~~management~~common stock, representing the same number of votes, were outstanding.

If there are not enough votes for a quorum or to approve a proposal at the Meeting, the stockholders who are represented in person or by proxy may adjourn the Meeting to permit the further solicitation of proxies. The persons named as proxies will ~~report on~~vote proxies held by them for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the ~~performance~~further solicitation of ~~the Fund during 2008 and respond to questions from stockholders.~~

proxies.

What are the Board’s recommendations?

The Board recommends a vote “For” the election of the nominated slate of directors (see Proposal 1) and “For” the ratification of the appointment of UHY LLP (“UHY”) as the Fund’s independent registered public accounting firm (see Proposal 2). Unless you give other instructions in your proxy, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. With respect to any other matter that properly comes before the ~~meeting,~~Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

Are there other director nominees?

A minority of the Fund’s current Board members and certain other persons have filed a preliminary proxy statement, which indicates that they will propose an alternative slate of director nominees. A majority of the Fund’s directors oppose the alternative slate, and recommend that you vote for the director nominees proposed in this proxy statement .

What vote is required to approve the ~~election~~proposals?

Election of ~~directors?~~Directors

. A plurality of votes cast at the Meeting at which a quorum is present is required to elect a director. This means that the nine persons who receive the highest number of “FOR” votes will be elected to fill the available Board positions. Abstentions will not be counted as votes cast and will have no effect on this proposal. Brokers may not vote uninstructed shares held in street name for this proposal .

Ratification of Public Accounting Firm. The affirmative vote of a ~~plurality~~majority of all of the votes cast at the ~~meeting~~Meeting at which a quorum is present is required ~~for~~to ratify the ~~election~~selection of ~~directors. A properly executed proxy marked “~~~~Withheld~~~~” with respect to~~ the ~~election of one or more directors~~public accounting firm. Abstentions will not be ~~voted “~~~~For~~~~” the director or directors indicated, although it~~counted as votes cast and will ~~be counted~~have no effect on this proposal. Brokers may vote uninstructed shares held in street name for ~~purposes of determining whether there is a quorum. The nine persons receiving the highest number of “~~~~For~~”this proposal, and their votes will ~~be elected.~~

~~Broker Non-Votes.~~ If you hold shares in “street name” through a broker, bank, or other nominee, your broker, bank, or nominee may be permitted to exercise voting discretion with respect to the matters to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares will be voted “~~For~~~~” election of the director nominees.~~

~~Adjournment.~~ ~~The chairman of the meeting or the holders of a majority of the shares of the Fund,~~count as present ~~in person or represented by proxy, although not constituting a~~for quorum may adjourn the meeting. If a vote is required to adjourn the meeting, the persons named as proxies will vote those proxies for such adjournment, unless you have instructed the proxy holders to vote against the proposal for which an adjournment is sought.purposes.

How are votes counted?

In the election of directors, you may vote “For” all of the nominees or your vote may be “Withheld” with respect to one or more of the nominees. To ratify the selection of the independent auditor, you may vote “For” the ratification, “Against,” or you may “Abstain.” If you execute your proxy or provide broker voting instructions without specifying further your preference as to the nominees, your shares will be voted in accordance with the recommendations of the Board.

~~Who is entitled to vote at the meeting?~~

If you owned shares of the Fund on the Record Date, you are entitled to receive notice of and to participate in the annual meeting. A list of stockholders on the Record Date will be available for inspection at the Fund’s office at 2727 Allen Parkway, 13^th ~~Floor, Houston, Texas for ten days before the meeting.~~

~~What are the voting rights of holders of the Fund’s common stock?~~

You may cast one vote per share of the Fund’s common stock that you held on the Record Date on each proposal considered at the annual meeting. These shares include shares that are: (1) held directly in your name as the stockholder of record and (2) held for you as the beneficial owner through a stockbroker, bank, or other nominee.

Who can attend the ~~meeting?~~

Meeting?

All stockholders as of the Record Date, or their duly appointed proxies, may attend the ~~meeting.~~Meeting. Each stockholder may be asked to present valid identification. Cameras, recording devices, and other electronic devices will not be permitted at the ~~meeting.~~

Meeting.

Please note that if you hold your shares in “street name” (that is, through a broker, bank, or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the Record Date.

~~What constitutes a quorum?~~

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum, permitting the meeting to conduct its business. As of the Record Date, 8,565,118 shares of the Fund’s common stock, representing the same number of votes, were outstanding.

Proxies received but marked as abstentions or withheld and broker non-votes that are voted on any matter will be included in the calculation of the number of shares considered to be present at the meeting.

~~What is the difference between holding shares as a stockholder of record and as a beneficial owner?~~

Many stockholders of the Fund hold their shares through a stockbroker, bank or, other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

~~Stockholder of Record.~~If your shares are registered directly in your name with the Fund’s transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record; therefore, the Notice is being sent directly to you by the Fund. As the stockholder of record, you have the right to vote in person at the annual meeting, or to grant your voting proxy directly to the Fund. You may vote via the Internet by following the instructions in the Notice. If you request printed copies of the proxy materials by mail, you may also vote by (i) signing and submitting your proxy card and returning it by mail, or (ii) submitting your vote by telephone using the toll-free number included on the proxy card.

~~Beneficial Owner.~~If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name. Your broker or nominee, who is considered the stockholder of record with respect to those shares, has forwarded either a Notice or these proxy materials to you. As the beneficial owner, you have the right to provide your broker with instructions on how to vote and are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the annual meeting (unless you have a signed proxy from the record holder, as described below). Your broker or nominee has either (i) included instructions in its Notice regarding how to provide voting instructions to the broker or nominee, or (ii) has enclosed a voting instruction card for you to use in directing the broker or nominee regarding how to vote your shares.

How can I vote my shares in person at the ~~annual meeting?~~

Meeting?

Shares held directly in your name as the stockholder of record may be voted in person at the ~~annual meeting.~~Meeting. If you choose to do so, please bring proof of identification. Even if you plan to attend the ~~annual meeting,~~Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the ~~annual meeting.~~Meeting. Shares held in street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares.

How can I vote my shares without attending the ~~annual meeting?~~

Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the ~~annual meeting~~Meeting by granting your voting proxy to the Fund (if you are the stockholder of record) or by providing voting instructions to your broker or nominee (if you hold shares beneficially in street name). You may vote online, by phone, or by mail. Please refer to ~~the Notice or (if applicable)~~ the enclosed voting instruction card for details.

Can I change my vote after I execute my proxy?

Yes. You may change your proxy instructions at any time prior to the vote at the ~~annual meeting.~~Meeting. You may accomplish this by granting a new proxy or new broker voting instructions at a later date (which automatically revokes the earlier proxy instructions) or by attending the ~~annual meeting~~Meeting and voting in person. Attendance at the ~~annual meeting~~Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

What does it mean if I receive more than one ~~Notice?~~

notice of the Meeting?

It means your shares are registered differently or are in more than one account. Please grant a voting proxy and/or provide voting instructions for all accounts that you hold.

Where can I find the voting results of the ~~annual meeting?~~

Meeting?

We will announce preliminary voting results at the ~~annual meeting~~Meeting and publish the final results in ~~our quarterly report~~a Fund Form 8-K within four days after the day on ~~Form 10-Q for~~which the ~~quarter ended June 30, 2009.~~

Meeting ended.

Who can I call if I have a question?

If you have any questions about this proxy statement, please call us toll-free at ~~713-529-0900 between 9:00 a.m. and 5:00 p.m., Central Standard Time, Monday through Friday.~~

1-866-821-2606.

STOCK OWNERSHIP

Who are the largest owners of the Fund’s stock?

Based on a review of filings with the SEC, the Fund is aware of two beneficial owners of more than 5% of the outstanding shares of the Fund’s common stock: (i) ~~MCC Europe Limited (“MCCE”), MCC Global N.V. (“MCC Global”), Moore, Clayton & Co., Inc. (“MCC”), Anthony R. Moore, Sharon Clayton and Kenneth I. Denos;~~Sam P. Douglass; and (ii) ~~Sam P. Douglass.~~

Mobiquity Investments Limited and Versatile Systems Inc.

How much stock do the Fund’s directors and executive officers own?

The following table shows the amount of the Fund’s common stock beneficially owned (unless otherwise indicated) as of March ~~20, 2009,~~15, 2010, by (1) any person known to the Fund to be the beneficial owner of more than 5% of the outstanding shares of the Fund’s common stock, (2) each director/director nominee of the Fund, (3) each named executive officer, and (4) all directors/director nominees and executive officers as a group.

The number of shares beneficially owned by each entity, person, director/director nominee, or executive officer is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual had the right to acquire as of March ~~20, 2009,~~15, 2010, or within 60 days after March ~~20, 2009,~~15, 2010, through the exercise of any stock option or other right. Unless otherwise indicated, to our knowledge each individual has sole investment and voting power, or shares such powers with his spouse, with respect to the shares set forth in the table.

Name
   Sole
Voting and
Investment
Power Other
Beneficial
Ownership Total    Percent of
Class
Outstanding⁽¹⁾
MCCE, MCC Global, MCC, Kenneth I. Denos, Anthony R. Moore, Sharon Clayton⁽²⁾
   849,292 ⁽³⁾ —   849,292    9.91 %
Sam P. Douglass⁽⁴⁾
   51,564 693,983 ⁽⁵⁾ 745,547    8.70 %
Richard F. Bergner
   —   —   —      —
Charles M. Boyd, M.D.
   1,098 —   1,098    *
Alan D. Feinsilver
   3,397 —   3,397    *
Gregory J. Flanagan
   18,860 —   18,860    *
Henry W. Hankinson
   —   —   —      —
Robert L. Knauss
   4,819 816 ⁽⁶⁾ 5,635    *
Dr. Francis D. Tuggle
   6,093 —   6,093    *
L’Sheryl D. Hudson⁽⁷⁾
   —   —   —      —
All directors/director nominees and executive officers as a group (14 persons)
   935,123 694,799 1,629,922    19.0 %


Name	Sole Voting and Investment Power		Other Beneficial Ownership			Total		Percent of Class Outstanding
Kenneth I. Denos		—		—			—		—
Sam P. Douglass (1)		51,564		716,026	(2)		767,590		8.66	%
Fraser Atkinson(4)		—		822,031			822,031		9.28	%
Alessandro Benedetti(4)		—		822,031			822,031		9.28	%
Richard F. Bergner		—		—			—		—
Charles M. Boyd, M.D.		1,098		—			1,098		*
Alan D. Feinsilver		3,397		—			3,397		*
Gregory J. Flanagan		21,514		—			21,514		*
Henry W. Hankinson		—		—			—		—
John A. Hardy(4)		—		822,031			822,031		9.28	%
Robert L. Knauss		10,670		—			10,670		*
Bertrand des Pallieres(4)		—		822,031			822,031		9.28	%
Dr. Francis D. Tuggle		6,536		—			6,536		*
L’Sheryl D. Hudson(3)		—		—			—		—
All directors/director nominees and executive officers as a group (17 persons)		110,678		1,538,057			1,648,735		18.61	%

*	Indicates less than one percent.

(1)	Based on 8,565,118 shares of the Fund’s common stock, par value $.001 per share, outstanding as of March 20, 2009.There are no options, warrants, rights or conversion privileges outstanding with respect to the Fund’s common stock.

~~(2)~~

The address of MCCE is 10757 South River Front Parkway, Suite 125, South Jordan, Utah 84095. MCC Global’s principal office is located at 10757 South River Front Parkway, Suite 125, South Jordan, Utah 84095. The address of MCC is 10757 South River Front Parkway, Suite 125, South Jordan, Utah 84095. Messrs. Moore and Denos and Ms. Clayton’s business address is 2727 Allen Parkway, 13th Floor, Houston, Texas 77019. Messrs. Moore and Denos and Ms. Clayton are principal shareholders of MCC Global which is the parent company of MCC. Mr. Denos is the Chief Executive Officer of MCC. MCC is the parent company of MCCE. The number of shares beneficially owned by MCCE, MCC Global, MCC, Mr. Moore, Ms. Clayton and Mr. Denos are based on the Schedule 13D/A they filed jointly on August 12, 2008.

~~(3)~~

753,323 shares are subject to pledge agreements executed by MCC, MCCE and Manchester Securities Corp. in connection with promissory notes issued by MCC to Manchester Securities Corp. In addition, 95,969 shares are subject to pledge agreements executed in connection with the sale of Equus Corporation International’s (“ECI”) interest in Equus Capital Management Corporation, the Fund’s former investment adviser, to MCC. Specifically, these 95,969 shares are pledged to Lehmann Investments, LP, one of the former shareholders of ECI.

~~(4)~~

Mr. Douglass’ business address is ~~2727 Allen Parkway, 13~~^th ~~Floor,~~P.O. Box 130197, Houston, ~~Texas 77019.~~

TX 77219.

~~(5)~~(2)

Includes (a) 58,197 shares held directly and in retirement accounts by ~~Paula T. Douglass, an officer of the Fund and~~ Mr. Douglass’ spouse, and (b) ~~635,786~~657,829 shares held by trusts for the benefit of members of Mr. Douglass’ family, of which Mr. Douglass is the trustee and a lifetime beneficiary, a trust of which Mr. Douglass is the beneficiary, and a trust of which ~~Ms. Douglass~~Mr. Douglass’ spouse is the beneficiary. Mr. Douglass disclaims beneficial ownership of all shares not directly owned by him.

~~(6)~~

Includes 816 shares held by the Robert L. Knauss Defined Plan (the “Knauss Plan”) of which Mr. Knauss is a control person. Mr. Knauss disclaims beneficial ownership of the shares held by the Knauss Plan.

~~(7)~~(3)

Ms. Hudson serves as the Fund’s Vice President, Chief Financial Officer and Chief Compliance Officer. Ms. Hudson is not a director or director nominee.

(4)

Includes 822,031 shares held directly by Mobiquity Investments Limited and Versatile Systems Inc. Each individual disclaims beneficial ownership of the securities held directly by Mobiquity Investments Limited and Versatile Systems Inc. and nothing herein shall be construed as an admission that such individual is, for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any such securities.

Section 16(a) beneficial ownership compliance

Under the federal securities laws, our directors, executive officers, and any persons beneficially owning more than ten percent of our common stock are required to report their ownership of our common stock and any changes in that ownership to the Fund and the SEC. Specific due dates for these reports have been established by regulation. Based solely upon a review of reports furnished to the Fund and written representations of certain persons that no other reports were required, we believe that all of our directors and executive officers complied during ~~2008~~2009 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information about the fiscal year 2009 compensation program for our named executive officers (“NEOs”). This section explains how the Compensation Committee made its compensation decisions for our NEOs after the Fund “internalized” its operations on July 1, 2009. The discussion below also addresses the principal elements of our approach to compensation.

Our NEO compensation program is designed to satisfy two objectives: (i) compensating the Fund’s NEOs appropriately for their contributions to the Fund’s growth, profitability and other goals and objectives; and (ii) linking the interests of the Fund’s NEOs to the long-term interests of the Fund’s equity owners. Our compensation program recognizes both short-term and long-term success but our focus in administering our NEO compensation program is on rewarding the intermediate and long-term performance of our NEOs, as measured by the Fund’s performance and relative shareholder return.

Our compensation program consists primarily of two elements: base salary and possible annual cash bonus. Our senior executives do not have employment agreements or severance or change-of-control agreements. In addition, while our executives participate in a defined contribution retirement plan, we do not have any supplemental retirement benefits and generally do not provide perquisites to our executive officers. Accordingly, we believe that the total level of compensation is critical to maintaining the competitiveness of our compensation arrangements, particularly given the absence of supplemental benefits and plans.

We pay base salaries to our NEOs, which constitutes the bulk of their total compensation. While the NEOs’ initial base salary is determined by an assessment of competitive market levels, the factors used in determining changes to base salary include individual performance, changes in role and/or responsibility and changes in the competitive market environment. The Fund may pay an annual cash bonus that results in cash payments to our NEOs. The amount of the cash bonus is determined by the Compensation Committee on a discretionary basis.

In determining the structure of our executive compensation program and the appropriate levels of incentive opportunities, the Compensation Committee considers whether the program rewards reasonable risk-taking and whether the incentive opportunities achieve the proper balance between the need to reward employees and the need to protect shareholder returns. We believe that the focus on total compensation provides incentives to create long-term value for shareholders while taking thoughtful and prudent risks to grow the Fund.

Summary Compensation Table

The following table summarizes the total compensation that the Fund paid during the fiscal year ended December 31, 2009 to the NEOs, who are the chief investment officer, the chief financial officer and our other most highly compensated executive officers who received more than $100,000 in annual compensation from the Fund.

Name and

Principal Position

Year*

Salary ($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Change in

Pension Value

and

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($) ***

Total ($)

Gregory J. Flanagan** —President and Chief Executive Officer

2009

50,000

n/a

50,000

L’Sheryl D. Hudson—Chief Financial Officer

2009

175,000

6,750

n/a

5,438

187,188

Gary L. Forbes—Senior Vice President

2009

220,000

4,750

n/a

6,728

231,478

*	No information is provided for 2008 and 2007 because the Fund did not begin to directly compensate its management team until July 1, 2009.

**	Mr. Flanagan became an officer of the Fund on July 1, 2009, when the Fund “internalized” its management operations. He was paid $100,000 on an annualized basis. Mr. Flanagan resigned as a Fund officer on February 16, 2010.

***	Reflects the Fund’s contributions to vested and unvested defined contribution plans of the NEOs.

Report of the Compensation Committee

As part of our responsibilities, we have reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which begins on page 5 of this proxy statement. Based on such review and discussions, we have recommended to the Board of Directors the inclusion of the Compensation Discussion and Analysis in this proxy statement.

Robert L. Knauss

Henry W. Hankinson

GOVERNANCE OF THE FUND

How is the Fund’s “internalized” management structured?

The Board of Directors changed the Fund’s operations to an “internalized” management structure on July 1, 2009. This means that, unlike most closed-end funds and business development companies, the Fund now directly employs its management team and incurs the costs and expenses associated with Fund operations. There is no outside investment advisory organization providing services to the Fund under a fee-based advisory agreement, or an administrative organization charging the Fund for services rendered.

What are the duties of the Board of Directors?

Leadership Structure

. The Board provides overall guidance and supervision with respect to the operations of the Fund and performs the various duties ~~imposed on the~~specified for directors of business development companies byunder the Investment Company Act of 1940 (the “1940 Act”). Among other things, the Board supervises ~~the~~Fund management, ~~arrangements of the Fund,~~ the custodial arrangements ~~with respect to~~for portfolio securities, the selection of accountants, fidelity bonding, and transactions with affiliates.

The Board meets in regularly scheduled meetings each year. All Board actions ~~taken by the Board~~ are taken by majority vote unless a higher percentage is required by law ~~or unless the 1940 Act~~ or the Fund’s certificate of incorporation or by-laws require that the actions be approved by a majority of the directors who are not “interested persons” (as defined in the 1940 Act) of the ~~Fund –~~ Fund—referred to as “independent directors.”

The 1940 Act requires that a majority of the Fund’s directors be independent directors.

~~Who are~~ The Board is currently composed of 9 directors, including 7 independent directors. As discussed below, the ~~current members~~Board has established 4 Committees to assist the Board in performing its oversight responsibilities.

The Board has appointed an independent director to serve in the role of Chairman of the ~~Board?~~

Board. The ~~members~~Chairman’s primary role is to set the agenda of the Board ~~of Directors on~~and determine what information is provided to the ~~date of this proxy statement and~~Board with respect to matters to be acted upon by the ~~committees~~Board. The Chairman presides at all meetings of the Board and leads the Board through its various tasks. The Chairman also acts as a liaison with management in carrying out its functions. The Chairman may perform such other functions as may be requested by the Board. The designation of Chairman does not impose on such independent director any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The Fund has determined that the Board’s leadership structure is appropriate given the characteristics and circumstances of the Fund, including such items as the business development company requirements, net assets of the Fund, the committee structure of the Fund.

Risk Oversight. Through the Board’s direct oversight role, and indirectly through its Committees, the Board performs a risk oversight function for the Fund consisting, among other things, of the following activities:

General Oversight. The Board meets with representatives of management and key service providers, including the custodian and the independent audit firm of the Fund, to review and discuss the operational activities of the Fund and to provide direction with respect thereto.

Compliance Oversight. The Board reviews and approves, as applicable, the compliance procedures of Fund. The Board is informed how the compliance procedures adhere to the operational requirements through its meeting with, and reports received from the Chief Compliance Officer. The Board also discusses the adequacy of internal controls and compliance procedures with the Fund’s Chief Compliance Officer and independent auditors.

Investment Oversight. The Board monitors Fund performance during the year through regular performance reports from management with references to appropriate performance measurement indices and the performance of similar funds. The Board receives focused performance presentations on a regular basis. The Board also monitors the Fund’s investment practices and reviews the Fund’s investment strategies with management.

Valuation Oversight. The Board has approved the valuation methodologies used in establishing the daily values of the Fund’s assets and monitors the accuracy with which ~~they serve,~~the valuations are ~~identified below.~~


~~Director~~	~~Audit~~ ~~Committee~~	~~Compensation~~ ~~Committee~~	~~Committee~~ of ~~Independent~~ ~~Directors~~	~~Governance~~ ~~and~~ ~~Nominating~~ ~~Committee~~
~~Richard F. Bergner~~	*		*	~~Chair~~
~~Charles M. Boyd, M.D.~~	*	~~Chair~~	*	*
~~Kenneth I. Denos~~


~~Director~~	~~Audit~~ ~~Committee~~	~~Compensation~~ ~~Committee~~	~~Committee~~ of ~~Independent~~ ~~Directors~~	~~Governance~~ ~~and~~ ~~Nominating~~ ~~Committee~~
~~Sam P. Douglass~~
~~Alan D. Feinsilver~~	~~Chair~~		*
~~Gregory J. Flanagan, Chair~~	*		*	*
~~Henry W. Hankinson~~	*	*	*
~~Robert L. Knauss~~	*		~~Chair~~
~~Anthony R. Moore~~
~~Dr. Francis D. Tuggle~~	*	*	*

carried out. The Board receives regular reports on the use of fair value prices and monitors the effectiveness of the valuation procedures.

What ~~committees~~Committees has the Board established?

The Board has four standing committees: an Audit Committee, a Governance and Nominating Committee, a Compensation Committee, and a Committee of Independent Directors.

Who are the current Board members and what are their Committee memberships?

The members of the Board of Directors on the date of this proxy statement and the Board Committees on which they serve are identified in the following table:


Director	Audit Committee	Compensation Committee	Committee of Independent Directors	Governance and Nominating Committee
Richard F. Bergner, Chair	*		*	*
Charles M. Boyd, M.D.	*		*
Kenneth I. Denos
Sam P. Douglass
Alan D. Feinsilver	*		*
Gregory J. Flanagan	*		*
Henry W. Hankinson	*	Chair	*	Chair
Robert L. Knauss	Chair	*	*
Dr. Francis D. Tuggle	*		*

Audit Committee

The charter of the Audit Committee specifies that the purpose of the Audit Committee is to assist the Board in its oversight of the integrity of:

The Fund’s financial statements,

The Fund’s compliance with legal and regulatory requirements,

The independence and qualifications of the Fund’s independent registered public accounting firm, and

The performance of the Fund’s internal audit function and independent registered public accounting firm.

In furtherance of the foregoing purpose, the Committee’s authority and responsibilities include to:

Review and oversee the Fund’s annual and quarterly financial statements;

Recommend, for shareholder approval, the appointment of the Fund’s independent registered public accounting firm, and oversee the compensation, retention, oversight, and other matters relating to the engagement or discharge of the independent registered public accounting firm;

Oversee the Fund’s financial controls and reporting processes;

Review the Fund’s financial reporting and accounting standards and principles;

Review the performance of the Fund’s internal audit function and the performance of the independent registered public accounting firm;

Review and investigate any matters pertaining to the integrity of management, including conflicts of interest or adherence to standards of business conduct; and

Establish procedures for handling complaints involving accounting, internal accounting controls, and auditing matters.

The charter of the Audit Committee is available on the Fund’s website (www.equuscap.com). The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its duties. The Committee’s meetings include, whenever appropriate, executive sessions with the Fund’s independent registered public accounting firm without the presence of management.

Each member of the ~~Audit~~ Committee is an independent director within the meaning of SEC regulations and the listing standards of the ~~New York Stock Exchange (“NYSE”).~~NYSE. The Committee met 46 times during ~~2008.~~

~~The charter of the Audit Committee specifies that the purpose of the Audit Committee is to assist the Board in its oversight of the integrity of:~~

2009.

~~The Fund’s financial statements,~~

~~The Fund’s compliance with legal and regulatory requirements,~~

~~The independence and qualifications of the Fund’s independent registered public accounting firm, and~~

~~The performance of the Fund’s internal audit function and independent registered public accounting firm.~~

~~In furtherance of the foregoing purpose, the Committee’s authority and responsibilities include to:~~

~~Review and oversee the Fund’s annual and quarterly financial statements;~~

~~Oversee the Fund’s financial controls and reporting processes;~~

~~Review the Fund’s financial reporting and accounting standards and principles;~~

~~Review the performance of the Fund’s internal audit function and the performance of the independent registered public accounting firm;~~

~~Review and investigate any matters pertaining to the integrity of management, including conflicts of interest or adherence to standards of business conduct; and~~

~~Establish procedures for handling complaints involving accounting, internal accounting controls, and auditing matters.~~

~~Report of the Audit Committee~~

As part of its oversight of the Fund’s financial statements, the Committee reviews and discusses with both management and the Fund’s independent registered public accounting firm all annual and quarterly financial statements prior to their issuance. During 2008, management advised the Committee that each set of financial statements reviewed had been prepared in accordance with accounting principles generally accepted in the United States, and reviewed significant accounting and disclosure issues with the Committee. These reviews included discussions with UHY LLP (“UHY”), the Fund’s independent registered public accounting firm, of matters required to be disclosed pursuant to Statement of Auditing Standards No. 61 (~~Communication with Audit and Finance Committees~~), including the quality of the Fund’s accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Committee also discussed with UHY matters relating to its independence, including a review of audit and non-audit fees and the written disclosure required by Independence Standards Board Standard No. 1 (~~Independence Discussions with Audit Committee~~).

Based on the review and discussions noted above, the Audit Committee recommended to the Board the inclusion of the Fund’s audited financial statements for the year ended December 31, 2008, in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2008, for filing with the Securities and Exchange Commission. The Audit Committee also recommended to the Board the selection of UHY as the Fund’s independent registered public accounting firm for fiscal 2009.

Each member of the Audit Committee is an independent director within the meaning of SEC regulations and the listing standards of the NYSE. ~~Alan D. Feinsilver,~~Robert L. Knauss, the chair of the Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations and the Board has determined that he has accounting and related financial management expertise within the meaning of the listing standards of the NYSE.

Committee of the Independent Directors

How does the Board select nominees for the Board?

The Governance and Nominating Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. A stockholder who wishes to recommend a prospective nominee for the Board should notify the Fund’s Secretary or any member of the Governance and Nominating Committee in writing in care of Equus Total Return, Inc., ~~2727 Allen Parkway, 13~~^th ~~Floor,~~Eight Greenway Plaza, Suite 930, Houston, ~~Texas 77019.~~TX 77046. To be considered by the Nominating and Governance Committee, stockholder nominations must be submitted before our fiscal year-end and must be accompanied by a description of the qualifications of the proposed candidate and a written statement from the proposed candidate that he or she is willing to be nominated and desires to serve if elected. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a stockholder pursuant to the provisions of the Fund’s by-laws relating to stockholder nominations as described in “Additional ~~Information –~~ Information—Stockholder Proposals for the 2010 Annual Meeting,” below. Nominees for director who are recommended by stockholders will be evaluated in the same manner as any other nominee for director.

vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors considered by the Committee. If the Committee determines, in consultation with the other Board members as appropriate, that additional consideration is warranted, it may gather additional information about the prospective nominee’s background and experience. ~~The Chairman of the~~A Committee ~~and our Chairman of the Board~~member will ~~then~~ interview a qualified

~~candidate. A~~ candidate, and a qualified candidate ~~is then invited to~~may meet ~~the remaining members of the Committee and the~~ other directors. The Committee then determines, based on the background information and information obtained in interviews, whether to recommend to the Board that a candidate be nominated to the Board.

The ability of the prospective nominee to represent the interests of the stockholders of the Fund;

The prospective nominee’s standards of integrity, commitment, and independence of thought and judgment;

The prospective nominee’s ability to dedicate sufficient time, energy, and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards; and

The extent to which the prospective nominee contributes to the range of talent, skill, and expertise appropriate for the Board.

How does the Board determine which directors are considered independent?

How often did the Board meet during ~~2008?~~

2009?

How are directors compensated?

2009 Director Compensation Table

Name
   Fees Earned or
Paid in Cash
($)    All Other
Compensation
($)    Total
($)
Independent Directors

Richard F. Bergner
   51,000    —      51,000
Charles M. Boyd, M.D.
   58,000    —      58,000
Alan D. Feinsilver
   59,000    —      59,000
Gregory J. Flanagan
   61,250    —      61,250
Henry W. Hankinson
   52,000    —      52,000
Robert L. Knauss
   61,250    —      61,250
Dr. Francis D. Tuggle
   50,000    —      50,000
Interested Directors

Anthony R. Moore
   —      —      —
Sam P. Douglass
   —      —      —
Kenneth I. Denos
   —      —      —

Name

Fees Earned or
Paid in Cash
($)

All Other
Compensation
($)

Total
($)

Independent Directors
Richard F. Bergner 63,000 — 63,000
Charles M. Boyd, M.D. 66,000 — 66,000
Alan D. Feinsilver 63,000 — 63,000
Gregory J. Flanagan 39,500 — 39,500
Henry W. Hankinson 55,000 — 55,000
Robert L. Knauss 61,000 — 61,000
Dr. Francis D. Tuggle 54,000 — 54,000

Interested Directors
Sam P. Douglass 10,000 — 10,000
Kenneth I. Denos 7,000 — 7,000

Who are the executive officers of the Fund?


Name, Address and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
~~Kenneth I. Denos~~ ~~2727 Allen Parkway,~~ 13^th ~~Floor~~ S. Jay Brown Eight Greenway Plaza Suite 930 Houston, Texas ~~77019~~ 77046 Age: 41	~~President~~ ~~and CEO; Director~~Chief Investment Officer, Principal Executive Officer	Indefinite ~~terms as President and CEO; President and CEO~~term; Chief Investment Officer since ~~2007; Executive Vice President and Secretary from 2005 until 2007.~~ ~~Term as Director expires 2009; Director since July 2008.~~ 2010.	~~President~~Chief Investment Officer of the Fund since December 2007; CEO of the Fund since August 2007; Executive Vice President and Secretary of the Fund from June 2005 until August 2007. Mr. Denos has served as CEO of MCC Global NV since May 2006 and as a director of Moore, Clayton & Co., Inc. since January 2001.February 2010. From ~~November 2005 until May 2006, Mr. Denos served as the Non-Executive Chairman of Ridgecrest Healthcare Group, Inc. From February~~ 2005 to ~~February 2006, he served as a director and~~2010, Mr. Brown was General ~~Counsel~~Partner of ~~MCC Energy plc (now Tersus Energy plc)~~Overcup Capital, LLC (an investment firm). From April 1999 until August 2007, he also served as Chairman and CEO of SportsNuts, Inc. (sporting event coordinator). Since March 2007, Mr. Denos has served as a non-executive director of Secure Netwerks, Inc., an information technology hardware and software reseller. Since January 2002, he has also served as President of Kenneth I. Denos, P.C.

~~Gary L. Forbes~~ ~~2727 Allen Parkway,~~ 13^th ~~Floor~~ ~~Houston, Texas 77019~~ ~~Age: 65~~	~~Senior Vice President~~	~~Indefinite term; Senior Vice President since 2005 and Vice President from 1992 to 2005.~~
L’Sheryl D. Hudson Eight Greenway Plaza Suite 930 Houston, Texas 77046 Age: 45	Senior Vice President, ~~of the Fund since 2005 and Vice President of the Fund from 1992 to 2005. From 1991 to 2005, Mr. Forbes was Vice President of Equus Capital Management Corporation.~~


~~Name, Address and~~ ~~Age~~	~~Position(s)~~ ~~Held with~~ ~~Fund~~	~~Term of Office and~~ ~~Length of Time~~ ~~Served~~	~~Principal Occupation(s)~~ ~~During Past 5 Years~~
~~L’Sheryl D. Hudson~~ ~~2727 Allen Parkway,~~ 13^th ~~Floor~~ ~~Houston, Texas 77019~~ ~~Age: 44~~	~~Vice President,~~ Chief Financial Officer, Treasurer, and Chief Compliance Officer	Indefinite terms; Vice President and Chief Financial Officer since 2006; Chief Compliance Officer since 2007.	Senior Vice President, ~~and~~ Chief Financial Officer, ~~of the Fund since November 2006~~Treasurer, and Chief Compliance Officer of the Fund since ~~April 2007.~~November 2006. Ms. Hudson was named Chief Compliance Officer and a director of MCCA and a director of Equus Capital Administration Company, Inc. in 2007. Ms. Hudson served as Associate Director of WestLB Asset Management (US), LLC from 2002 to 2006.

Brett M. Chiles ~~2727 Allen Parkway,~~ 13^th ~~Floor~~ Eight Greenway Plaza Suite 930 Houston, Texas ~~77019~~ 77046 Age: 32 33	Secretary, Assistant Vice President	Indefinite term; Secretary since ~~2007.~~2007 and Assistant Vice President since 2009.	Assistant Vice President of the Fund since 2009 and Secretary of the Fund since August ~~2007 and an~~2007. Mr. Chiles serves as Assistant Vice President of MCCA ~~since 2005.~~from 2005 to 2009. Prior to joining MCCA, Mr. Chiles served as Internal Wholesaler for AIM Investments from 2000 to 2003, where he actively developed and maintained relationships with financial dealer brokers to sell AIM products including mutual funds, annuities and retirement plans. Mr. Chiles worked for Murphree Venture Partners, where he analyzed seed and early-stage investments. Mr. Chiles holds a B.B.A from Texas Christian University and an M.B.A. from Rice University.

Grants of Plan-Based Awards

~~INVESTMENT ADVISER AND ADMINISTRATOR~~

~~Who~~

Nominees for Director


~~Anthony R. Moore~~ Name, Address and Age	Position(s) Held with Fund	Term of Officend Length of Time Served	Principal Occupation(s) During Past 5 Years	Other Directorships+ Held by Director or Nominee
Fraser Atkinson 355 Burrard St., Ste. 910 Vancouver, B.C. V6C 2G8 Age: 52	None	None	CFO of Versatile Systems Inc. (“Versatile”) (technology consulting) since February 2003, Corporate Secretary of Versatile since October 2003 and Director since November 2003. Mr. Atkinson was involved in both the technology and corporate finance sectors as a partner at KPMG, LLP for over 14 years, having left the firm in September 2002.	None

Alessandro Benedetti 355 Burrard St., Ste. 910 Vancouver, B.C. V6C 2G8 Age : 48	None	None	Mr. Benedetti is currently the CEO of SAE Capital Ltd., which he founded in January 2007. Prior to that, he was the CEO of SAE Capital SPA, based in Rome, Italy. Over the last 20 years Mr. Benedetti has been involved in the structuring and financing of complex transactions, acting on behalf of companies and governments in North America, Europe, Central Asia and the Middle East. In 2005, he structured and led the acquisition of Wind Telecomunicazioni SpA, based in Italy, which had 16 million wireless subscribers, 1.6 million fixed line customers and 28 million registered internet users. At that time the transaction was the largest leveraged buyout in European history, in a deal valued at over 12 billion Euros.	None

Richard F. Bergner Eight Greenway Plaza Suite 930 Houston, Texas 77046 Age: 79	Director	Term expires 2010; Director since 2005.	Practicing attorney in Houston, TX for 50 years. Mr. Bergner’s practice includes corporate, investment and real estate issues; he has litigated cases in federal and state court.	None

Gregory J. Flanagan Eight Greenway Plaza Suite 930 Houston, Texas 77046 Age: 64	Director	Term expires 2010; Director since 1992.	Chairman of the Board,

~~Sharon J. Clayton~~ CEO and President of the Fund from July 2009 to February 2010. COO of Gallagher Healthcare, Inc. – Houston Branch (insurance brokerage) from 2003 to 2008. Mr. Flanagan also has more than 20 years of commercial banking experience.	~~Co-Chairman of the Board~~None

~~Paula T. Douglass~~	~~Vice~~
Henry W. Hankinson 4355 Cobb Parkway Suite 501 J Atlanta, Georgia 30339 Age: 68	Director	Term expires 2010; Director since 2005.	Managing Partner and co-founder of Global Business Associates, LLC, a boutique M&A consulting firm in Atlanta, GA. Mr. Hankinson is a former military officer with engineering and MBA degrees. He has held domestic and international senior executive management positions for over 30 years. In 1993 he moved to Moscow as the senior regional executive for Halliburton / Brown & Root (“HBR”) to establish the oil & gas construction market in the Former Soviet Union. In 1997 he moved to Riyadh, as the senior HBR regional Managing Director of Saudi Arabia. In 1999 he was recruited to become the COO and senior American for a large multi-national conglomerate for the Saudi Royal Family. Based in Riyadh, he was responsible for investment acquisitions and portfolio management. During his career, Mr. Hankinson has served as Chairman, CEO, COO, and Director for both small and multi-national private and public companies.	None

John A. Hardy 355 Burrard St., Ste. 910 Vancouver, B.C. V6C 2G8 Age: 58	None	None	Chairman and Chief Executive Officer of Versatile Systems Inc. (“Versatile”) (technology consulting) since January 1997. Mr. Hardy has had extensive experience in the insurance, finance and banking sectors, as well as mergers and acquisitions and litigation and resolution of multi-jurisdictional disputes practicing as a Barrister from 1978-1997. Mr. Hardy was also an adjunct Professor lecturing in insurance law at the University of British Columbia from 1984-2000.	None

Robert L. Knauss P.O. Box 40 5580 FM 1697 Burton, Texas 77835 Age: 79	Director	Term expires 2010; Director since 1991.	Chairman of the Board of Philip Services Corp. (industrial services) from 1998 to 2003, and Chairman of the Board and CEO of Baltic International USA, Inc. from 1995 to 2003. During the past twenty years, Mr. Knauss has served on the Boards of Directors of eight public companies. Mr. Knauss was the former Dean and Distinguished University Professor of University of Houston Law School and was also Dean of Vanderbilt Law School.	The Mexico Fund, Inc. (investment company), XO Holdings, Inc. (telecommunications) and WestPoint International Inc. (home products).

Bertrand des Pallieres 355 Burrard St., Ste. 910 Vancouver, B.C. V6C 2G8 Age: 43	None	None	CEO of SPQR Capital LLP, based in London, UK since May 2007; Global Head of Principal Finance and member of the Global Market Leadership Group of Deutsche Bank from 2005 to 2007; from 1992 to 2005, he held various positions at JP Morgan including Global Head of Structured Credit, European Head of Derivatives Structuring and Marketing and Co-head of sales for Europe Middle East and Africa.	None

+	Other directorships are limited to: (i) publicly traded companies in the United States; (ii) companies that are otherwise subject to SEC reporting requirements and (iii) investment companies registered under the 1940 Act.

Name, Address and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Other Directorships++ Held by Director or Nominee
Kenneth I. Denos 10757 South River Front Parkway Suite 125 South Jordan, Utah 84095 Age: 42	~~President and CEO~~

~~L’Sheryl D. Hudson~~ Director	~~Chief Financial Officer~~ Term as Director expires 2010; Director since July 2008. Indefinite terms as President and ~~Chief Compliance Officer~~

~~Brett M. Chiles~~ CEO; President and CEO since 2007; Executive Vice President and Secretary from 2005 until 2007.	~~Assistant~~Deputy Executive Chairman of London Pacific & Partners, Inc. since August 2009. President of the Fund from December 2007 to June 2009; CEO of the Fund from August 2007 to June 2009; Executive Vice President and Secretary of the Fund from June 2005 until August 2007; Executive Vice President of Equus Capital Administration Company, Inc. from June 2005 to May 2008; CEO and President of Equus Capital Administration Company, Inc. from May 2008 to June 2009; Executive Vice President of Moore Clayton Capital Advisors, Inc from June 2005 to May 2008; CEO and President of Moore Clayton Capital Advisors, Inc from May 2008 to June 2009; Mr. Denos has served as CEO of MCC Global NV since May 2006 and as a director and Executive Vice President of Moore, Clayton & Co., Inc. since January 2001. From November 2005 until May 2006, Mr. Denos serve d as the Non-Executive Chairman of Ridgecrest Healthcare Group, Inc. From February 2005 to February 2006, he served as a director and General Counsel of MCC Energy plc (now Tersus Energy plc). From April 1999 until August 2007, he has also served as Chairman and CEO of SportsNuts, Inc. (sports marketing company). Since March 2007, Mr. Denos has served as a non-executive director of Secure Netwerks, Inc., an information technology hardware and software reseller. Since January 2000, he has served as President of Kenneth I. Denos, P.C. Since March 2009 he has served as CEO and Chairman of Acadia Group, Inc.	None

~~For a description~~

(1)	Interested directors are “interested persons” (as defined in the 1940 Act). Mr. Denos is deemed to be interested director by reason of his prior affiliation with the Former Adviser.

++	Other directorships are limited to: (i) publicly traded companies in the United States; (ii) companies that are otherwise subject to SEC reporting requirements and (iii) investment companies registered under the 1940 Act.

A majority of the ~~Fund—Who are the Executive Officers of the Fund?~~~~” above. A description of the business background of~~Directors recommends that each ~~of Mr. Moore and Mss. Douglass and Clayton is set out below.~~

~~Mr. Moore served as Co-Chairman of Board of MCCA since June 2005. Since May 2006, Mr. Moore has served as the Chairman of the Supervisory Board of MCC Global NV and Co-Chairman~~stockholder vote “For” each of the Board nominated persons.

Dollar Range of ~~MCC since August 1999. Mr. Moore was also Co-Founder and Co-CEO of MCC from August 1999 until May 2006.~~

Ms. Douglass served as Vice President of the Fund from June 2006 to May 2008. Since June 2005, Ms. Douglass has served as Vice-Chairman of the Board of Moore, Clayton Capital Advisors, Inc. and Equus Capital Administration Company, Inc. Ms. Douglass served as an officer and director of Equus Capital Management Corporation from July 1993 to 2005. Ms. Douglass is a licensed attorney and was an associate of the firm Fulbright and Jaworski from 1988 to 1991. She was elected as director of Iwerks Entertainment, previously a publicly traded company on the Nasdaq National Market, in 1993 and served as Executive Chairman from 1995 to 1997. From February 1998 to 2005, she served as Chairman and Chief Executive Officer of Cinema Film Systems, Inc. Ms. Douglass co-founded Equus Corporation International and has served as an officer and a director since December 1978.

Ms. Clayton served as Vice Chairman of the Fund from June 2005 to May 2008. Ms. Clayton has served as Chairman of the Management Board of MCC Global NV since May 2006 and Co-Chairman of the Board of Moore, Clayton & Co., Inc. since August 1999. Ms. Clayton was also Co-Founder and Co-CEO of Moore, Clayton & Co., Inc. from August 1999 until April 2007.

Equity Securities Beneficially Owned by Current Directors/Director Nominees


Name	Dollar Range of Equity Securities in the Fund(1)	Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Director or Nominee in Family of Investment Companies
Independent Directors
Fraser Atkinson	None	None
Alessandro Benedetti	None	None
Richard F. Bergner	None	None
Charles M. Boyd, M.D.	$1-$10,000	$1-$10,000
Bertrand des Pallieres	None	None
Alan D. Feinsilver	$10,001-$50,000	$10,001-$50,000

Gregory J. Flanagan	$50,001-$100,000	$50,001-$100,000
Henry W. Hankinson	None	None
John A. Hardy	None	None
Robert L. Knauss	$10,001-$50,000	$10,001-$50,000
Dr. Francis D. Tuggle	$10,001-$50,000	$10,001-$50,000

Interested Directors
Kenneth I. Denos	None	None
Sam P. Douglass	Over $100,000	Over $100,000

(1)	Based on beneficial ownership as of March 31, 2010.

~~Who is the Fund’s administrator?~~

~~The Fund’s administrator is Equus Capital Administration Company, Inc. and its principal offices are located at 2727 Allen Parkway, 13~~^th Floor, Houston, Texas 77019. Equus Capital Administration Company, Inc. is a wholly-owned subsidiary of MCC and was formed for the purpose of managing the Fund’s administrative and business operations.

~~INFORMATION REGARDING THE FUND’S~~

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Services Provided	2009		2008
Audit fees	$	162,103	$	160,550
Audit-related fees		—		—
Tax		—		—
All other		—		—

Total	$	162,103	$	160,550

~~PROPOSAL 1—ELECTION OF DIRECTORS~~

~~The by-laws~~

Report of the ~~Fund provide for a minimum~~Audit Committee

As part of three and a maximum of fifteen directors (a majority of whom must be independent directors). There are currently ten directors (including seven independent directors), nine of whom the Board is nominating for re-election, including the seven independent directors. The Board is not recommending any other director nominees. The nominees receiving an affirmative vote of a plurality of the shares entitled to vote and present, either in person or by proxy, at the annual meeting, will be elected as members of the Board.

~~The current term of office of all~~its oversight of the Fund’s ~~directors expires at~~financial statements, the Committee reviews and discusses with both management and the Fund’s independent registered public accounting firm all annual and quarterly financial statements prior to their issuance. During 2009, ~~annual meeting~~management advised the Committee that each set of financial statements reviewed had been prepared in accordance with accounting principles generally accepted in the United States, and ~~upon~~reviewed significant accounting and disclosure issues with the ~~election~~Committee. These reviews included discussions with UHY, the Fund’s independent registered public accounting firm, of matters required to be disclosed pursuant to Statement of Auditing Standards No. 61 (Communication with Audit and ~~qualification of their successors in office. The Board proposes that~~Finance Committees), includi ng the ~~following nominees be elected for a new term of one year and until their respective successors have been duly elected and qualified or until they resign, die, or are removed from office. Each~~quality of the ~~nominees has consented~~Fund’s accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Committee also discussed with UHY matters relating to ~~serve if elected. The~~its independence, including a review of audit and non-audit fees and the written disclosure required by Independence Standards Board ~~knows of no reason why any nominee for director would be unable~~Standard No. 1 (Independence Discussions with Audit Committee).

ANNUAL AND QUARTERLY REPORTS

A copy of the Fund’s ~~2008~~2009 Annual Report to Stockholders and copies of the Fund’s quarterly reports on Form 10-Q are available without charge upon request. Please direct your request to Equus Total Return, Inc., Attention: Investor Relations, ~~P.O. Box 130197,~~Eight Greenway Plaza, Suite 930, Houston, ~~Texas 77219-0197, (713) 529-0900~~TX 77046, or toll-free at ~~(800) 856-0901.~~(866) 821-2606. Copies also may be requested through the Fund’s website atwww.equuscap.com. (Information contained on the Fund’s website is not incorporated into this proxy statement.) Copies are also posted via EDGAR on the SEC’s website at www.sec.gov.

ADDITIONAL INFORMATION

Stockholder Proposals for the ~~2010~~2011 Annual Meeting. Stockholders interested in submitting a proposal for inclusion in the proxy materials for the annual meeting of stockholders in ~~2010~~2011 may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, the Fund’s Secretary must receive

stockholder proposals no later than December ~~2, 2009.~~4, 2010. Proposals should be sent to the Fund, ~~c/o Moore, Clayton Capital Advisors, Inc., 2727 Allen Parkway, 13~~^th ~~Floor,~~at Eight Greenway Plaza, Suite 930, Houston, ~~Texas 77019,~~TX 77046, Attention: President. Submission of a stockholder proposal does not guarantee inclusion in the Fund’s proxy statement or form of proxy because certain SEC rules must be met.

stockholder and the proposed action) not less than 60 nor more than 90 days’ prior to the meeting. However, in the event less than 70 days’ notice or prior public disclosure of the date of the meeting is given to stockholders, such notice to be timely must be received not later than the close of business on the fifth day following the day on which such notice is mailed or such public disclosure was made.

Communications with the Board. Interested parties who wish to communicate directly with the Board, or specified individual directors may do so by writing to the Board or individual directors in care of the ~~Secretary,~~Chairman, Equus Total Return, Inc., ~~2727 Allen Parkway, 13~~^th ~~Floor,~~Eight Greenway Plaza, Suite 930, Houston, ~~Texas 77019.~~TX 77046. At the direction of the Board, all mail received will be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial or obscene items, will be forwarded. Trivial items will be delivered to the directors at the next scheduled Board meeting. Mail addressed to a particular director will be forwarded or delivered to that director. Mail addressed to “Independent Directors,” “Outside Directors” or “Non-Management ~~Directors”~~DirectorsR 21; will be forwarded or delivered to the Chairman of the Committee of Independent Directors. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board. Concerns relating to accounting, internal controls, or auditing matters are handled in accordance with procedures established by the Audit Committee with respect to such matters.

Corporate Governance. The Fund is a Delaware corporation subject to the provisions of the Delaware General Corporation Law (“DGCL”). The Fund’s day-to-day operations and requirements as to the place and time, conduct, and voting, at a meeting of stockholders are governed by the Fund’s certificate of incorporation and by-laws, the provisions of the DGCL, the provisions of the 1940 Act and NYSE rules. The Fund has adopted a code of business conduct and ethics applicable to our Directors, officers (including our principal executive officer, principal financial officer and controller) and employees. Our code of business conduct and ethics meets NYSE listing standard requirements and the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. A copy of our ~~code~~certificate of ~~business conduct and ethics is annexed to this proxy statement. A copy of our certificate of~~

incorporation and by-laws, corporate governance guidelines, and the charters of the Audit, Compensation, and Nominating and Corporate Governance Committees may be obtained by writing to the Secretary, Equus Total Return Inc., ~~2727 Allen Parkway, 13~~^th ~~Floor,~~Eight Greenway Plaza, Suite 930, Houston, ~~Texas 77019.~~TX 77046. Our code of business conduct and ethics, corporate governance guidelines and committee charters are also available by accessing the Fund’s website at www.equuscap.com. (Information contained on the Fund’s website is not incorporated into this proxy statement.) In the event that the Fund amends or waives any provisions of our code of business conduct and ethics applicable to our principal executive officer, principal financial officer or controller, we intend to disclose the same on the Fund’s website atwww.equuscap.com.

Other Matters. On March 29, 2010, Sam P. Douglass and Paula T. Douglass, among other persons, filed an amendment to Schedule 13D stating their intent to solicit proxies from the Fund’s stockholders to elect new directors who, if elected, could potentially replace at least a majority of the Fund’s current directors. On April 5, 2010, Mr. and Mrs. Douglass, among other persons, filed related soliciting material on Schedule 14A. On April 9, 2010, J. Philip Ferguson, Lance T. Funston, John D. White, Charles R. Ofner, Dr. Francis D. Tuggle, John P. Wade, Dr. Charles M. Boyd, Jonathan H. Godshall, Paula T. Douglass, Sam P. Douglass, and certain Douglass family trusts filed a preliminary proxy statement on Schedule 14A. The preliminary proxy st ates the parties intent to seek shareholder approval to elect a slate of nine directors who, if elected, could potentially replace at least a majority of the Fund’s current directors.

Proxy Solicitation Costs. The proxies being solicited hereby are being solicited byGeorgeson, Inc. on behalf of the Board of Directors of the Fund. The cost of soliciting proxies in the enclosed form will be paid by the ~~Fund.~~Fund and is estimated to cost $150,000 . Officers and regular employees of the Fund ~~and MCCA~~ may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile, or electronic means. Copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians to forward to beneficial owners of stock held in the name of such nominees. We will, upon request, reimburse brokerage firms and others for their responsible expenses in forwarding solicitation material to the beneficial owners of stock.

~~ANNEX~~

~~CODE OF BUSINESS CONDUCT AND ETHICS~~

The Board of Directors (the “Board”) of Equus Total Return, Inc. (the “Fund”) has adopted the following Code of Business Conduct and Ethics for members of the Board, officers, and employees of the Fund (this “Code”). This Code is intended to focus the Board, each Director, Officer, and employee on areas of ethical risk, provide guidance to Directors, Officers, and employees to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each Director, Officer, and employee must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for Directors, Officers, and employees. Directors, Officers, and employees are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chair of the Audit Committee, who may consult with legal counsel as appropriate.

~~Directors, Officers, and employees of the Fund should read and comply with this Code in conjunction with the Fund’s Code of Ethics and Insider Trading Policy.~~

~~Conflict of Interest~~

A “conflict of interest” occurs when a Director’s, Officer’s, or employee’s private interest interferes in any way, or appears to interfere, with the interests of the Fund as a whole. Conflicts of interest arise when a Director, Officer, Employee or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a Director, Officer, or employee of the Fund or of Moore, Clayton Capital Advisors, Inc. (“MCCA”), the Fund’s Investment Advisor. Loans or guarantees of obligations may create conflicts of interest. Therefore, the Fund shall not make any personal loans or extensions of credit to nor become contingently liable for any indebtedness of Directors or Officers or any members of their families.

Directors, Officers, and employees must avoid conflicts of interest with the Fund. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Fund must be disclosed immediately to the Chair of the Audit Committee or to the attention of the individual designated in Section II below.

This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which Directors, Officers, and employees must refrain, however, are set out below:

~~Relationship of Fund with third parties~~. Directors, Officers, and employees may not engage in any conduct or activities that are inconsistent with the Fund’s best interests or that disrupt or impair the Fund’s relationship with any person or entity with which the Fund has or proposes to enter into an investment, business or contractual relationship.

~~Compensation from non-Fund sources~~. Directors, Officers, and employees may not accept compensation, in any form, for services performed for the Fund from any source other than the Fund. Notwithstanding, Directors and Officers may accept board fees and non-employee director stock options from portfolio companies, if such fees and options are offered by the portfolio company to all non-employee directors and disclosed to the Fund and its Audit Committee.

~~Gifts~~. Directors, Officers, employees and members of their families may not offer, give or receive gifts from persons or entities who deal with the Fund or its portfolio companies, in those cases where any such gift is being made in order to influence the Directors’ or Officers’ actions as members of the Board and senior management of the Fund or its portfolio companies, or where acceptance of the gifts could create the appearance of a conflict of interest.

~~Insider Trading~~

Officers, Directors, and employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Fund and its portfolio companies should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. Please consult the Fund’s policy on insider trading for additional policies related hereto.

~~Corporate Opportunities~~

Directors, Officers, and employees owe a duty to the Fund to advance its legitimate interests when the opportunity to do so arises. When an opportunity that relates to the Fund’s business has been presented to the Fund, MCCA or their agents, Officers and Directors are prohibited from: (a) taking for themselves personally opportunities that are discovered through the use of the Fund’s property or information, or the Director’s, Officer’s, and employee’s position with the Fund or MCCA; (b) using the Fund’s property, information, or position for personal gain; or (c) personally competing with the Fund, directly or indirectly, for business opportunities. However, if it has been determined that the Fund will not pursue an opportunity presented to the Fund, a Director, Officer, or employee may pursue such opportunity if such involvement is fully disclosed to the Fund and its Audit Committee and does not interfere with the fulfillment of the Director’s, Officer’s, and employee’s responsibility to the Fund.

~~Record Keeping~~

The Fund requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the Fund’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Fund’s transactions and must conform both to applicable legal requirements and to the Fund’s system of internal controls. Periodic and other reports (financial and otherwise) to federal, state, and local government agencies must present a full, fair, accurate, timely, and understandable disclosure of the Fund. Business records and communications should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Fund’s record retention policies.

~~Confidentiality~~

Directors, Officers, and employees must maintain the confidentiality of information entrusted to them by the Fund or its portfolio companies, and any other confidential information about the Fund or its portfolio companies that comes to them, from whatever source, in their capacity as Director, Officer, or employee except when disclosure is authorized or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Fund or its portfolio companies, if disclosed.

~~Protection and Proper Use of Fund Assets~~

Theft, carelessness and waste of assets have a direct impact on the Fund’s profitability. Directors, Officers, and employees shall protect the Fund’s assets and ensure their efficient use. All Fund assets shall be used only for legitimate business purposes, and any suspected incident of fraud or theft should be immediately reported for investigation.

~~Fair Dealing~~

The conduct required by fair dealing requires honesty in fact and the observance of reasonable commercial standards of fair dealing. Directors, Officers, and employees shall deal fairly and honestly with the Fund’s other Directors, Officers, and employees, portfolio companies (including the members of management thereof) vendors and co-investors. No Director, Officer, or employee should do anything that could be interpreted as dishonest or outside reasonable commercial standards of fair dealing. Directors, Officers, and employees should act at all times in good faith, responsibly, with due care, competence and diligence, and without misrepresentation of any material facts.

~~Compliance with Laws, Rules and Regulations~~

~~Directors, Officers, and employees shall comply, and oversee compliance by other Directors, Officers, and employees with all laws, rules and regulations applicable to the Fund.~~

~~Waivers of this Code of Business Conduct and Ethics~~

Changes in or waivers of this Code may be made only by the Board of Directors of the Fund or, in the case of any change in or waiver of this Code for any of the Officers, only by the independent directors on the Board of Directors of the Fund. All changes in or waivers of this Code for Officers will be promptly disclosed as required by law or stock exchange regulations.

~~10.~~

~~Encouraging the Reporting of any Illegal or Unethical Behavior~~

Directors, Officers, and employees should promote ethical behavior and take steps to create a working environment at the Fund and MCCA that: (a) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules, regulations or this Code to appropriate personnel; and (c) fosters the understanding among employees that the Fund and MCCA will not permit retaliation for reports made in good faith.

~~11.~~

~~Failure to Comply; Compliance Procedures~~

A failure by any Director, Officer, or employee to comply with the laws or regulations governing the Fund’s business, this Code or any other Fund policy or requirement may result in disciplinary action, and, if warranted, legal proceedings. Directors, Officers, or employees should communicate any suspected violations of this Code promptly to the Chair of the Audit Committee of the Board. Please call the Fund’s outside general counsel Robert A. Robertson at Dechert LLP at 949-442-6037 for contact information. If you prefer to write, address your concerns to : Chair of the Audit Committee, Moore, Clayton Capital Advisors, Incorporated, c/o Robert A. Robertson, Dechert LLP, 4675 MacArthur Street, Suite 1400, Newport Beach, California 92660. Violations will be investigated by the Audit Committee or by a person or persons designated by the Audit Committee and appropriate action will be taken in the event of any violations of this Code.

~~12.~~

~~Annual Review~~

Annually, each Director, Officer, and employee shall provide written certification that he or she has read and understands this Code and its contents and that he or she has not violated, and is not aware that any other Director, Officer, or employee has violated, this Code.


*EQUUS TOTAL RETURN, INC.* *~~2727 ALLEN PARKWAY~~* *~~13TH FLOOR~~* *EIGHT GREENWAY PLAZA* *SUITE 930* *HOUSTON, TX ~~77019~~* 77046		VOTE BY INTERNET -~~www.proxyvote.com~~ www.proxyvotenow.com
	/ EQS Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the ~~cut-off date or~~ meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
	ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
	If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
	VOTE BY PHONE - ~~1-800-690-6903~~
		1-866-235-8903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the ~~cut-off date or~~ meeting date. Have your proxy card in hand when you call and then follow the instructions.
		VOTE BY MAIL
		Mark, sign and date your proxy card and return it in the postage-paid envelope we have ~~provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~provided.


~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~
~~EQUUS1 KEEP THIS PORTION FOR YOUR RECORDS~~
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.		~~DETACH AND RETURN THIS PORTION ONLY~~

EQUUS TOTAL RETURN, INC.

For

All

Withhold

All

For All

Except

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.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF DIRECTORS.

Vote On Directors

Election of the nine nominees listed below to the Board of Directors:

Nominees:

01)

Fraser Atkinson

06)

Henry W. Hankinson

02)

Alessandro Benedetti

07)

John A. Hardy

03)

Richard F. Bergner

08)

Robert L. Knauss

04)

Kenneth I. Denos

09)

Bertrand des Pallieres

05)

Gregory J. Flanagan

Proposal

For

Against

Abstain

To ratify the selection of UHY. LLP as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

THE BOARD OF DIRECTORS KNOWS OF NO OTHER MATTER TO COME BEFORE THE MEETING. IF ANY OTHER MATTER IS PROPERLY BROUGHT BEFORE THE MEETING WITH RESPECT TO WHICH THE FUND WAS NOT PROVIDED NOTICE ON OR BEFORE March 4, 2010, THE PROXIES WILL HAVE DISCRETION TO VOTE THE PROXY ON SUCH MATTER IN ACCORDANCE WITH THEIR BEST JUDGMENT.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS.

(NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person.)

~~EQUUS TOTAL RETURN, INC.~~

~~For~~

~~Withhold~~

~~For All~~

~~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.~~

~~THE BOARD OF DIRECTORS RECOMMENDS YOU~~

~~VOTE “FOR” THE ELECTION OF DIRECTORS.~~

~~All~~

~~Except~~

~~Vote On Directors~~

~~Election of the nine nominees listed below to~~

~~the Board of Directors:~~

~~Nominees:~~

~~01) Richard F. Bergner~~

~~06) Gregory J. Flanagan~~

~~02) Charles M. Boyd, M.D.~~

~~07) Henry W. Hankinson~~

~~03) Kenneth I. Denos~~

~~08) Robert L. Knauss~~

~~04) Sam P. Douglass~~

~~09) Dr. Francis D. Tuggle~~

~~05) Alan D. Feinsilver~~

THE BOARD OF DIRECTORS KNOWS OF NO OTHER MATTER TO COME BEFORE THE MEETING. IF ANY OTHER MATTER IS PROPERLY BROUGHT BEFORE THE MEETING WITH RESPECT TO WHICH THE FUND WAS NOT PROVIDED NOTICE ON OR BEFORE FEBRUARY 13, 2009, THE PROXIES WILL HAVE DISCRETION TO VOTE THE PROXY ON SUCH MATTER IN ACCORDANCE WITH THEIR BEST JUDGMENT.

~~THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS.~~

(~~NOTE:~~Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person.)

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at ~~www.proxyvote.com.~~

http://www.equuscap.com/investor_reports.htm .

EQUUS TOTAL RETURN, INC.

~~2727 Allen Parkway, 13th Floor,~~

Eight Greenway Plaza, Suite 930, Houston, ~~Texas 77019~~

TX 77046

This Proxy is Solicited by the Board of Directors of Equus Total Return, Inc. (the “Fund”)

for the Annual Meeting of Stockholder on May ~~13, 2009~~

12, 2010

The undersigned hereby constitutes and appoints ~~Gregory J. Flanagan,~~Richard F. Bergner and Robert L. Knauss, each with full power of substitution and revocation, the true and lawful ~~attorney~~attorneys and ~~proxy~~proxies of the undersigned at the Annual Meeting of Stockholders of ~~Equus Total Return, Inc.,~~the Fund to be held on May ~~13, 2009,~~12, 2010, at 9:10:00 a.m. ~~local time,~~EDT, at Goodwin Procter LLP, The ~~2777 Allen Parkway~~New York Times Building, ~~Plaza I Room, Plaza Level, 2777 Allen Parkway, Houston, Texas 77019,~~26th Floor, 620 Eighth Avenue, New York, NY 10018 and any adjournment or postponement thereof (the “Annual Meeting”) and to vote the shares of Common Stock, $.001 par value per share, of the Fund (“Shares”), standing in the name of the undersigned on the books of the Fund on March ~~20, 2009,~~15, 2010, the record date for the Annual Meeting, with all powers the undersigned would possess if personally present at the Annual Meeting.

The undersigned hereby acknowledges previous receipt of the Notice of Internet Availability of Proxy Materials, setting forth information on how to access the Notice of Annual Meeting of Stockholders and the Proxy Statement on the Internet, and hereby revokes any proxy or proxies heretofore given by the undersigned.

If you have not voted via the Internet or by telephone,

please sign, date and return promptly in the enclosed envelope.

Continued and to be signed on the reverse side


~~Name, Address and Age~~	~~Position(s)~~ ~~Held with~~ ~~Fund~~	~~Term of Office~~ ~~and Length of~~ ~~Time Served~~	~~Principal Occupation(s)~~ ~~During Past 5 Years~~	~~Other~~ Directorships* ~~Held by Director~~ ~~or Nominee~~
~~Richard F. Bergner;~~ ~~2727 Allen Parkway,~~ 13^th ~~Floor~~ ~~Houston, Texas 77019~~ ~~Age: 78~~	~~Director~~	~~Term expires 2009;~~ ~~Director since 2005.~~	~~Attorney~~	~~None~~

~~Charles M. Boyd, M.D.~~ ~~2727 Allen Parkway,~~ 13^th ~~Floor~~ ~~Houston, Texas 77019~~ ~~Age: 43~~	~~Director~~	~~Term expires 2009; Director since 2005.~~	Medical Director at The Boyd Gillard Institute since January 2007. Dr. Boyd served as Associate Chief of Staff, Office of Clinical Affairs at the University of Michigan from 2004 to January 2007. He was also an Assistant Professor, Dept. of Dermatology, Div. of Cutaneous Oncology and Dept. of Otolaryngology Head and Neck Surgery, Div. of Facial Plastic Surgery, at the University of Michigan from 1999 to January 2007.	~~None~~

~~Alan D. Feinsilver;~~ ~~2727 Allen Parkway,~~ 13^th ~~Floor~~ ~~Houston, Texas 77019~~ ~~Age: 61~~	~~Director~~	~~Term expires 2009;~~ ~~Director since 2005.~~	Founder and President of The Overbrook Company, a private company with emphasis on real estate and other investments based in Houston, Texas since 1984; Vice President of HGG Investments, Inc., a private investment fund based in Houston, Texas since 1991.	~~None~~

~~Gregory J. Flanagan;~~ ~~2727 Allen Parkway,~~ 13^th ~~Floor~~ ~~Houston, Texas 77019~~ ~~Age: 63~~	~~Chairman of the Board~~	~~Term expires 2009; Director since 1992.~~	~~Chief Operating Officer of Arthur J. Gallagher & Co. – Houston Branch (insurance brokerage) from 2001 to 2008.~~	~~None~~


~~Name, Address and Age~~	~~Position(s)~~ ~~Held with~~ ~~Fund~~	~~Term of Office~~ ~~and Length of~~ ~~Time Served~~	~~Principal Occupation(s)~~ ~~During Past 5 Years~~	~~Other~~ Directorships* ~~Held by Director~~ ~~or Nominee~~
~~Henry W. Hankinson;~~ ~~4355 Cobb Parkway~~ ~~Suite 501 J~~ ~~Atlanta, Georgia 30339~~ ~~Age: 67~~	~~Director~~	~~Term expires 2009;~~ ~~Director since 2005.~~	~~CEO of Global Business Associates, Inc. (consulting) since 2001.~~	~~None~~

~~Robert L. Knauss;~~ ~~P.O. Box 40~~ ~~5580 FM 1697~~ ~~Burton, Texas 77835~~ ~~Age: 78~~	~~Director~~	~~Term expires 2009; Director since 1991; Chairman of the Board since 2007.~~	Chairman of the Board of Philip Services Corp. (industrial services) from 1998 to 2003, and Chairman of the Board and CEO of Baltic International USA, Inc. from 1995 to 2003. During the past twenty years Mr. Knauss has served on the Boards of Directors of eight public companies. Mr. Knauss was the former Dean and Distinguished University Professor of University of Houston Law School and was also Dean of Vanderbilt Law School.	~~The Mexico Fund, Inc. (investment company), XO Holdings, Inc. (telecommunications) and WestPoint International Inc. (home products).~~

~~Dr. Francis D. Tuggle;~~ ~~2727 Allen Parkway, 13~~^th ~~Floor~~ ~~Houston, Texas 77019~~ ~~Age: 66~~	~~Director~~	~~Term expires 2009; Director since 1991.~~	Professor at the George L. Argyros School of Business and Economics at Chapman University since January 2006 and Dean from July 2002 to January 2006. Professor at the Kogod College of Business Administration at American University from July 1999 to June 2002 where he was Dean from July 1990 to June 1996.	~~None~~


~~Name~~	~~Dollar Range of Equity~~ ~~Securities in the Fund~~⁽¹⁾	~~Aggregate Dollar Range of Equity~~ ~~Securities in All Funds Overseen~~ ~~or to be Overseen by Director~~ ~~or Nominee in Family of~~ ~~Investment Companies~~⁽²⁾
~~Independent Directors~~
~~Richard F. Bergner~~	~~None~~	~~None~~
~~Charles M. Boyd, M.D.~~	~~$1-$10,000~~	~~$1-$10,000~~
~~Alan D. Feinsilver~~	~~$10,001-$50,000~~	~~$10,001-$50,000~~
~~Gregory J. Flanagan~~	~~$50,001-$100,000~~	~~$50,001-$100,000~~
~~Henry W. Hankinson~~	~~None~~	~~None~~
~~Robert L. Knauss~~	~~$10,001-$50,000~~	~~$10,001-$50,000~~
~~Dr. Francis D. Tuggle~~	~~$10,001-$50,000~~	~~$10,001-$50,000~~

~~Interested Directors~~
~~Kenneth I. Denos~~	~~Over $100,000~~	~~Over $100,000~~
~~Anthony R. Moore~~	~~Over $100,000~~	~~Over $100,000~~
~~Sam P. Douglass~~	~~Over $100,000~~	~~Over $100,000~~


Name	Fees Earned or Paid in Cash ($)	All Other Compensation ($)	Total ($)
Independent Directors
Richard F. Bergner	51,000	—	51,000
Charles M. Boyd, M.D.	58,000	—	58,000
Alan D. Feinsilver	59,000	—	59,000
Gregory J. Flanagan	61,250	—	61,250
Henry W. Hankinson	52,000	—	52,000
Robert L. Knauss	61,250	—	61,250
Dr. Francis D. Tuggle	50,000	—	50,000

Interested Directors
Anthony R. Moore	—	—	—
Sam P. Douglass	—	—	—
Kenneth I. Denos	—	—	—


Services Provided	2008			2007
Audit fees	$	226,757	⁽¹⁾	$	150,752	⁽²⁾
Audit-related fees		—			—
Tax		—			—
All other		—			—

Total	$	226,757		$	150,752