Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On June 12, 2009, Equus Total Return, Inc. (the "Fund") and its Board of Directors ("Board") issued a press release announcing that the Board has appointed Gregory J. Flanagan, the Fund's current Independent Chairman, as its President and Chief Executive Officer effective July 1, 2009. He will continue to serve as Chairman of the Board. He will replace Kenneth I. Denos, who currently serves as the President and Chief Executive Officer. Mr. Denos will remain on the Board.

The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

(c) Mr. Flanagan, age 63, has been a member of the Board since 1992. He was Chief Executive Officer of Arthur J. Gallagher & Co. - Houston Branch (an insurance brokerage firm) from 2001 to 2008. Arthur J. Gallagher & Co. is not affiliated with the Fund.

Item 8.01. Other Events.

On June 12, 2009, Equus Total Return, Inc. (the "Fund") and its Board of Directors ("Board") issued a press release announcing their plans to "internalize" Fund management. Beginning on or about July 1, 2009, the Board will oversee the Fund's business operations. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.