SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No. 1)*

Equus Total Return, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

294766100

(CUSIP Number)

October 1, 2009

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o          Rule 13d-1(b)

x      Rule 13d-1(c)

o          Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 10)

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott Associates, L.P.

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

0

0

0

0

0%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

1.        NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International, L.P.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

0

0

0

0%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

1.        NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International Capital Advisors Inc.

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

0

0

0

0

0

0%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

This statement is filed with respect to the common stock (the “Common Stock”) of Equus Total Return, Inc. (the “Issuer”) beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiary, Manchester Securities Corp. (“Elliott Associates”) and Elliott International, L.P. (“Elliott International”) as of October 1, 2009, and amends and supplements the Schedule 13G originally filed on August 7, 2009. Except as set forth herein, the Schedule 13G is unmodified

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Elliott Associates does not beneficially own any shares of Common Stock.

Elliott International does not beneficially own any shares of Common Stock.

Not Applicable.

(i) Sole power to vote or to direct the vote

No Applicable.

(ii) Shared power to vote or to direct the vote

Not Applicable.

(iii) Sole power to dispose or to direct the disposition of

Not Applicable.

(iv) Shared power to dispose or to direct the disposition of

Not Applicable.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: October 1, 2009

 

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Equus Total Return, Inc. dated October 1, 2009, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: October 1, 2009