In this paper, three-phase power equalizing system (PES) with UPS function is proposed. This system is based on NiMH battery with battery management system. The power conversion circuit is composed with the three-phase converter/inverter, the bi-directional converter, and the thyristor switches. The three-phase converter/inverter provides the power to the grid or get the power from the grid. Also, it operates as a UPS. The bi-directional converter charges or discharges the battery. The thyristor switches are used for connecting/disconnecting with the grid and the load. A 15 kW prototype is implemented for the verifying the performance of the proposed system.