SCHEDULE 14A INFORMATION

Proxy  Statement  Pursuant to Section  14(a)  of  the  Securities
Exchange Act of 1934
(Amendment No.    )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[   ]  Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[  ] Definitive Proxy Statement
[  ] Definitive Additional Materials
[   ]  Soliciting  Material Pursuant to Section 240.14a-11(c)  or
Section 240.14a-12

		  ROYCE MICRO-CAP TRUST, INC.
	(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the  Regi
strant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[  ] Fee  computed  on table below per Exchange  Act  Rules  14a-
     6(i)(4) and 0-11.

     1)  Title  of  each class of securities to which transaction
     applies:

     2)  Aggregate  number  of securities  to  which  transaction
     applies:

     3)  Per  unit price or other underlying value of transaction
     computed pursuant to Exchange Act Rule 0-11 (Set forth the 
     amount on which the filing fee is calculated and state how it   
     was determined):

     4) Proposed maximum aggregate value of transaction:

     5) Total fee paid:

[  ] Fee paid previously with preliminary materials.
[  ] Check  box  if any part of the fee is offset as provided  by
     Exchange  Act  Rule 0-11(a)(2) and identify the  filing  for
     which the offsetting fee was paid previously.  Identify  the
     previous  filing by registration statement  number,  or  the
     Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

     2) Form, Schedule or Registration Statement No.:

     3) Filing Party:

     4) Date filed:




		   PRELIMINARY PROXY MATERIAL

	    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
		  ROYCE MICRO-CAP TRUST, INC.

To the Stockholders of
ROYCE MICRO-CAP TRUST, INC.

       NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting   of
Stockholders of ROYCE MICRO-CAP TRUST, INC. (the "Fund") will  be
held at the offices of the Fund, 1414 Avenue of the Americas, New
York,  New  York, on April 29, 1997 at 1:30 p.m. (E.T.)  for  the
following purposes:

     1.   To elect a board of five directors.

     2.   To  approve  a  change in the Fund's  fundamental
	  investment policies to permit the Fund to invest in the
	  restricted shares of registered money market funds.

     3.   To  ratify  the selection of Ernst & Young LLP as independent 
	  public accountants of the Fund for the year ending December 
	  31, 1997.

     4.   To transact such other business as may come before
	  the meeting or any adjournment thereof.

      The  Board of Directors has fixed the close of business  on
March  13, 1997 as the record date for the determination of those
stockholders entitled to vote at the meeting, and only holders of
record  at the close of business on that day will be entitled  to
vote.

      The Fund's Annual Report to Stockholders for the year ended
December  31,  1996  was previously mailed to  stockholders,  and
copies  of  it  are  available upon request, without  charge,  by
writing to the Fund at 1414 Avenue of the Americas, New York, New
York 10019 or calling toll free at 1-800-221-4268.

			   IMPORTANT

       To   save  the  Fund  the  expense  of  additional   proxy
solicitation,  if  you do not now expect to  be  present  at  the
meeting,  please insert your instructions on the enclosed  Proxy,
date  and  sign it and return it in the enclosed envelope  (which
requires  no postage if mailed in the United States).  The  Proxy
is  solicited  on behalf of the Board of Directors, is  revocable
and  will  not affect your right to vote in person in  the  event
that you attend the meeting.

			      By order of the Board of Directors,

			      John E. Denneen
			      Secretary
_________, 1997



		 ANNUAL MEETING OF STOCKHOLDERS
			       OF
		  ROYCE MICRO-CAP TRUST, INC.
		  1414 Avenue of the Americas
		    New York, New York 10019

		   Tuesday, April 29, 1997


		 _____________________________
			PROXY STATEMENT
		 _____________________________


      Accompanying  this Proxy Statement is a  Notice  of  Annual
Meeting  of  Stockholders and a form of  Proxy  for  the  meeting
solicited  on  behalf of the directors of Royce Micro-Cap  Trust,
Inc. (the "Fund").

      The Proxy may be revoked at any time before it is exercised
by written instructions to the Fund or by filing a new Proxy with
a  later date, and any stockholder attending the meeting may vote
in person, whether or not he or she has previously filed a Proxy.
The  shares represented by all properly executed Proxies received
in  time for the meeting will be voted.  Where a stockholder  has
specified a choice on the Proxy with respect to Proposals 2 and 3
in  the Notice of Annual Meeting, his or her shares will be voted
accordingly.   If  no  directions are  given,  the  stockholder's
shares  will  be  voted  in  favor  of  these  Proposal.   Unless
authority  to vote for all nominees or for an individual  nominee
pursuant  to Proposal 1 is specifically withheld, the Proxy  will
be  voted for the election of all of the persons nominated by the
Board  of  Directors to become directors.  The cost of soliciting
proxies will be borne by the Fund, which will reimburse brokerage
firms, custodians, nominees and fiduciaries for their expenses in
forwarding proxy material to the beneficial owners of the  Fund's
shares.   Some  officers and employees of the Fund  and/or  Quest
Advisory  Corp.  ("Quest"), the Fund's  investment  adviser,  may
solicit Proxies personally and by telephone, if deemed desirable.
The  Fund  may  engage the services of a professional  solicitor,
such  as  Shareholder  Communications Corporation,  for  help  in
securing shareholder representation at the meeting.

      On  March 13, 1997, the record date for the meeting,  there
were  12,153,511 shares of Common Stock of the Fund  outstanding.
The  stockholders entitled to vote are those of  record  on  that
date.   Each  share  is  entitled to one vote  on  each  item  of
business at the meeting.  Stockholders vote at the Annual Meeting
by casting ballots (in person or by proxy) which are tabulated by
one  or  two persons, appointed by the Board of Directors  before
the  meeting, who serve as Inspectors and Judges of  Election  at
the  meeting and who have executed an Inspectors and Judges Oath.
Neither  abstentions  nor broker non-votes  are  counted  in  the
tabulation of such votes.



      The  following  persons  were  known  to  the  Fund  to  be
beneficial  owners  or owners of record of  5%  or  more  of  its
outstanding shares of Common Stock as of the record date:



			    Amount and Nature                  Percentage
Name and Address of Owner   of Ownership                       of Class

Charles M. Royce             ____  shares-Beneficial              __%
1414 Avenue of the Americas        (sole voting and investment
New York, NY 10019                 power)


Depository Trust Company     ____  shares-Record                  __%
Cede & Co.
P.O. Box 20 Bowling Green Station
New York, NY 10274




	     1. ELECTION OF DIRECTORS (Proposal 1)

     At the meeting, it is proposed to elect five directors, each
director  to  hold  office  until  the  next  Annual  Meeting  of
Stockholders and until his successor shall have been elected  and
qualifies.   The  Fund's  Board of Directors  has  nominated  the
following  five persons, each of whom has served  as  a  director
since  September 1993, to become directors of the Fund.   Certain
information  concerning them is set forth below.  Each  of  these
persons has agreed to serve if elected, and the Fund's management
has no reason to believe that any of them will be unavailable for
election as a director.  However, if any of them become unwilling
or unable to serve, the persons named in the accompanying form of
Proxy  will vote for the election of such other persons, if  any,
as the Board of Directors may nominate.

						 Positions With
     Name                          Age           The Fund

     Charles M. Royce   ......     57            Director, President
						 and Treasurer
     Thomas R. Ebright  ......     52            Director
     Richard M. Galkin  ......     58            Director
     Stephen L. Isaacs  ......     57            Director
     David L. Meister   ......     57            Director

     A total of five meetings of the Board of Directors were held



during  the  year  ended  December 31, 1996,  and  each  director
attended 75% or more of the meetings.

      The Board of Directors has an Audit Committee, comprised of
Richard M. Galkin, Stephen L. Isaacs and David L. Meister,  which
is  responsible for recommending the selection and nomination  of
the  independent  auditors of the Fund and for  conducting  post-
audit  reviews  of  the  Fund's  financial  condition  with   the
auditors.  The Audit Committee held two meetings during the  year
ended  December 31, 1996, and each member of the Audit  Committee
attended  both of the meetings.  The Board of Directors does  not
have any other standing committees.

      There are no family relationships between any of the Fund's
directors and officers.

      As  of  the  record date, the Fund's directors beneficially
owned the following shares of its Common Stock:

     Name of Director                    Amount         Percentage of Class

     Charles M. Royce    ............    ____  shares         __%
     Thomas R. Ebright   ............    None                 N/A
     Richard M. Galkin   ............    None                 N/A
     Stephen L. Isaacs   ............    None                 N/A
     David L. Meister    ............    None                 N/A

     Mr. Royce has sole voting power and sole investment power as
to  the shares beneficially owned by him.  As of the record date,
all  directors  and officers of the Fund as a group  (9  persons)
beneficially  owned ________ shares of the Fund's  Common  Stock,
constituting __% of the class.

      During the year ended December 31, 1996, W. Whitney George,
a  Vice President of Quest and of the Fund, and failed to file on
a  timely  basis  one  report required by Section  16(a)  of  the
Securities Exchange Act of 1934.


Business Experience

      Set  forth below is certain information as to the principal
business experience of the Fund's directors during the past  five
years.

      Charles M. Royce is the President, Secretary, Treasurer and
sole   director  and  sole  voting  shareholder  of  Quest,   the
investment  adviser  to  the Fund.   He  has  served  as  Quest's
President  and Treasurer for more than 24 years.  Mr. Royce  also
manages  three  private  investment  partnerships  through  Quest
Management  Company ("QMC"), a registered investment adviser,  of
which he is the managing general partner.



      Thomas  R. Ebright has been a Vice President of  Quest  for
more  than  15  years.  He has also been President, Treasurer,  a
director   and   principal  shareholder  of  Royce,   Ebright   &
Associates, Inc., the investment adviser to a series of The Royce
Fund,  since June 1994.  He was a general partner of QMC and  its
predecessor  until June 1994.  Mr. Ebright is also a director  of
Atlantic  Pro  Sports, Inc. and of the Strasburg  Rail  Road  Co.
since  March  1993 and was the President and principal  owner  of
Baltimore Professional Hockey, Inc. until May 1993.

     Richard M. Galkin is a private investor and the President of
Richard    M.   Galkin   Associates,   Inc.,   telecommunications
consultants.

      Stephen  L. Isaacs is an attorney, President of The  Center
for  Health and Social Policy since September 1996 and  President
of  Stephen L. Isaacs Associates, consultants.  He was a Director
of the Columbia University Development Law and Policy Program and
a Professor at Columbia University until August 1996.

      David  L.  Meister  is a consultant in  the  communications
industry.   He  was an executive officer of Digital  Planet  Inc.
from April 1991 to December 1992.

      Mr.  Royce  is also President and Treasurer of Royce  Value
Trust,  Inc.  ("RVT"), Royce Global Trust, Inc. ("RGT")  and  The
Royce  Fund  ("TRF"), registered management investment companies.
Messrs.  Royce,  Ebright, Galkin, Isaacs  and  Meister  are  also
directors/trustees  of  RVT and TRF, and Messrs.  Royce,  Galkin,
Isaacs  and  Meister are also directors of RGT.  Mr.  Ebright  is
also  a Vice President of TRF and a Vice President and Treasurer,
and  Mr.  Royce  is  also the sole shareholder and  director  and
Secretary, of Quest Distributors, Inc., the distributor of  TRF's
shares.

      Messrs. Royce and Ebright are "interested persons"  of  the
Fund  within the meaning of Section 2(a)(19) under the Investment
Company Act of 1940.

      In addition to Mr. Royce, three Vice Presidents of the Fund
are also officers of Quest.


Remuneration of Directors and Officers

     Set forth below is the compensation paid by the Fund and the
three  other registered investment companies comprising The Royce
Funds to each director for the year ended December 31, 1996.

				    Aggregate           Total Compensation
				    Compensation From   From the Fund and
     Director                       the Fund            Other Royce Funds

     Charles M. Royce  .........      $ 0                      $ 0
     Thomas R. Ebright .........        0                        0
     Richard M. Galkin .........       7,500                  64,000
     Stephen L. Isaacs .........       7,500                  64,000
     David L. Meister  .........       7,500                  64,000



      Each of the Fund's non-affiliated directors receives a base
fee of $5,000 per year plus $500 for each meeting of the Board of
Directors   attended.    No  director  of   the   Fund   received
remuneration  for  services  as a director  for  the  year  ended
December  31,  1996 in addition to or in lieu  of  this  standard
arrangement.


Vote Required

     A quorum consists of stockholders representing a majority of
the  outstanding  shares of the Fund's Common Stock  entitled  to
vote  who  are present in person or by proxy, and a plurality  of
all  of  the votes cast at a meeting at which a quorum is present
is sufficient to elect a director.

The Board of Directors recommends a vote FOR all nominees.

	       2. APPROVAL OF CHANGE IN FUNDAMENTAL POLICIES TO
	       PERMIT THE FUND TO INVEST IN RESTRICTED SHARES
	       OF REGISTERED MONEY MARKET FUNDS (proposal 2)

      The Fund currently has the following fundamental investment
policy, which may not be changed without the affirmative vote  of
the  holders  of  a  majority  of the Fund's  outstanding  voting
securities:

     "The Fund may not invest in restricted securities."

     It is proposed to change this policy to read in its entirety
as follows:

		"The Fund may not invest in restricted securities
	  unless such securities are redeemable shares issued  by
	  money  market  funds  registered under  the  Investment
	  Company Act of 1940."

Reasons for Proposed Change

      The Fund's current investment policies allow it to lend  up
to  25% of its portfolio securities and other assets to qualified
institutional  investors for the purpose of realizing  additional
income.   Such  loans must be fully collateralized by  securities
issued  or  guaranteed by the U.S. Government or its agencies  or
instrumentalities or by cash.  When the collateral is cash,   the
Fund is responsible for investing such cash collateral.

     The Fund has recently been offered the opportunity to invest
such  cash  collateral in a money market fund  sponsored  by  its
custodian  bank.   Although the money market fund  is  registered
under  the Investment Company Act of 1940, its shares are offered
for  sale  only  in   private placement transactions  to  certain
institutional  investors such as the Fund.  Its  shares  are  not
registered  under  the  Securities Act of  1933  and,  therefore,
constitute restricted securities.



      Allowing the Fund to invest in the shares of such  a  money
market fund will enable the Fund to realize more income from  its
securities lending transactions.

Vote Required

      The  vote required for approval of Proposal 2 is a majority
of  the Fund's outstanding voting securities, which is the lesser
of  (i) 67% of the shares of Common Stock of the Fund present  or
represented at the meeting (assuming that more than  50%  of  the
shares  are present or represented) or (ii) more than 50% of  the
outstanding shares of Common Stock of the Fund.

The Board of Directors recommends a vote FOR Proposal 2.


		      3. RATIFICATION OF
    SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 3)

     At the meeting, the stockholders will be asked to ratify the
selection by the Board of Directors, including a majority of  the
directors  who  are not "interested persons"  (as  such  term  is
defined in the Investment Company Act of 1940), of Ernst &  Young
LLP,  independent auditors, to serve as the Fund's  auditors  for
the year ending December 31, 1997.

     Ernst & Young LLP has informed the Fund that neither Ernst &
Young  LLP  nor  any of its partners has any direct  or  indirect
financial interest in the Fund except as auditors and independent
public  accountants.   Ernst & Young LLP  served  as  the  Fund's
independent  public accountants for the year ended  December  31,
1996.   Representatives of Ernst & Young LLP are not expected  to
be  present at the meeting, but have been given an opportunity to
make  a statement if they so desire, and will be available should
any matter arise requiring their participation.


Vote Required

      Ratification of the selection of Ernst & Young LLP  as  the
independent   public  accountants  of  the  Fund   requires   the
affirmative  vote  of  a  majority of the outstanding  shares  of
Common  Stock of the Fund present or represented at  the  meeting
(assuming  that  more  than  50% of the  shares  are  present  or
represented).

     The Board of Directors recommends a vote FOR Proposal 3.


			4. OTHER BUSINESS

      Management  knows of no business to be brought  before  the
meeting  other  than Proposals 1, 2 and 3 in the  Notice  of  the



Annual Meeting.  If other matters do come before the meeting,  it
is  intended that the shares represented by Proxies will be voted
in  accordance  with  the  judgment  of  the  person  or  persons
exercising at the meeting the authority conferred by the Proxies.



		     ADDITIONAL INFORMATION

      Quest  Advisory  Corp., the Fund's investment  adviser,  is
located at 1414 Avenue of the Americas, New York, New York 10019.

      Mitchell  Hutchins Asset Management Inc., located  at  1285
Avenue  of the Americas, New York, New York 10019, serves as  the
Fund's Administrator.



		     STOCKHOLDER PROPOSALS

      Proposals of stockholders intended to be presented  at  the
Fund's  1998  Annual Meeting of Stockholders must be received  by
the  Fund  by  ________, 1998, for inclusion in the Fund's  Proxy
Statement and form of Proxy relating to that meeting.



  PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
	       ACCOMPANYING POSTAGE-PAID ENVELOPE




PROXY                 ROYCE MICRO-CAP TRUST, INC.             PROXY
		      1414 Avenue of the Americas
			  New York, NY 10019

This Proxy Is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Charles M. Royce and John E. Denneen, or
either of them, acting in absence of the other, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent
and to vote, as designated on the reverse, all shares of the Fund held of
record by the undersigned on March 13, 1997, at the Annual Meeting of
Stockholders to be held on April 29, 1997, or at any adjournment thereof.

This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1, 2 and 3.

PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

Please sign exactly as your name(s) appear(s) on reverse. When shares are
held by joint tenants, both should sign.  When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.

HAS YOUR ADDRESS CHANGED?               DO YOU HAVE ANY COMMENTS?



  PLEASE MARK VOTES
X AS IN THIS EXAMPLE

ROYCE MICRO-CAP TRUST, INC.                           






Please be sure to sign and date this Proxy.        Date 


Stockholder sign here             Co-owner sign here 


1. ELECTION OF DIRECTORS
(Page 2)                                      With-  For All
					For   hold   Except 
				
Charles M. Royce, Thomas R. Ebright,
Richard M. Galkin, Stephen L. Isaacs,
and David L. Meister 

If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the nominee's
name. Your shares will be voted for the remaining nominees.

					For  Against Abstain
2. PROPOSAL TO APPROVE A CHANGE IN THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES.
(Page 4)

3. PROPOSAL TO RATIFY THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
(Page 5)

4. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.



Mark box at right if an address change or comment has been noted
on the reverse side of this card.


RECORD DATE SHARES:



Royce Micro-Cap Trust, Inc.

					  1414 Avenue of the Americas
					  New York, NY 10019
					  (212) 355-7311


				   March 3, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


	       Re:  Royce Micro-Cap Trust, Inc.
		    File No. 811-8030
		    CIK No. 000912147

Ladies and Gentlemen:

      Enclosed  herewith for filing pursuant to Rule 14a-6  under
the  Securities Exchange Act of 1934, as amended, are the  Notice
of  Meeting  and Preliminary Proxy Statement (including  exhibit)
and  form of proxy, to be sent to stockholders of Royce Micro-Cap
Trust,  Inc.  (the "Fund") in connection with the  Fund's  Annual
Meeting scheduled to be held on April 23, 1997.

     The Proxy Statement covers the election of directors and the
appointment of auditors. It also seeks stockholder approval of  a
change   in   the  Fund's  stated  investment  policy  concerning
restricted securities.

      The Fund expects to mail its definitive proxy materials  to
stockholders  promptly after the March 13, 1997 record  date  for
the Meeting.

      If  you have any questions or comments with respect to  the
enclosed materials, please contact John E. Denneen at (212)  508-
4578.


				   Sincerely,


				   S/JOHN E. DENNEEN
				   John E. Denneen
				   Secretary