SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549
                                            
                                -----------

                                 FORM 8-A

            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                   Royce Micro-Cap Trust, Inc.
- -------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Maryland                              13-3739778
- ----------------------------------------       ------------------
(STATE OF INCORPORATION OR ORGANIZATION)       (I.R.S. EMPLOYER 
                                               IDENTIFICATION NO.)

    1414 Avenue of the Americas
         New York, New York                        10019  
- ----------------------------------------      --------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

  If this Form relates to the             If this Form relates to the
  registration of a class of debt         registration of a class of debt
  securities and is effective upon        securities and is to become
  filing pursuant to General              effective simultaneously with the
  Instruction A(c)(1) please check        effectiveness of a concurrent
  the following box.    / /               registration statement under the
                                          Securities Act of 1933 pursuant to
                                          General Instruction A(c)(2) please
                                          check the following 
                                          box.  / /

Securities to be registered pursuant to Section 12(b) of the Act:

   TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH
   TO BE SO REGISTERED             EACH CLASS IS TO BE REGISTERED
   -------------------             ------------------------------

7.75% Cumulative Preferred Stock     American Stock Exchange
        

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

          None.

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The section captioned "Description of Cumulative Preferred Stock" in the
Registrant's preliminary prospectus dated June 20, 1997 forming a part of
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form N-2 (No. 333-28615) is incorporated herein by reference.

ITEM 2.  EXHIBITS.

     (I)  The following exhibits have been filed with the Securities and
Exchange Commission (the "Commission"):

       (1)     Form of Certificate for Common Stock.

       (2)     Portions of the Articles of Incorporation, as amended, of the
               Registrant defining the rights of holders of Common Stock.

       (3)     Form of Certificate for 7.75% Cumulative Preferred Stock (the
               "Cumulative Preferred Stock").

       (4)     Portions of the form of Articles Supplementary defining the
               rights of holders of Cumulative Preferred Stock.

     (II) The following exhibits are to be filed with the American Stock
Exchange only:

       (1)     Registrant's Annual Report to Stockholders for the year ended
               December 31, 1996.

       (2)     Registrant's Semi-Annual Report to Stockholders for the six-
               months ended June 30, 1997.

       (3)     Registrant's Proxy Statement dated May 20, 1996.

       (4)     Articles of Amendment and Restatement to the Articles of
               Incorporation, as amended, of the Registrant.

       (5)     Form of Certificate for Cumulative Preferred Stock.

       (6)     Registrant's Annual Report of Stockholders for the year ended
               December 31, 1996.

- ----------------------------
[FN]
F1   Incorporated by reference to Exhibit (b)(4) to Pre-Effective
     Amendment No. 1 to the Registrant's Registration Statement
     on Form N-2 (File No. 33-68950) filed with the Commission on
     November 17, 1993.

F2   Incorporated by reference to Exhibit (d)(1) to the Registrant's
     Registration Statement on Form N-2 (File No. 333-28615) filed with the
     Commission on June 6, 1997.

F3   Incorporated by reference to Exhibit (d)(2) to Pre-Effective 
     Amendment No. 1 to the Registrant's Registration Statement on 
     Form N-2 (File No. 333-28615) filed with the Commission on 
     June 20, 1997.
[/FN]

                                  SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                   Royce Micro-Cap Trust, Inc.


Date:  June 30, 1997               By  /s/ Daniel A. O'Byrne
                                      --------------------------------
                                       Daniel A. O'Byrne
                                       Vice President