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:
[  ] Preliminary Proxy Statement
[  ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] 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 Registrant)

Payment of Filing Fee (Check the appropriate box):

[  ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2)
      or Item 22(a)(2) of Schedule 14A..

[  ]  $500 per each party to the controversy pursuant to Exchange Act Rule
      14a-6(i)(3).

[  ]  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:

[X]   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:
                                                                 
                   ROYCE MICRO-CAP TRUST, INC.
                  1414 Avenue of the Americas 
                    New York, New York 10019
                         1-800-221-4268




   
November 2, 1995
    

Dear ROYCE MICRO-CAP TRUST Stockholder:

     Attached is a proxy statement describing the items to be voted on at a
Special Meeting of Stockholders.  The items include changes in the Fund's
stated investment policies to permit the Fund to issue senior securities and
to lend its portfolio securities. 

     Your vote is very important!  If the Fund does not receive a sufficient
number of votes prior to the meeting date, it will have additional expenses
for proxy solicitation and the meeting may have to be postponed.  Please
complete, sign and mail your proxy card as soon as possible.

     The Fund has retained an outside firm that specializes in proxy
solicitation to assist it with any necessary follow-up.  If the Fund has not
received your vote as the meeting date approaches, you may receive a
telephone call from Shareholder Communications Corporation to ask for your
vote.  We hope that their telephone call does not inconvenience you.

Sincerely,



CHARLES M. ROYCE
President



     P.S. If you have any questions regarding the proxy material, please call
Investor Information at 1-800-221-4268.





                   ROYCE MICRO-CAP TRUST, INC.

            NOTICE OF SPECIAL MEETING OF STOCKHOLDERS


To the Stockholders of
ROYCE MICRO-CAP TRUST, INC.
   
     NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of ROYCE
MICRO-CAP TRUST, INC. (the "Fund") will be held at the office of the Fund,
1414 Avenue of the Americas (10th floor), New York New York, on Tuesday,
November 28, 1995 at 2:00 p.m. (E.T.), for the following purposes:
    
     1.   To approve a change in the fundamental policies of the Fund
concerning the issuance of senior securities and the borrowing of money.

     2.   To approve a change in the Fund's fundamental policy concerning
loans to permit lending of its portfolio securities.

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

   
     The Board of Directors has fixed the close of business on October 31,
1995 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,
1994 and its Semi-Annual Report to Stockholders for the six months ended June
30, 1995 were previously mailed to stockholders, and copies of them 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
in 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
enclosed 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.

                                             Susan I. Grant,
                                             Secretary

   
November 2, 1995
    

                 SPECIAL MEETING OF STOCKHOLDERS
                                
                               OF
                                
                   ROYCE MICRO-CAP TRUST, INC.
                   1414 Avenue of the Americas
                    New York, New York  10019
   
                   Tuesday, November 28, 1995
                                                 

                         PROXY STATEMENT
                                             


     Accompanying this Proxy Statement is a Notice of Special Meeting of
Stockholders and a form of Proxy for such meeting solicited on behalf of the
Board of 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 1
and 2 in the Notice of Special Meeting, his or her shares will be voted
accordingly.  If no directions are given, the stockholder's shares will be
voted in favor of such Proposals.  The cost of soliciting Proxies will be
borne by the Fund, which will reimburse brokerage firms, custodians, nominees
and fiduciaries for their expense in forwarding the 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. In
addition, the Fund has engaged Shareholder Communications Corporation to
solicit Proxies on its behalf at a cost to the Fund of $5,000 plus
out-of-pocket expense.

   
     On October 31, 1995, the record date for the meeting, there were
10,866,317 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.
    
     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. Stockholders vote at the Special 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.   Abstentions and broker non-votes are counted in
determining the presence of a quorum and have the effect of an "Against"
vote.

     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:

     Name and Address         Amount and Nature        Percentage  
        of Owner                 of Ownership            of Class
   
Charles M. Royce.....................596,201 shares--Beneficial    5.5%
  1414 Avenue of the Americas (sole voting and 
  New York, NY  10019         investment power)

Depository Trust Company........10,053,979 shares--Record  92.5%
  Cede & Co.
  P.O. Box 20 Bowling Green Station
  New York, NY  10274
    

   
Depository Trust Company holds securities deposited with it by financial
institutions such as banks and brokerage firms. Four of those financial
institutions held 5% or more of the Fund's outstanding shares of Common Stock
as of the record date, as follows: Alex.  Brown & Sons, Inc. -- 2,033,446
shares; Charles Schwab & Co. Inc. -- 615,344 shares; A.G. Edwards & Sons Inc.
- -- 1,589,977 shares; and PaineWebber Incorporated -- 1,124,083 shares.
    

  1.  CHANGE IN FUNDAMENTAL POLICIES CONCERNING THE ISSUANCE OF
      SENIOR SECURITIES AND THE BORROWING OF MONEY (Proposal 1)

     The Fund currently has the following fundamental policies concerning its
issuance of senior securities and borrowing of money:

     "The Fund may not (1) [i]ssue any senior securities [or] (4)[b]orrow
money, except for a privately arranged loan for temporary purposes in an
amount not exceeding 5% of its total assets and except to finance share
repurchase transactions in an amount not exceeding 10% of its total assets."

     Such fundamental policies may not be changed without the affirmative vote
of the holders of a majority of the Fund's outstanding Common Stock.

     It is proposed to change such fundamental policies to read in their
entirety as follows:
   
          "The Fund may not borrow money or issue any senior
          securities, except for (i) borrowings and/or senior securities
          representing indebtedness having an asset coverage of at
          least 300% immediately after such borrowing and/or issuance
          and (ii) preferred stock having an asset coverage of at least
          200% immediately after such issuance."
    

Reasons for Proposed Change

     The proposed change in the Fund's fundamental policies concerning the
issuance of senior securities and the borrowing of money, and the Fund's
existing ability to sell shares of its Common Stock pursuant to rights
offerings to its stockholders at prices below the then current net asset
value of such shares, are designed to enable the Fund to raise additional
cash for investments through a variety of techniques.

     In the case of senior securities representing indebtedness, stockholder
approval of the proposed change would enable the Fund's Board of Directors to
cause the Fund to issue and sell bonds, debentures, notes or similar
obligations constituting securities and evidencing indebtedness of the Fund. 
Such indebtedness could be convertible into shares of the Common Stock or
preferred stock of the Fund at any time during its term and would have such
interest rates, maturities and other terms and conditions as may be fixed by
the Board of Directors prior to their issuance.

     In the case of other senior securities, such securities would consist of
shares of the preferred stock of the Fund, which the Fund's Articles of
Incorporation give it the corporate authority to issue.  Such preferred stock
would have such voting powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as may be fixed by the Fund's Board of Directors when
authorizing the issuance and sale of such shares, and could be convertible
into shares of the Fund's Common Stock at any time such preferred stock is
outstanding.  Under the Investment Company Act of 1940 (the "1940 Act"),
except as set forth below under the caption "Investment Company Act of
1940--Restrictions on Issuance of Senior Securities" or as otherwise required
by law, such preferred stock would have to be voting stock and have equal
voting rights with every other outstanding voting security of the Fund,
including its Common Stock.

     The staff of the Securities and Exchange Commission ("S.E.C.") has taken
the position that the 1940 Act prohibits a registered closed-end investment
company from issuing a convertible security the conversion feature of which
predominates among such security's investment characteristics.  Accordingly,
the Fund's Board of Directors will consider such position in connection with
its authorizing the issuance and sale of any convertible security by the
Fund, and the staff will be given an opportunity to review the attributes of
any proposed convertible security before it is issued and sold by the Fund.

     No further stockholder approval is required or will be sought for any
issuance or sale of any senior securities.

Investment Company Act of 1940--Restrictions on Issuance of Senior Securities

     The 1940 Act permits a registered closed-end investment company such as
the Fund to issue senior securities, and to sell senior securities of which
it is the issuer, under certain circumstances.


     If such class of senior securities represents an indebtedness, then the
following requirements must be met:

     (a) it must have an asset coverage (meaning the ratio which the value of
the total assets of such company, less all liabilities and indebtedness not
represented by "senior securities" (as defined), bears to the aggregate
amount of senior securities representing indebtedness of such company) of at
least 300% immediately after such issuance or sale;

     (b) provision must be made to prohibit the declaration of any dividend
(other than a stock dividend) or the declaration of any other distribution
upon any class of the capital stock of the company, or the purchase of any
such capital stock, unless, in every such case, such class of senior
securities has at the time of the declaration of any such dividend or
distribution or at the time of any such purchase, an asset coverage of at
least 300% after deducting the amount of such dividend, distribution or
purchase price (except that dividends may be declared upon any preferred
stock if, after deducting the amount of such dividend, the senior security
has an asset coverage of at least 200%); and

   
     (c) provision must be made either that:

(i) if on the last business day of each of twelve consecutive calendar months
such class of senior securities shall have an asset coverage of less than
100%, the holders of such securities voting as a class shall be entitled to
elect at least a majority of the members of the board of directors of the
company, such voting right to continue until such class of senior security
shall have an asset coverage of at least 110% on the last business day of
three consecutive calendar months, or
    

   
(ii) if on the last business day of each of twenty-four consecutive calendar
months such class of senior securities shall have an asset coverage of less
than 100%, an event of default shall be deemed to have occurred.
    
     If such class of senior securities is a stock, then the following
requirements must be met:

     (a) it must have an asset coverage (meaning the ratio which the value of
the total assets of such company, less all liabilities and indebtedness not
represented by "senior securities" (as defined), bears to the aggregate
amount of senior securities representing indebtedness of such company plus
the aggregate of the involuntary liquidation preference of the preferred
stock of such company) of at least 200% immediately after such issuance or
sale;

     (b) provision must be made to prohibit the declaration of any dividend
(other than a dividend payable in common stock) or the declaration of any
other distribution upon the common stock of the company, or the purchase of
any such common stock, unless, in every such case, such class of senior
securities has at the time of the declaration of any such dividend or
distribution or at the time of any such purchase, an asset coverage of at
least 200% after deducting the amount of such dividend, distribution or
purchase price;

     (c) provision must be made to entitle the holders of such senior
securities, voting as a class, to elect at least two directors at all times,
and, subject to the prior rights, if any, of the holders of any other class
of senior securities outstanding, to elect a majority of the directors if at
any time dividends on such class of securities shall be unpaid in an amount
equal to two full years' dividends on such securities, and to continue to be
so represented until all dividends in arrears are paid or otherwise provided
for; 

     (d) provision must be made requiring approval by the vote of a majority
of such securities, voting as a class, of any plan of reorganization
adversely affecting such securities; of any action to change the
classification of such company from a diversified to a non-diversified
company; or of any action to borrow money, issue senior securities,
underwrite securities of other persons, purchase or sell real estate or
commodities or make loans to other persons (all other than as authorized in
such company's registration statement under the 1940 Act), deviate from
investment or other fundamental policies or change the nature of the business
of such company so as to cease to be an investment company; and

     (e) such class of stock must have complete priority over any other class
as to distribution of assets and payment of dividends, which dividends must
be cumulative.

     The 1940 Act limits a registered closed-end investment company such as
the Fund to one class of senior security representing indebtedness and to one
class of senior security which is a stock, except that (i) any such class of
indebtedness or stock may be issued in one or more series so long as no such
series has a preference or priority over any other series upon the
distribution of the assets of such company or in respect of the payment of
interest or dividends and (ii) promissory notes or other evidences of
indebtedness issued in consideration of any loan, extension, or renewal
thereof, made by a bank or other person and privately arranged, and not
intended to be publicly distributed, are not deemed to be a separate class of
senior securities representing indebtedness and are not required to have any
provisions made concerning dividends, other distributions, stock purchases or
asset coverage.  In addition, as used herein, the term "senior security
representing indebtedness" does not include any such promissory note or other
evidence of indebtedness in any case where such a loan is for temporary
purposes only and in an amount not exceeding 5% of the value of the total
assets of the issuer at the time when the loan is made, so that such
temporary borrowings would still be permitted under the proposed fundamental
policy concerning senior securities.

     The 1940 Act does not prohibit or otherwise limit the ability of a
registered closed- end investment company such as the Fund to secure the
payment of its indebtedness by mortgaging, pledging or hypothecating its
assets, and the proposed fundamental policy does not contain any limitation
thereon.

   
     As of September 30, 1995, the Fund had total assets of $103,991,652 and
total liabilities of $3,101,762 and had not borrowed any money.  Accordingly,
as of such date, if it had been authorized to do so, the Fund could have
issued and sold senior securities representing indebtedness of up to
$50,444,945 or preferred stock having an involuntary liquidation preference
of up to $100,889,890 or various combinations of lesser amounts of both
senior securities representing indebtedness and preferred stock having an
involuntary liquidation preference.
    
Leverage and Dilution

     The issuance and sale of senior securities by the Fund is a speculative
investment technique that creates an opportunity for greater total return,
but, at the same time, involves special risk considerations that may not be
associated with other open- or closed-end funds having a similar investment
objective and policies.  Since substantially all of the Fund's assets
fluctuate in value, whereas the interest obligations and dividend
requirements resulting from the issuance and sale of senior securities
representing indebtedness and of preferred stock will generally be fixed, the
net asset value per share of the Common Stock of the Fund will tend to
increase more when its portfolio securities increase in value and to decrease
more when such securities decrease in value than would otherwise be the
case.  This is the speculative factor known as leverage.  In addition,
interest costs on senior securities representing indebtedness and dividend
requirements of preferred stock may fluctuate with changing market rates of
interest and may partially offset or exceed the return earned on the monies
obtained through the issuance and sale of senior securities.  Under adverse
market conditions, the Fund might have to sell portfolio securities to
service its senior securities at a time when investment considerations would
not favor such sales.

   
     The issuance of senior securities convertible into shares of the Fund's
Common Stock might also reduce net income per share of Common Stock and net
asset value per share of Common Stock if these securities are converted into
shares of the Fund's Common Stock.  The occurrence of any income dilution of
shares of previously- outstanding Common Stock when senior securities were
converted would depend upon whether the Fund could, from the investments made
with the proceeds of the senior securities, earn an amount per share of
Common Stock issuable upon conversion at least equal to the amount earned
with respect to shares of Common Stock outstanding prior
 to conversion.  In addition, if senior securities were converted at a time
when the net asset value per share of the Fund's Common Stock was greater
than the conversion price, the conversion could result in a decrease or
dilution in the then current net asset value per share of the Fund's Common
Stock.
    
     The Board of Directors recommends a vote FOR Proposal 1.


 2.  CHANGE IN FUNDAMENTAL POLICY CONCERNING LOANS (Proposal 2) 

     The Fund is currently prohibited by its Investment Restriction 12 from
making loans (including loans of portfolio securities), except to the extent
that purchases of certain debt obligations are considered loans.  The Fund
proposes to amend this investment restriction to enable it to lend its
portfolio securities.  Such loans would be made to brokers, dealers and other
financial institutions, and would be continuously secured by cash or other
allowable forms of collateral equal at all times to at least 100% of the value
of the securities

loaned.  No securities loans would be made if, as a result, the aggregate of
such loans would exceed 25% of the value of the Fund's total assets taken at
their then current value.

     The purpose of lending the Fund's portfolio securities would be to
attempt to increase the Fund's income.  The Fund would continue to be
entitled to receive the dividends, interest or other distributions on the
securities loaned and could also receive additional income, as noted below.

     Loans of portfolio securities by the Fund would be subject to certain
guidelines prescribed, and from time to time modified, by the staff of the
S.E.C.  Under present guidelines, the borrower must provide the Fund with
collateral equal at all times to at least 100% of the value of the securities
loaned.  If the market value of the loaned securities increases beyond the
value of the collateral, the borrower must provide the Fund with additional
collateral; if that value declines, the borrower is entitled to the return of
its collateral to the extent of the decline.  Under present guidelines, the
types of collateral permitted include cash, short-term Government securities
and letters of credit.

     The Fund could increase its income in connection with portfolio
securities loans in several ways.  First, the Fund could receive a negotiated
loan fee from the borrower.  The second method (not available when letters of
credit are used as collateral) is to invest cash collateral in certain
securities and receive interest on them or to receive interest on the
securities held as collateral; in either case, the interest received may be
shared with the borrower.

     The Fund expects to enter into an agreement with State Street Bank and
Trust Company, the custodian of the Fund's assets, which will provide
finder's, custodial and administrative services to the Fund in connection
with the Fund's securities lending activities.  For these services, State
Street will be entitled to receive reasonable fees, which may include a
portion of the loan fee paid by the borrower and a portion of earnings for
investments of cash collateral or earnings on the securities held as
collateral.

     The risks of lending portfolio securities, as with other extensions of
secured credit, consist of possible delays in receiving additional collateral
or in the recovery of the loaned securities or the possible loss of rights in
the collateral should the borrower fail financially.  Loans of portfolio
securities would be made to firms deemed by the Fund to be of good credit
standing and would not be made unless, in Quest's judgment, the earnings from
such loans would justify the risk.

     Under the terms of the securities loans which the Fund would make, the
Fund would have the right to call the loan at any time.  At the present time,
the guidelines permit the voting rights attendant to the securities loaned to
pass to the borrower, although they require that such loans be called so that
the securities may be voted by the Fund if a material event affecting the
investment is to occur.

     The Board of Directors believes that the authority to lend portfolio
securities may enhance the Fund's earning potential and is, therefore, in the
best interest of the Fund and its stockholders.  Consequently, the Board of
Directors, subject to the approval of the stockholders at this Special
Meeting, adopted the following change in the Fund's fundamental investment
policies (new language is underscored):

          "The Fund may not:

          12.  Make loans, except for purchases of portions of issues of
          publicly distributed bonds, debentures and other securities,
          whether or not such purchases are made on the original
          issuance of such securities, and except that the Fund may
          loan up to 25% of its assets to qualified brokers, dealers or
          institutions for their use relating to short sales or other
          security transactions (provided that such loans are secured by
          collateral equal at all times to at least 100% of the value of
          the securities loaned)."


     The Board of Directors recommends a vote FOR Proposal 2.

Votes Required

     The vote required for approval of each Proposal is a majority of the
Fund's outstanding voting securities as defined in the 1940 Act, 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.


                       3.  OTHER BUSINESS

     Management knows of no business to be brought before the meeting other
than Proposals 1 and 2 in the Notice of Special 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., located at 1414 Avenue of the Americas, New York,
New York 10019, serves as the Fund's investment adviser.

     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 1996
Annual Meeting of Stockholders must be received by the Fund by January 31,
1996, 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.

   
November 2, 1995
    

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 Thomas R.  Ebright, or
either of them acting in the 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 the shares of the Fund held of
record by the undersigned on October 31, 1995, at the Special Meeting of
Stockholders to be held on November 28, 1995, or at any adjournment thereof.
    

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.

Please sign exactly as name appears on other side. When shares are hold 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?
                                                                 

                                    

                                                                     RYVMC

X PLEASE MARK VOTES
  AS IN THIS EXAMPLE

   
                                              For      Against        Abstain
ROYCE MICRO-CAP 1.  PROPOSAL CONCERNING SENIOR
     TRUST, INC.    SECURITIES AND BORROWING.
                    (Page 2)

                2.  PROPOSAL CONCERNING PORTFOLIO
                    SECURITIES LENDING
                    (Page 5)
    
                3.  THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
                    BUSINESS AS MAY COME BEFORE THE MEETING.

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 and 2.




Please be sure to sign and date this Proxy.   Date            Mark box at the
right if comments or address changes have been noted on the reverse.

                                   RECORD DATE SHARES:
       Shareholder sign here    Co-owner sign here

Royce Micro-Cap Trust, Inc.

                                                 1414 Avenue of the Americas
                                                      New York, NY 10019
                                                       (212) 355-7311
                                                       (800) 221-4268


                                            November 6, 1995



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

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

Gentlemen:


      Enclosed for filing pursuant to Rule 14a-6 under the Securities Exchange
Act of 1934, as amended, are the definitive copies of the letter to
stockholders, Notice of Meeting, Proxy Statement and form of proxy in
connection with a Special Meeting of Stockholders of Royce Micro-Cap Trust,
Inc. (the "Fund") to be held on November 28, 1995. No fee is being paid
herewith because the applicable fee was paid upon filing of the preliminary
proxy material.

      The enclosed proxy materials, which are marked to show changes from
their preliminary filing, are scheduled to be sent to Fund stockholders on
November 6 and November 7, 1995.


                                            Sincerely,

                                            Susan I. Grant

                                            Susan I. Grant
                                            Secretary


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Enclosures