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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000804116-98-000003.txt : 19980130
<SEC-HEADER>0000804116-98-000003.hdr.sgml : 19980130
ACCESSION NUMBER:		0000804116-98-000003
CONFORMED SUBMISSION TYPE:	DEFA14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980129
SROS:			NYSE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROYCE VALUE TRUST INC
		CENTRAL INDEX KEY:			0000804116
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				133356097
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEFA14A
		SEC ACT:		
		SEC FILE NUMBER:	811-04875
		FILM NUMBER:		98516080

	BUSINESS ADDRESS:	
		STREET 1:		1414 AVE OF THE AMERICAS 9TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		2123557311

	MAIL ADDRESS:	
		STREET 1:		1414 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<DESCRIPTION>LETTER TO PREFERRED STOCKHOLDERS
<TEXT>

                             ROYCE VALUE TRUST, INC.
                           1414 Avenue of the Americas
                               New York, NY  10019

            _________________________________________________________
                                        
                   REMINDER:  SPECIAL MEETING OF STOCKHOLDERS
                          TO BE HELD FEBRUARY 10, 1998
            _________________________________________________________

           PREFERRED STOCKHOLDERS ASKED TO APPROVE QUARTERLY DIVIDENDS

Dear Preferred Stockholder:

We  have  not  yet  received  your  vote for the  upcoming  Special  Meeting  of
Stockholders scheduled to be held on February 10, 1998.  It is critical that you
vote  your  proxy.  All votes are vital no matter how many shares you  hold  and
YOUR  SHARES  CANNOT BE REPRESENTED UNLESS WE RECEIVE VOTING  INSTRUCTIONS  FROM
YOU!   The  proposals  require  the  affirmative  vote  of  two-thirds  of   the
outstanding  shares of Preferred Stock, making it critical that all stockholders
participate!   In order to be represented at the meeting, we must  receive  your
vote on or before TUESDAY, FEBRUARY 10, 1998.

The  first  and  more important proposal asks you as a Preferred Stockholder  to
vote  on increasing the frequency of dividend payments from ANNUAL TO QUARTERLY.
Based on recently available rates, the new quarterly rate of 1.95% will give you
an annual yield equivalent of 8.03%, which is in excess of the Preferred Stock's
stated annual rate of 8.00%.  AS AN ADDED INCENTIVE, IF THE PROPOSAL IS APPROVED
BY  STOCKHOLDERS, YOU WILL RECEIVE AN ADDITIONAL $.05 PER SHARE WITH YOUR  MARCH
23,  1998 DIVIDEND, THEREBY GIVING YOU YIELD EQUIVALENT PAYMENTS TOTALING  8.25%
FOR 1998.

For  your  convenience,  we  have established three easy  methods  by  which  to
register your vote:

                    1.    By   Phone:     Please   call   Shareholder
                    Communications  Corporation toll free at  1-800-733-8481,
                    Extension "439". Operators will be available to take your
                    vote  Monday thru Friday between the hours of  9:00  a.m.
                    and  11:00 p.m. and Saturday from 12:00 p.m. to 6:00 p.m.
                    Eastern Time.

                    2.    By Fax:   Fax your executed proxy to us toll free
                    at 1-800-733-1885, anytime.

                    3.    By  Mail:  Simply return your  executed
                    proxy in the enclosed postage paid envelope.

If you have any questions regarding the proxy statement or need assistance
executing your vote, please call Shareholder Communications Corporation at the
above-mentioned number.

We  urge you to act promptly in order to obtain a sufficient number of votes  to
hold the meeting as scheduled and avoid the additional expenses incurred by  the
Fund for further proxy solicitation.




Thank you for your consideration.

/s/ CHARLES M. ROYCE

President

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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