<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>royce57059-def14a.txt
<DESCRIPTION>DEFINITIVE PROXY
<TEXT>

    As filed with the Securities and Exchange Commission on September 5, 2002

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

<TABLE>
<CAPTION>
<S>                                                 <C>
Filed by the Registrant [X]                         Check the appropriate box:
Filed by a Party other than the Registrant [ ]      [   ] Preliminary Proxy Statement
                                                    [X] Definitive Proxy Statement
                                                    [   ] Definitive Additional Materials
                                                    [   ] Soliciting Material Pursuant to
                                                    Rule 14a-11(c) or Rule 14a-12
</TABLE>

                           ROYCE MICRO-CAP TRUST, INC.
            --------------------------------------------------------
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                  SAME AS ABOVE
            --------------------------------------------------------
                     (NAME OF PERSON FILING PROXY STATEMENT)

Payment of filing fee (Check the appropriate box):

   [X] No fee required.
   [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 0-11:1 (Set forth the amount on which the
   filing fee is calculated and state how it was determined.)
   -------------------------------------------------------------------
   (4) Proposed maximum aggregate value of transaction:
   -------------------------------------------------------------------
   [ ] 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:
   -------------------------------------------------------------------


NY1 5238966v8
<PAGE>

                           ROYCE MICRO-CAP TRUST, INC.

                           1414 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10019

                               ------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                               ------------------

                        TO BE HELD ON SEPTEMBER 30, 2002

To the Stockholders of:

ROYCE MICRO-CAP TRUST, INC.

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") 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 10019 on
Monday, September 30, 2002, at 2:00 p.m. (Eastern time), for the following
purposes:

     1.  To elect a Board of eight Directors of the Fund, to hold office until
         the next Annual Meeting of Stockholders and until their successors have
         been duly elected and qualified or until their earlier resignation or
         removal:

         (i)  six Directors to be elected by the holders of the Fund's Common
              Stock and its 7.75% Cumulative Preferred Stock (the "Preferred
              Stock") voting together as a single class, and

         (ii) two  Directors  to be elected only by the holders of the Fund's
              Preferred Stock voting as a separate class; and

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

     The Board of Directors of the Fund has set the close of business on August
26, 2002 as the record date for determining those stockholders entitled to vote
at the Meeting or any adjournment thereof, and only holders of record at the
close of business on that day will be entitled to vote.

     A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose relevant to the Meeting during ordinary business hours from
and after September 16, 2002, at the office of the Fund, 1414 Avenue of the
Americas, New York, New York.


<PAGE>

                                    IMPORTANT
     TO SAVE THE FUND THE EXPENSE OF ADDITIONAL PROXY SOLICITATION, PLEASE MARK
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),
EVEN IF YOU EXPECT TO BE PRESENT AT THE MEETING. The accompanying 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








     August 30, 2002


<PAGE>


                                 PROXY STATEMENT

                           ROYCE MICRO-CAP TRUST, INC.
                           1414 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10019

                         ANNUAL MEETING OF STOCKHOLDERS
                               SEPTEMBER 30, 2002

                                  INTRODUCTION

     The enclosed Proxy is solicited on behalf of the Board of Directors for use
at the Annual Meeting of Stockholders (the "Meeting") of Royce Micro-Cap Trust,
Inc. (the "Fund"), to be held at the offices of the Fund, 1414 Avenue of the
Americas, New York, New York 10019, on Monday, September 30, 2002, at 2:00 p.m.
(Eastern time) and at any adjournments thereof. The approximate mailing date of
this Proxy Statement is September 4, 2002.

     All properly executed Proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, Proxies
will be voted "FOR" the election of the Director nominees of the Fund.

     You may revoke your Proxy at any time before it is exercised by sending
written instructions to the Secretary of the Fund at the Fund's address
indicated above 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 Board of Directors of the Fund has set the close of business on August
26, 2002 as the record date (the "Record Date") for determining those
stockholders entitled to vote at the Meeting or any adjournment thereof, and
only holders of record at the close of business on that day will be entitled to
vote. Stockholders on the Record Date will be entitled to one vote for each
outstanding share of Common Stock and 7.75% Cumulative Preferred Stock (the
"Preferred Stock" and, together with the Common Stock, "Stock" or "shares") held
(proportional voting rights for fractional shares held), with no shares having
cumulative voting rights.


<PAGE>


     As of the Record Date, there were 17,199,142 shares of Common Stock and
1,600,000 shares of Preferred Stock of the Fund outstanding. 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 or Preferred Stock as of the
Record Date:

                              CLASS/SERIES         AMOUNT AND       PERCENT OF
NAME AND ADDRESS OF OWNER       OF STOCK      NATURE OF OWNERSHIP  CLASS/SERIES
-------------------------       --------      -------------------  ------------
Charles M. Royce                 Common      897,693 shares--          5.2%
1414 Avenue of the Americas                  Beneficial (sole voting
New York, NY 10019                           and investment power)

Yale University                  Common      2,938,089 shares--       17.1%
230 Prospect Street                          Beneficial (sole voting
New Haven, CT 06511-2107                     and investment power)

Cede & Co.*                      Common      16,617,274 shares--      96.6%
Depository Trust Company                     Record*
P.O.  Box #20               7.75% Preferred  1,594,091 shares--       96.6%
Bowling Green Station                        Record*
New York, NY 10028

  ----------

* Shares held by brokerage firms, banks and other financial intermediaries on
  behalf of beneficial owners are registered in the name of Cede & Co.

     The Board of Directors knows of no business other than that stated in
Proposal 1 of the Notice of Meeting that will be presented for consideration at
the Meeting. If any other matter is properly presented at the Meeting or any
adjournment thereof, it is the intention of the persons named on the enclosed
proxy card to vote in accordance with their best judgment.

                 SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

 ------------------------------------------------------------------------------
   PROPOSAL                 COMMON STOCKHOLDERS       PREFERRED STOCKHOLDERS
 ------------------------------------------------------------------------------
                            Common and Preferred      Preferred Stockholders,
   ELECTION OF DIRECTORS    Stockholders, voting      voting as a separate
                            class, elect six          class, elect two
                            Directors                 additional Directors
 ------------------------------------------------------------------------------

                                       2
<PAGE>


                        PROPOSAL 1: ELECTION OF DIRECTORS

     At the Meeting, the Board of Directors of the Fund will be elected to serve
until the next Annual Meeting of Stockholders and until their successors are
duly elected and qualified or until their earlier resignation or removal. The
holders of both Common Stock and Preferred Stock, voting together as a single
class, are entitled to elect six directors. The holders of Preferred Stock,
voting as a separate class, are entitled to elect the remaining two directors.
The Board of Directors has nominated the following six persons to continue as
Directors of the Fund, to be elected by holders of both Common Stock and
Preferred Stock: Charles M. Royce, Donald R. Dwight, Mark R. Fetting, Richard M.
Galkin, Stephen L. Isaacs and G. Peter O'Brien. The Board of Directors has
nominated the following two persons to continue as Directors of the Fund, to be
elected by holders of the Preferred Stock: William L. Koke and David L. Meister.
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 service as a
Director. However, if any of them become unwilling or unable to serve, the
persons named in the accompanying Proxy will vote for the election of such other
persons, if any, as the Board of Directors may nominate.

     Certain biographical and other information concerning the nominees who are
"interested persons" as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund, including their designated
classes, is set forth below.

                                       3
<PAGE>


<TABLE>
<CAPTION>
                                                         TERM OF
                                                         OFFICE                NUMBER
                                                           AND                 OF ROYCE      OTHER
NAME, ADDRESS* AND                       POSITIONS       LENGTH                 FUNDS'       PUBLIC
PRINCIPAL OCCUPATIONS                      WITH          OF TIME    TO BE     PORTFOLIOS     COMPANY
DURING PAST FIVE YEARS**           AGE   THE FUND        SERVED   ELECTED BY   OVERSEEN   DIRECTORSHIPS
----------------------             ---   --------        ------   ----------   --------   -------------
<S>                                <C>   <C>              <C>       <C>           <C>         <C>
Charles M. Royce***                62    Director,        1986      Common        17          None
  President, manager/director           President[dagger]            and
  of Royce & Associates, LLC               and                     Preferred
  and its predecessor, Royce &          Treasurer[dagger]
  Associates, Inc. (collectively,
  "R&A"), the Fund's investment
  adviser; Director, President and
  Treasurer of the Fund, Royce
  Value Trust, Inc. ("RVT") and
  Royce Focus Trust, Inc. ("RFT"),
  closed-end diversified
  management investment companies
  of which R&A is the investment
  adviser; Trustee, President
  and Treasurer of The Royce
  Fund ("TRF") and Royce Capital
  Fund ("RCF"), open-end
  diversified management
  investment companies of which
  R&A is the investment adviser
  (the Fund, RVT, RFT, TRF and RCF
  collectively, "The Royce Funds");
  Secretary and sole director of
  Royce Fund Services, Inc.
  ("RFS"), a wholly-owned subsidiary
  of R&A; and managing general
  partner of Royce Management Company
  ("RMC"), the general partner of
  various private investment limited
  partnerships (until October 2001).
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                   TERM OF
                                                    OFFICE                NUMBER
                                                     AND                 OF ROYCE      OTHER
NAME, ADDRESS* AND                     POSITIONS   LENGTH                 FUNDS'       PUBLIC
PRINCIPAL OCCUPATIONS                    WITH      OF TIME    TO BE     PORTFOLIOS     COMPANY
DURING PAST FIVE YEARS**         AGE   THE FUND    SERVED   ELECTED BY   OVERSEEN   DIRECTORSHIPS
----------------------           ---   --------    ------   ----------   --------   -------------
<S>                              <C>   <C>          <C>       <C>           <C>     <C>
Mark R. Fetting***               47    Director     2001      Common        17      Director of
  Executive Vice President of Legg                             and                  registered
  Mason, Inc. ("Legg Mason");                                Preferred              investment
  Director of R&A; and Division                                                     companies
  President and Senior Officer,                                                    constituting
  Prudential Financial Group, Inc.                                                  four Legg
  and related companies, including                                                 Mason Funds
  Fund Boards and consulting
  services to subsidiary companies
  (from 1991 to 2000). Mr.
  Fetting's prior business
  experience includes having
  served as Partner, Greenwich
  Associates, and Vice
  President, T.  Rowe Price
  Group, Inc.

----------------
</TABLE>

  * Mr. Royce's address is c/o Royce & Associates, LLC, 1414 Avenue of the
    Americas, New York, New York 10019. Mr. Fetting's address is c/o Legg Mason,
    Inc., 100 Light Street, Baltimore, Maryland 21202.

 ** Each of the nominees is also a director/trustee of certain other investment
    companies for which R&A acts as an investment adviser.

*** "Interested person," as defined in the Investment Company Act, of the Fund.

[dagger] Elected by and serves at the pleasure of the Board of Directors.

    Certain biographical and other information concerning the nominees who are
not "interested persons," as defined in the Investment Company Act, of the Fund,
including their designated classes, is set forth below.

                                       5
<PAGE>


<TABLE>
<CAPTION>
                                                   TERM OF
                                                    OFFICE                NUMBER
                                                     AND                 OF ROYCE      OTHER
NAME, ADDRESS* AND                     POSITIONS   LENGTH                 FUNDS'       PUBLIC
PRINCIPAL OCCUPATIONS                    WITH      OF TIME    TO BE     PORTFOLIOS     COMPANY
DURING PAST FIVE YEARS**         AGE   THE FUND    SERVED   ELECTED BY   OVERSEEN   DIRECTORSHIPS
----------------------           ---   --------    ------   ----------   --------   -------------
<S>                              <C>   <C>          <C>       <C>           <C>        <C>
Donald R. Dwight                 71    Director     1998      Common        17         Trustee
  President of Dwight                                          and                     of the
  Partners, Inc., corporate                                  Preferred                registered
  communications consultants;                                                         investment
  and Chairman (from 1982                                                             companies
  until March 1998) of                                                               constituting
  Newspapers of New England,                                                         the 94 Eaton
  Inc. Mr. Dwight's prior                                                            Vance Funds
  experience includes having
  served as Lieutenant
  Governor of the Commonwealth
  of Massachusetts and as
  President and Publisher of
  Minneapolis Star and Tribune
  Company.

Richard M. Galkin                64    Director     1986      Common        17           None
  Private investor;                                            and
  Mr. Galkin's prior business                                Preferred
  experience includes having
  served as President of
  Richard M. Galkin
  Associates, Inc.,
  telecommunications
  consultants, President of
  Manhattan Cable Television
  (a subsidiary of Time Inc.),
  President of Haverhills
  Inc.  (another Time Inc.
  subsidiary), President of
  Rhode Island Cable
  Television and Senior Vice
  President of Satellite
  Television Corp.  (a
  subsidiary of Comsat).

Stephen L. Isaacs                62    Director     1986      Common        17           None
  President of The Center for                                  and
  Health and Social Policy                                   Preferred
  (since September 1996);
  Attorney and President of
  Health Policy Associates,
  Inc., consultants.
  Mr. Isaacs' prior experience
  includes having served as
  Director of Columbia
  University Development Law
  and Policy Program and
  Professor at Columbia
  University.
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                   TERM OF
                                                    OFFICE                NUMBER
                                                     AND                 OF ROYCE      OTHER
NAME, ADDRESS* AND                     POSITIONS   LENGTH                 FUNDS'       PUBLIC
PRINCIPAL OCCUPATIONS                    WITH      OF TIME    TO BE     PORTFOLIOS     COMPANY
DURING PAST FIVE YEARS**         AGE   THE FUND    SERVED   ELECTED BY   OVERSEEN   DIRECTORSHIPS
----------------------           ---   --------    ------   ----------   --------   -------------
<S>                              <C>   <C>          <C>     <C>             <C>          <C>
William L. Koke                  67    Director     2001    Preferred       17           None
  Financial planner with                                      only
  Shoreline Financial
  Consultants. Mr. Koke's
  prior business experience
  includes having served as
  Director of Financial
  Relations of SONAT, Inc.,
  Treasurer of Ward Foods,
  Inc.  and President of CFC,
  Inc.

David L. Meister                 67    Director     2001    Preferred       17           None
  Chairman and Chief Executive                                only
  Officer of The Tennis
  Channel (since June 2000);
  and Chief Executive Officer
  of Seniorlife.com (from
  December 1999 to May 2000).
  Mr. Meister's prior business
  experience includes having
  served as a consultant to the
  communications industry,
  President of Financial News
  Network, Senior Vice President
  of HBO, President of Time-Life
  Films and Head of Broadcasting
  for Major League Baseball.

G. Peter O'Brien                 56    Director     2001      Common        17          Director/
  Trustee of Colgate                                           and                      Trustee of
  University, Director of                                    Preferred                  registered
  Pinnacle Holdings, Inc.,                                                              investment
  President of Hill House,                                                              companies
  Inc. and Managing                                                                    constituting
  Director/Equity Capital                                                                18 Legg
  Markets Group of Merrill                                                             Mason Funds;
  Lynch & Co.  (from 1971                                                              Director of
  to 1999).                                                                            Renaissance
                                                                                         Capital
                                                                                        Greenwich
                                                                                          Fund.

</TABLE>
----------------
 * Messrs. Dwight, Galkin, Isaacs, Koke, Meister and O'Brien's address is c/o
   Royce & Associates, LLC, 1414 Avenue of the Americas, New York, New York
   10019.

** Each of the above nominees is a director/trustee of certain other investment
   companies for which R&A acts as an investment adviser, is a member of the
   Fund's audit committee and will continue as a member of the Fund's Audit
   Committee if re-elected a Director.

                                       7
<PAGE>

AUDIT COMMITTEE REPORT
     The Board of Directors has a standing Audit Committee (the "Audit
Committee"), which consists of the Directors who are not "interested persons" of
the Fund (the "Independent Directors") within the meaning of Section 2(a)(19) of
the Investment Company Act and who are "independent" as defined in the listing
standards of the New York Stock Exchange. The current members of the Audit
Committee are Donald R. Dwight, Richard M. Galkin, Stephen L. Isaacs, William L.
Koke, David L. Meister and G. Peter O'Brien. Mr. Galkin serves as Chairman of
the Committee. Although the Board of Directors does not have a standing
compensation committee or a nominating committee, the Independent Directors
review and nominate candidates to serve as Independent Directors. The
Independent Directors generally will not consider nominees recommended by
stockholders of the Fund.

     The principal purposes of the Audit Committee are to: (i) recommend to the
Board of Directors the selection, retention or termination of the Fund's
independent auditors; (ii) review with the independent auditors the scope,
performance and anticipated cost of their audit; (iii) discuss with the
independent auditors certain matters relating to the Fund's financial
statements, including any adjustment to such financial statements recommended by
such independent auditors, or any other results of any audit; (iv) to review on
a periodic basis a formal written statement from the independent auditors with
respect to their independence, discuss with the independent auditors any
relationships or services disclosed in the statement that may impact their
objectivity and independence and recommend that the Board of Directors take
appropriate action in response to this statement to satisfy itself of the
independent auditors' independence; and (v) consider the comments of the
independent auditors and management's responses thereto with respect to the
quality and adequacy of the Fund's accounting and financial reporting policies
and practices and internal controls.

     The Board of Directors has adopted an Audit Committee Charter for the Fund.
The Audit Committee also has (i) received written disclosures and the letter
required by Independence Standards Board Standard No. 1 from Tait, Weller &
Baker ("TW&B"), independent auditors for the Fund, and (ii) discussed certain
matters required to be discussed by Statements on Auditing Standards No. 61 with
TW&B. The Audit Committee has considered whether the provision of non-audit
services by the Fund's independent auditors is compatible with maintaining their
independence.

     At its meeting held on February 20, 2002, the Audit Committee reviewed and
discussed the audit of the Fund's financial statements as of December 31, 2001
and for the fiscal year then ended with Fund management and TW&B. Had any
material concerns arisen during the course of the audit and the preparation of
the audited financial statements mailed to stockholders and included in the
Fund's 2001 Annual Report to Stockholders, the Audit Committee would have been
notified by Fund management or TW&B. The

                                       8
<PAGE>

Audit Committee received no such notifications. At the same meeting, the Audit
Committee recommended to the Board of Directors that the Fund's audited
financial statements be included in the Fund's 2001 Annual Report to
Stockholders.


COMMITTEE AND BOARD OF DIRECTORS MEETINGS
     During the year ended December 31, 2001, the Board of Directors held six
meetings and the Audit Committee held three meetings. Each Director then in
office attended 75% or more of the total number of meetings of the Board of
Directors held during that year. Each member of the Audit Committee attended
more than 75% of the total number of meetings of the Audit Committee held during
the period for which he served, except for Stephen L. Isaacs who attended two of
the three Audit Committee meetings held during 2001.


COMPENSATION OF DIRECTORS AND AFFILIATED PERSONS
     Each Independent Director receives a base fee of $5,000 per year plus $500
for each meeting of the Board of Directors attended. No Director received
remuneration for services as a Director for the year ended December 31, 2001 in
addition to or in lieu of this standard arrangement.

     Set forth below is the aggregate compensation paid by the Fund and the
total compensation paid by The Royce Funds to each Independent Director and
affiliated person of the Fund for the year ended December 31, 2001.

                                       9
<PAGE>


                                                                   TOTAL
                                     PENSION OR                COMPENSATION
                                     RETIREMENT     ESTIMATED  FROM THE FUND
                                      BENEFITS        ANNUAL     AND OTHER
                      AGGREGATE      ACCRUED AS      BENEFITS   ROYCE FUNDS
                    COMPENSATION    PART OF FUND      UPON        PAID TO
        NAME        FROM THE FUND     EXPENSES     RETIREMENT    DIRECTORS
        ----        -------------     --------     ----------    ---------
Donald R. Dwight,
  Director(1)          $  7,500         None           None        $ 63,750
Richard M. Galkin,
  Director(2)             7,500         None           None          63,750
Stephen L. Isaacs,
  Director                7,500         None           None          63,750
William L. Koke,
  Director(3)             3,796         None           None          51,898
David L. Meister,
  Director                7,500         None           None          63,750
G. Peter O'Brien,
  Director(4)             1,750         None           None          14,975
John D. Diederich,
  Vice President(5)      25,381         $ 931          None     Not applicable

----------------
(1)  Includes $1,125 from the Fund ($9,338 from the Fund and other Royce Funds)
     deferred during 2001 at the election of Mr. Dwight under The Royce Funds'
     Deferred Compensation Plan for trustees/directors.

(2)  Includes $7,500 from the Fund ($62,250 from the Fund and other Royce Funds)
     deferred during 2001 at the election of Mr. Galkin under The Royce Funds'
     Deferred Compensation Plan for trustees/directors.

(3)  Mr. Koke was elected a Director of the Fund on July 16, 2001.

(4)  Mr. O'Brien was elected a Director of the Fund on September 14, 2001.

(5)  Mr. Diederich resigned as a Director of the Fund on July 11, 2001. The
     amounts shown represent compensation paid to and benefits accrued by Mr.
     Diederich as an employee of the Fund and not for his services as Director.


OFFICERS OF THE FUND
     Officers of the Fund are elected each year by the Fund's Board of
Directors. The following sets forth information concerning the Fund's officers:

                                       10
<PAGE>

NAME, ADDRESS* AND PRINCIPAL                                        OFFICER OF
OCCUPATIONS DURING PAST FIVE YEARS                AGE    OFFICE**   FUND SINCE
----------------------------------                ---    ------     ----------

Charles M. Royce                                  62    President      1986
  President, manager/director and Chief                    and
  Investment Officer of R&A, the Fund's                 Treasurer
  investment adviser; Director, President and
  Treasurer of the Fund, RVT and RFT,
  closed-end diversified management investment
  companies of which R&A is the investment
  adviser; Trustee, President and Treasurer of
  TRF and RCF, open-end diversified management
  investment companies of which R&A is the
  investment adviser; Secretary and sole
  director of RFS, a wholly-owned subsidiary of
  R&A; and managing general partner of RMC, the
  general partner of various private investment
  limited partnerships (until October 2001).

John D. Diederich                                 51       Vice        1997
  Manager/director, Chief Operating Officer             President
  (since October 2001), Chief Financial Officer
  (since March 2002) and Managing Director of
  R&A; Vice President of the Fund, RVT, RFT,
  TRF and RCF; Director of Administration of
  The Royce Funds; and President of RFS.

Jack E. Fockler, Jr.                              43       Vice        1995
  Director of Marketing, Managing Director and          President
  Vice President of R&A; Vice President of the
  Fund, RVT, RFT, TRF and RCF; and Vice
  President of RFS.

W. Whitney George                                 44       Vice        1995
  Senior Portfolio Manager, Managing Director           President
  and Vice President of R&A; Vice President of
  the Fund, RVT, RFT, TRF and RCF.

Daniel A. O'Byrne                                 40       Vice        1994
  Director of Administration, Principal and             President
  Vice President of R&A; Vice President of the
  Fund, RVT, RFT, TRF and RCF.

                                       11
<PAGE>

NAME, ADDRESS* AND PRINCIPAL                                        OFFICER OF
OCCUPATIONS DURING PAST FIVE YEARS                AGE    OFFICE**   FUND SINCE
----------------------------------                ---    ------     ----------

John E. Denneen                                   35     Secretary   April 2002
  Deputy General Counsel, Principal, Chief                           and 1996-
  Compliance Officer and Secretary of R&A                              2001
  (since March 2002); Secretary of the Fund,
  RVT, RFT, TRF and RCF (1996-2001 and since
  April 2002); Associate General Counsel,
  Principal and Chief Compliance Officer of
  R&A (1996-2001) and Principal of Credit
  Suisse First Boston Private Equity (2001-2002).

-----------------
 * The address of each officer listed above is c/o Royce & Associates, LLC,
   1414 Avenue of the Americas, New York, New York 10019.

** Elected by and serves at the pleasure of the Board of Directors.


INTERESTED PERSONS
     Messrs. Royce and Fetting are "interested persons" of the Fund within the
meaning of Section 2(a)(19) of the Investment Company Act due to the positions
they hold with R&A and its affiliate Legg Mason, respectively, and their stock
ownership in Legg Mason. There are no family relationships between any of the
Fund's Directors and officers.


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
     SECTION 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the officers and Directors of the Fund and persons who
own more than ten percent of a registered class of the Fund's equity securities,
to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with
the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange. Officers, Directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Fund with copies of all Forms 3, 4
and 5 they file.

     Based solely on the Fund's review of the copies of such forms and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that, except as set forth below, all of its officers,
Directors, greater than ten percent beneficial owners and other persons subject
to Section 16 of the Exchange Act due to the requirements of Section 30(h) of
the Investment Company Act (i.e., any investment adviser or affiliated person of
the Fund's investment adviser), have complied with all filing requirements
applicable to them with respect to transactions in the Fund's shares during the
Fund's most recent fiscal year. Each of Messrs. Fetting, Koke and O'Brien
inadvertently made a late Form 3 filing following his election as a Director of
the Fund, and each of Messrs. Raymond A. Mason, Chairman, President and

                                       12
<PAGE>

Chief Executive Officer of Legg Mason and a director of R&A, and Timothy C.
Scheve, Senior Executive Vice President of Legg Mason and a director of R&A,
inadvertently made a late Form 3 filing following his election as a director of
R&A.


STOCK OWNERSHIP
     Information relating to each Director nominee's ownership as of August 26,
2002 in the Fund and in all registered Royce Funds overseen or to be overseen by
each Director nominee is set forth below:

------------------------- ------------------------ ----------------------------
                                                    AGGREGATE DOLLAR RANGE OF
                                                     SECURITIES IN ALL ROYCE
                                                     FUNDS OVERSEEN BY EACH
                          AGGREGATE DOLLAR RANGE     DIRECTOR NOMINEE IN THE
          NAME             OF EQUITY IN THE FUND      ROYCE FAMILY OF FUNDS
------------------------- ------------------------ ----------------------------
Interested Director:
------------------------- ------------------------ ----------------------------
Charles M. Royce                over $100,000             over $100,000
------------------------- ------------------------ ----------------------------
Mark R. Fetting                $10,000--$50,000           over $100,000
------------------------- ------------------------ ----------------------------
Non-Interested
Directors:
------------------------- ------------------------ ----------------------------
Donald R. Dwight                 $1--$10,000              over $100,000
------------------------- ------------------------ ----------------------------
Richard M. Galkin                $1--$10,000              over $100,000
------------------------- ------------------------ ----------------------------
Stephen L. Isaacs                $1--$10,000             $50,000--$100,000
------------------------- ------------------------ ----------------------------
William L. Koke                    None                   over $100,000
------------------------- ------------------------ ----------------------------
David L. Meister                   None                   over $100,000
------------------------- ------------------------ ----------------------------
G. Peter O'Brien              $10,000--$50,000            over $100,000
------------------------- ------------------------ ----------------------------

     As of August 26, 2002, no Independent Director or any of their immediate
family members directly or indirectly own any securities issued by Legg Mason or
any of its affiliates (other than registered investment companies).

     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 (13 persons) beneficially owned 928,252 shares of the Fund's
Common Stock, constituting 5.4% of the outstanding shares, and no shares of its
Preferred Stock.

SALE OF SECURITIES OF THE INVESTMENT ADVISER
     On July 18, 2001, Royce & Associates, Inc. ("Royce"), the predecessor of
Royce & Associates, LLC, the Fund's investment adviser (collectively, "R&A"),
and Legg Mason announced that they, Royce's shareholders and Royce Management
Company had entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement"), pursuant to which Royce would be acquired by, and become a
wholly-owned subsidiary of, Legg Mason (the "Transaction"). To effect the
Transaction, Legg Mason purchased all of Royce's outstanding capital stock for a
total purchase price of up to $215

                                       13
<PAGE>

million, of which $115 million was paid to Royce's shareholders in cash upon
completion of the Transaction and up to $100 million may be paid to them in the
future based upon the level of the gross revenues of Royce and its subsidiaries
during the six years following the Transaction. Up to 50% of such future
consideration may be paid to Royce's shareholders in shares of Legg Mason's
common stock. Prior to the Transaction, Royce's shareholders were Charles M.
Royce and trusts primarily for the benefit of his children. The Transaction was
completed on October 1, 2001, prior to which Messrs. Fetting and O'Brien were
nominated and elected as Directors at the Fund's September 14, 2001 annual
stockholders meeting. In connection with the Transaction, Legg Mason, Royce,
Charles M. Royce and certain other Royce employees entered into a Revenue
Sharing Agreement, pursuant to which Legg Mason has designated three members of
R&A's Board and Mr. Royce has designated the other two.

VOTE REQUIRED
     A quorum consists of stockholders representing a majority of the
outstanding shares of the Fund's Common Stock and/or Preferred Stock, as the
case may be, 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 THAT ALL STOCKHOLDERS VOTE FOR ALL
DIRECTOR NOMINEES.

                             ADDITIONAL INFORMATION

ADJOURNMENT OF MEETING; OTHER MATTERS
     In the event that sufficient votes in favor of Proposal 1 in the Notice of
Annual Meeting of Stockholders are not received by the time scheduled for the
Meeting, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies for such Proposal. Any
such adjournment will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the Proposal. They will vote against
any such adjournment those proxies required to be voted against the Proposal.

     The Fund has received notice from a foreign investment company that is a
common stockholder of the Fund, that it intends to nominate at the Meeting six
of its own nominees for election as Directors by holders of both Common Stock
and Preferred Stock. The Board of Directors has reviewed the notice and is
unanimously opposed to the election of the stockholder's nominees. Should the
persons named in the Proxy have discretion on such matter, they intend to vote
for the nominees of the Board of Directors named in Proposal 1.

                                       14
<PAGE>

     While the Meeting has been called to transact any business that may
properly come before it, the Directors know of no business other than the matter
stated in the Notice of Annual Meeting of Stockholders. However, if any
additional matter properly comes before the Meeting and on all matters
incidental to the conduct of the Meeting, it is the intention of the persons
named in the enclosed Proxy to vote the Proxy in accordance with their judgment
on such matters.

     The Fund may retain Georgeson Shareholder Communications, Inc., 17 State
Street, New York, New York 10004, to aid in the solicitation of Proxies, at an
estimated cost of approximately $2,000 (plus reimbursement of out-of-pocket
expenses), to be borne by the Fund. The Fund 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, R&A and Georgeson Shareholder Communications, Inc. may
solicit Proxies personally and by telephone, if deemed desirable. Stockholders
vote at the 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 Voting at the Meeting and who
will have executed an Inspectors and Judges Oath.

     The Fund expects that broker-dealer firms holding shares of the Fund in
"street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on the
Proposal before the Meeting. Shares as to which broker-dealer firms have not
received instructions from beneficial owners or other persons entitled to vote
and on which such broker-dealer firms have declined to vote ("broker non-votes")
and shares as to which Proxies are returned by record stockholders but which are
marked "abstain" will be included in the Fund's tabulation of the total number
of votes present for purposes of determining whether the necessary quorum of
stockholders exists. However, abstentions and broker non-votes will not be
counted as votes cast. Therefore, abstentions and broker non-votes will not have
an effect on the election of Directors.

INDEPENDENT AUDITORS' FEES
     The Fund paid aggregate fees of $22,600 to TW&B for the year ended December
31, 2001, for professional services rendered involving the audit of the Fund's
annual financial statements, the review of financial statements included in the
Fund's annual and semi-annual reports to stockholders and the preparation of the
Fund's tax returns. The Fund paid aggregate fees of $6,000 to TW&B for such year
for professional services rendered involving the preparation of reports to the
rating agency that provides ratings for the Preferred Stock. The Audit Committee
has determined that the preparation of such rating agency reports is compatible
with maintaining TW&B's independence. TW&B did not provide any other
professional services to the Fund, R&A or any entities affiliated with R&A for
the year ended

                                       15
<PAGE>

December 31, 2001. No representatives of TW&B will be present at the Meeting.

ADDRESS OF INVESTMENT ADVISER
     R&A's principal office is located at 1414 Avenue of the Americas, New York,
New York 10019.

ANNUAL REPORT DELIVERY
     THE FUND'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31,
2001 AND SEMI-ANNUAL REPORT TO STOCKHOLDERS FOR THE SIX MONTHS ENDED JUNE 30,
2002 WERE PREVIOUSLY MAILED TO ITS STOCKHOLDERS, AND COPIES 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.

STOCKHOLDER PROPOSALS
     Proposals of stockholders intended to be presented at the Fund's 2003
Annual Meeting of Stockholders must be received by the Fund by June 5, 2003 for
inclusion in the Fund's Proxy Statement and form of Proxy for that meeting. The
Fund's By-laws generally require advance notice be given to the Fund in the
event a stockholder desires to nominate a person for election to the Board of
Directors or to transact any other business from the floor at an annual meeting
of stockholders. Notice of any such nomination or other business must be in
writing and received at the Fund's principal executive office not less than 15
calendar days before the annual meeting. Written proposals should be sent to the
Secretary of the Fund, 1414 Avenue of the Americas, New York, New York 10019.

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

                                    By order of the Board of Directors,

                                    John E. Denneen
                                    Secretary


     Dated:  August 30, 2002


                                       16
<PAGE>





RYVMC-PS-02

RYVMP-PS-02
<PAGE>

                           ROYCE MICRO-CAP TRUST, INC.
PROXY                                                                      PROXY
                                  Common Stock
                           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 Common Stock of the Fund held of record
by the undersigned on August 26, 2002 at the Annual Meeting of Stockholders of
Royce Micro-Cap Trust, Inc. to be held on September 30, 2002, and 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
Proposal 1.

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

Please sign exactly as your name(s) appear(s) on other side. 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?

----------------------------        -------------------------------
----------------------------        -------------------------------
----------------------------        -------------------------------

NY1 5238966v8
<PAGE>


X PLEASE MARK VOTES
AS IN THIS EXAMPLE

---------------------------------------------
ROYCE MICRO-CAP TRUST, INC.

---------------------------------------------

<TABLE>
<CAPTION>
                                                              With-          For All
                                              For             hold           Except
                                              /  /            /  /           /  /
<S>                                           <C>
1.  ELECTION OF DIRECTORS
                                              Charles M. Royce, Donald R. Dwight,
                                              Mark R. Fetting, Richard M. Galkin,
                                              Stephen L. Isaacs and G. Peter O'Brien

                                              Instruction: 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.

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

Please be sure to sign and date this Proxy.   Date:     Mark box at the right         [   ]
                                                        if an address change
                                                        or comment has been
                                                        noted on the reverse
                                                        side of this card.

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

---------------------          ------------------       -----------------
                                                        CONTROL NUMBER:

                                                        -----------------
</TABLE>

NY1 5238966v8
<PAGE>


                           ROYCE MICRO-CAP TRUST, INC.
PROXY                                                                      PROXY
                        7.75% Cumulative Preferred Stock
                           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 7.75% Cumulative Preferred Stock of
the Fund held of record by the undersigned on August 26, 2002 at the Annual
Meeting of Stockholders of Royce Micro-Cap Trust, Inc. to be held on September
30, 2002, and 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
Proposal 1.

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

Please sign exactly as your name(s) appear(s) on other side. 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?

---------------------------         -------------------------------
---------------------------         -------------------------------
---------------------------         -------------------------------

NY1 5238966v8
<PAGE>


X PLEASE MARK VOTES
AS IN THIS EXAMPLE

---------------------------------------------
ROYCE MICRO-CAP TRUST, INC.

---------------------------------------------

<TABLE>
<CAPTION>
                                                              With-          For All
                                              For             hold           Except
                                              /  /            /  /           /   /

<S>                                           <C>
1.  ELECTION OF DIRECTORS
                                              Charles M. Royce, Donald R. Dwight,
                                              Mark R. Fetting, Richard M. Galkin,
                                              Stephen L. Isaacs, William L. Koke,
                                              David L. Meister and G. Peter O'Brien

                                              Instruction: 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.

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

Please be sure to sign and date this Proxy.   Date:     Mark box at the right         [   ]
                                                        if an address change
                                                        or comment has been
                                                        noted on the reverse
                                                        side of this card.

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

---------------------        ------------------         ------------------
                                                        CONTROL NUMBER:

                                                        -----------------
</TABLE>







NY1 5238966v8


</TEXT>
</DOCUMENT>
