Prospectus excerpt:  The 6.00% Cumulative Preferred Stock, initial liquidation preference $25.00 per share (the "Cumulative Preferred Stock") is being offered by Royce Micro-Cap Trust, Inc. (the "Fund"). The Fund is a closed-end diversified management investment company. The Fund's investment goal is long-term capital growth. The Fund normally invests at least 80% of its assets in the equity securities of micro-cap companies.

Dividends on the Cumulative Preferred Stock offered hereby, at the annual rate of 6.00% of the initial liquidation preference of $25.00 per share, are cumulative from the Date of Original Issue thereof and are payable quarterly on March 23, June 23, September 23 and December 23, commencing on December 23, 2003.