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:
[X] Preliminary Proxy Statement
[   ]  Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[  ] Definitive Proxy Statement
[  ] Definitive Additional Materials
[   ]  Soliciting  Material Pursuant to Section 240.14a-11(c)  or
Section 240.14a-12

		    ROYCE VALUE TRUST, INC.
	(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the  Regi
strant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[  ] 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:

[  ] 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:




		   PRELIMINARY PROXY MATERIAL

	    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
		    ROYCE VALUE TRUST, INC.


To the Stockholders of
ROYCE VALUE TRUST, INC.

       NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting   of
Stockholders of ROYCE VALUE TRUST, INC. (the "Fund") will be held
at  the  offices  of the Fund, 1414 Avenue of the  Americas,  New
York,  New York, on April 29, 1997 at 1:00 p.m. (E.T.),  for  the
following purposes:

	  1.    To  elect a board of five directors, three to  be
	  elected by the holders of both the Fund's Common  Stock
	  and  its  8%  Cumulative  Preferred  Stock  ("Preferred
	  Stock") voting together as a single class, and  two  to
	  be  elected only by the holders of the Fund's Preferred
	  Stock.

	  2.    To  approve two changes in the Fund's fundamental
	  investment  policies to permit the  Fund  to  lend  its
	  portfolio  securities and to invest the cash collateral
	  for  such  loans in the restricted shares of registered
	  money market funds.

	  3.   To  ratify  the selection of Ernst  &  Young  LLP  as
	  independent public accountants of the Fund for the  year
	  ending December 31, 1997.

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

      The  Board of Directors has fixed the close of business  on
March  13, 1997 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,  1996  was previously mailed to  stockholders,  and
copies  of  it  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 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).  The 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
March __, 1997



		 ANNUAL MEETING OF STOCKHOLDERS
			       OF
		    ROYCE VALUE TRUST, INC.
		  1414 Avenue of the Americas
		    New York, New York 10019

		    Tuesday, April 29, 1997


		 _____________________________
			PROXY STATEMENT
		 _____________________________


      Accompanying  this Proxy Statement is a  Notice  of  Annual
Meeting  of  Stockholders and a form of  Proxy  for  the  meeting
solicited  on behalf of the directors of Royce Value 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 2 and 3
in  the Notice of Annual Meeting, his or her shares will be voted
accordingly.   If  no  directions are  given,  the  stockholder's
shares  will  be  voted  in  favor of  these  Proposals.   Unless
authority  to vote for all nominees or for an individual  nominee
pursuant  to Proposal 1 is specifically withheld, the Proxy  will
be  voted for the election of all of the persons nominated by the
Board  of  Directors to become directors.  The cost of soliciting
proxies will be borne by the Fund, which 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  and/or  Quest
Advisory  Corp.  ("Quest"), the Fund's  investment  adviser,  may
solicit Proxies personally and by telephone, if deemed desirable.
The  Fund  may  engage the services of a professional  solicitor,
such  as  Shareholder  Communications Corporation,  for  help  in
securing stockholder representation at the meeting.

      On  March 13, 1997, the record date for the meeting,  there
were  26,348,378 shares of Common Stock and 2,400,000  shares  of
Preferred  Stock  of  the  Fund  outstanding.   The  stockholders
entitled  to  vote are those of record on that date.   Shares  of
both the Common Stock and the Preferred Stock are entitled to one
vote  on each item of business at the meeting.  Stockholders vote
at  the Annual 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.  Neither abstentions nor broker  non-
votes are counted in the tabulation of such votes.



      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 and Preferred Stock as of  the
record date
			      Class        Amount and Nature      Percentage
Name and Address of Owner     of Stock     of Ownership           of Class

Yale   University             Common       2,683,151 shares--       10.8%
451 College Street                         Beneficial (sole voting
P.O. Box 1074 Yale Station                 and investment power)
New Haven, CT  06520

Depository Trust Company      Common      ____  shares-Record        __%
Cede & Co.
P.O.  Box  20  Bowling        Preferred   ____  shares-Record        __%
  Green Station
New York, NY 10274


	  SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

		  Common                             Preferred
Proposal          Stockholders                       Stockholders

   1              Common  and Preferred Stockholders, voting together  
		  as a single class, elect 3 directors

						     Preferred Stockholders,  
						     voting as a separate  
						     class, elect 2
						     additional directors

   2              Common  and  Preferred  Stockholders, voting together 
		  as a single class
						     Preferred Stockholders    
						     also vote as a separate
						     class

   3              Common and Preferred Stockholders, voting together as a 
		  single class



	     1. ELECTION OF DIRECTORS (Proposal 1)

     At the meeting, it is proposed to elect five directors, each
director  to  hold  office  until  the  next  Annual  Meeting  of
Stockholders and until his successor shall have been elected  and
qualifies. The holders of both the Common Stock and the Preferred
Stock,  voting together as a single class, are entitled to  elect



three directors. The holders of the Preferred Stock, voting as  a
separate   class,  are  entitled  to  elect  the  remaining   two
directors.   The  Fund's  Board of Directors  has  nominated  the
following  five persons, each of whom has served  as  a  director
since  July  1986,  to  become directors of  the  Fund.   Certain
information  concerning them is set forth below.  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
election as a director.  However, if any of them become unwilling
or unable to serve, the persons named in the accompanying form of
Proxy  will vote for the election of such other persons, if  any,
as the Board of Directors may nominate.

				       Positions With
   Name                         Age    The Fund              Elected By

   Charles M. Royce   ......    57     Director, President   Common and
				       and Treasurer         Preferred

   Thomas R. Ebright ......     52     Director              Preferred only

   Richard M. Galkin ......     58     Director              Common and
							     Preferred

   Stephen L. Isaacs ......     57     Director              Common and
							     Preferred

   David L. Meister  ......     57     Director              Preferred only

      A total of six meetings of the Board of Directors were held
during  the  year  ended  December 31, 1996,  and  each  director
attended 75% or more of the meetings.

      The Board of Directors has an Audit Committee, comprised of
Richard M. Galkin, Stephen L. Isaacs and David L. Meister,  which
is  responsible for recommending the selection and nomination  of
the  independent  auditors of the Fund and for  conducting  post-
audit  reviews  of  the  Fund's  financial  condition  with   the
auditors.  The Audit Committee held two meetings during the  year
ended  December 31, 1996, and each member of the Audit  Committee
attended  both of the meetings.  The Board of Directors does  not
have any other standing committees.

      There are no family relationships between any of the Fund's
directors and officers.

      As  of  the  record date, the Fund's directors beneficially
owned the following shares of its Common Stock:

     Name of Director                  Amount        Percentage of Class

     Charles M. Royce  ............     ____ shares          __%
     Thomas R. Ebright ............     None                 N/A
     


     Richard M. Galkin ............     None                 N/A
     Stephen L. Isaacs ............     None                 N/A
     David L. Meister  ............     None                 N/A

     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  (9  persons)
beneficially  owned ________ shares of the Fund's  Common  Stock,
constituting  __%  of the class, and no shares of  its  Preferred
Stock.

Business Experience

      Set  forth below is certain information as to the principal
business experience of the Fund's directors during the past  five
years.

      Charles M. Royce is the President, Secretary, Treasurer and
sole   director  and  sole  voting  shareholder  of  Quest,   the
investment  adviser  to  the Fund.   He  has  served  as  Quest's
President  and Treasurer for more than 24 years.  Mr. Royce  also
manages  three  private  investment  partnerships  through  Quest
Management  Company ("QMC"), a registered investment adviser,  of
which he is the managing general partner.

      Thomas  R. Ebright has been a Vice President of  Quest  for
more  than  15  years.  He has also been President, Treasurer,  a
director   and   principal  shareholder  of  Royce,   Ebright   &
Associates, Inc., the investment adviser to a series of The Royce
Fund,  since June 1994.  He was a general partner of QMC and  its
predecessor  until June 1994.  Mr. Ebright is also a director  of
Atlantic  Pro  Sports, Inc. and of the Strasburg  Rail  Road  Co.
since  March  1993 and was the President and principal  owner  of
Baltimore Professional Hockey, Inc. until May 1993.

     Richard M. Galkin is a private investor and the President of
Richard    M.   Galkin   Associates,   Inc.,   telecommunications
consultants.

      Stephen  L. Isaacs is an attorney, President of The  Center
for  Health and Social Policy since September 1996 and  President
of  Stephen L. Isaacs Associates, consultants.  He was a Director
of the Columbia University Development Law and Policy Program and
a Professor at Columbia University until August 1996.

      David  L.  Meister  is a consultant in  the  communications
industry.   He  was an executive officer of Digital  Planet  Inc.
from April 1991 to December 1992.

     Mr. Royce is also President and Treasurer of Royce Micro-Cap
Trust,  Inc. ("OTCM"), Royce Global Trust, Inc. ("RGT")  and  The
Royce  Fund  ("TRF"), registered management investment companies.
Messrs.  Royce,  Ebright, Galkin, Isaacs  and  Meister  are  also
directors/trustees  of OTCM and TRF, and Messrs.  Royce,  Galkin,
Isaacs  and  Meister are also directors of RGT.  Mr.  Ebright  is
also  a Vice President of TRF and a Vice President and Treasurer,
and  Mr.  Royce  is  also the sole shareholder and  director  and



Secretary, of Quest Distributors, Inc., the distributor of  TRF's
shares.

      Messrs. Royce and Ebright are "interested persons"  of  the
Fund  within  the meaning of Section 2(a)(19) of  the  Investment
Company Act of 1940.

      In addition to Mr. Royce, three Vice Presidents of the Fund
are also officers of Quest.


Remuneration of Directors and Officers

     Set forth below is the compensation paid by the Fund and the
three  other registered investment companies comprising The Royce
Funds to each director for the year ended December 31, 1996.

			    Aggregate           Total Compensation
			    Compensation From   From the Fund and 
    Director                                    the Fund Other Royce Funds

    Charles M. Royce         $   0                    $   0
    Thomas R. Ebright            0                        0
    Richard M. Galkin         16,000                   64,000
    Stephen L. Isaacs         16,000                   64,000
    David L. Meister          16,000                   64,000

      Each of the Fund's non-affiliated directors receives a base
fee of $10,000 per year plus $1,000 for each meeting of the Board
of   Directors  attended.   No  director  of  the  Fund  received
remuneration  for  services  as a director  for  the  year  ended
December  31,  1996 in addition to or in lieu  of  this  standard
arrangement.


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 a vote FOR all nominees.


	       2.     APPROVAL OF CHANGES IN FUNDAMENTAL POLICIES
		      TO PERMIT THE FUND TO LEND ITS PORTFOLIO
		      SECURITIES AND TO INVEST THE COLLATERAL FOR SUCH  
		      LOANS IN RESTRICTED SHARES OF REGISTERED MONEY 
		      MARKET FUNDS ((PROPOSAL 2)




     Securities Lending Transactions


       The  Fund  is  currently  prohibited  by  its  fundamental
investment  restrictions from making loans  (including  loans  of
portfolio  securities), except to the extent  that  purchases  of
certain  debt obligations are considered loans.  Such fundamental
investment restriction may not be changed without the affirmative
vote  of  the  holders  of a majority of the  Fund's  outstanding
Common  Stock  and Preferred Stock voting together  as  a  single
class  and by the holders of a majority of the Fund's outstanding
Preferred Stock voting as a separate class.  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 Meeting,  adopted  the
following  change  in the Fund's fundamental investment  policies
(new language is underscored):

	  "The Fund may not:

		     8.  Make loans, except for (a) 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,  (b) repurchase agreements  with  any  bank
	  that  is  the  custodian of its  assets  covering  U.S.
	  Treasury  and agency obligations and having a  term  of
	  not  more  than one week, and (c) 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)."

Investing Cash Collateral For Securities Lending Transactions


      The  Fund  also  currently  has the  following  fundamental
investment   policy,  which  may  not  be  changed  without   the
affirmative  vote  of  the holders of a majority  of  the  Fund's
outstanding Common Stock and Preferred Stock voting together as a
single  class  and  by the holders of a majority  of  the  Fund's
outstanding Preferred Stock voting as a separate class:

     "The Fund may not invest in restricted securities."

     It is proposed to change this policy to read in its entirety
as follows:

		"The  Fund  may  not  invest  in  restricted
	  securities  unless such securities are  redeemable
	  shares  issued  by  money market funds  registered
	  under the Investment Company Act of 1940."

      Loans of the Fund's portfolio securities would have  to  be



fully  collateralized by securities issued or guaranteed  by  the
U.S.  Government or its agencies or instrumentalities or by cash.
When  the  collateral is cash, the Fund would be responsible  for
investing it.

      If  the  Fund  is  able  to engage  in  securities  lending
transactions,  it will have the opportunity to invest  such  cash
collateral  in  a  money market fund sponsored by  its  custodian
bank.   Although  the money market fund is registered  under  the
Investment Company Act of 1940, its shares are offered  for  sale
only  in  private placement transactions to certain institutional
investors such as the Fund.  Its shares are not registered  under
the  Securities Act of 1933 and, therefore, constitute restricted
securities.

      Allowing the Fund to invest in the shares of such  a  money
market fund will enable the Fund to realize more income from  its
securities lending transactions.

Vote Required

      The  vote  required for approval of Proposal  2  is  (a)  a
majority  of  the Fund's outstanding shares of Common  Stock  and
Preferred  Stock, voting together as a single class, plus  (b)  a
majority  of  the  Fund's outstanding shares of Preferred  Stock,
voting  as a separate class. Such majorities are computed as  the
lesser  of (i) 67% of the shares of Common Stock and/or Preferred
Stock,  as the case may be, present or represented at the meeting
(assuming  that  more  than 50% of such  shares  are  present  or
represented) or (ii) more than 50% of the outstanding  shares  of
Common Stock and/or Preferred Stock, as the case may be.

The Board of Directors recommends a vote FOR Proposal 2.



		      3. RATIFICATION OF
    SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 3)

     At the meeting, the stockholders will be asked to ratify the
selection by the Board of Directors, including a majority of  the
directors  who  are not "interested persons"  (as  such  term  is
defined in the Investment Company Act of 1940), of Ernst &  Young
LLP,  independent auditors, to serve as the Fund's  auditors  for
the year ending December 31, 1997.

     Ernst & Young LLP has informed the Fund that neither Ernst &
Young  LLP  nor  any of its partners has any direct  or  indirect
financial interest in the Fund except as auditors and independent
public  accountants.   Ernst & Young LLP  served  as  the  Fund's
independent  public accountants for the year ended  December  31,
1996.   Representatives of Ernst & Young LLP are not expected  to
be  present at the meeting, but have been given an opportunity to
make  a statement if they so desire, and will be available should
any matter arise requiring their participation.

Vote Required



      Ratification of the selection of Ernst & Young LLP  as  the
independent   public  accountants  of  the  Fund   requires   the
affirmative vote of a majority of the outstanding shares  of  the
Fund's  Common  Stock and Preferred Stock, voting together  as  a
single  class,  present or represented at the  meeting  (assuming
that more than 50% of the shares are present or represented).

     The Board of Directors recommends a vote FOR Proposal 3.


			4. OTHER BUSINESS

      Management  knows of no business to be brought  before  the
meeting  other  than Proposals 1, 2 and 3 in the  Notice  of  the
Annual 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., the Fund's investment  adviser,  is
located at 1414 Avenue of the Americas, New York, New York 10019.

		     STOCKHOLDER PROPOSALS

      Proposals of stockholders intended to be presented  at  the
Fund's  1998  Annual Meeting of Stockholders must be received  by
the  Fund  by  ________, 1998, 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



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

This Proxy Is Solicited on Behalf of the Board of Directors 

The undersigned, a Common Stockholder of Royce Value Trust, Inc., 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 March 13, 1997, at the Annual Meeting of
Stockholders to be held on April 29, 1997, or 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 Proposals 1, 2 and 3.

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

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



   PLEASE MARK VOTES
 X AS IN THIS EXAMPLE

ROYCE VALUE TRUST, INC.
COMMON STOCK









Please be sure to sign and date this Proxy.   Date 

Stockholder sign here             Co-owner sign here 


1. ELECTION OF DIRECTORS
(Page 2)                                         With-   For All
					   For   hold    Except

Charles M. Royce,
Richard M. Galkin
and Stephen L. Isaacs 

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.

					   For   Against  Abstain
2. PROPOSAL TO APPROVE TWO CHANGES IN THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES.
(Page 4)

3. PROPOSAL TO RATIFY THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
(Page 5)

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







Mark box at right if an address change or comment has been noted
on the reverse side of this card.


RECORD DATE SHARES:



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

This Proxy Is Solicited on Behalf of the Board of Directors 

The undersigned, a Preferred Stockholder of Royce Value Trust, Inc., 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 8% Cumulative Preferred Stock of the Fund 
held of record by the undersigned on March 13, 1997, at the Annual Meeting 
of Stockholders to be held on April 29, 1997, or 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 Proposals 1, 2 and 3.

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

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



  PLEASE MARK VOTES
X AS IN THIS EXAMPLE

ROYCE VALUE TRUST, INC.
   PREFERRED STOCK




Please be sure to sign and date this Proxy.        Date

Stockholder sign here              Co-owner sign here 

1. ELECTION OF DIRECTORS
(Page 2)

					     With-  For All
				       For   hold  Except 

Charles M. Royce, Thomas R. Ebright,
Richard M. Galkin, Stephen L. Isaacs,
and David L. Meister 

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.


					  For   Against Abstain 
2. PROPOSAL TO APPROVE A CHANGE IN THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES.
(Page 4)
				       

3. PROPOSAL TO RATIFY THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
(Page 5)

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

Mark box at right if an address change or comment has been noted
on the reverse side of this card.


RECORD DATE SHARES:



Royce Value Trust, Inc.

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


				   February 28, 1997


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


			Re:  Royce Value Trust, Inc.
			     File No. 811-4870
			     CIK No. 000804116

Ladies and Gentlemen:

      Enclosed  herewith for filing pursuant to Rule 14a-6  under
the  Securities Exchange Act of 1934, as amended, are the  Notice
of  Meeting and Preliminary Proxy Statement and form of proxy, to
be  sent  to stockholders of Royce Value Trust, Inc. (the "Fund")
in connection with the Fund's Annual Meeting scheduled to be held
on April 29, 1997.

     The Proxy Statement covers the election of directors and the
appointment of auditors. It also seeks stockholder approval of  a
change   in   the  Fund's  stated  investment  policy  concerning
restricted securities.

      The Fund expects to mail its definitive proxy materials  to
stockholders promptly after the March 13, 1997 record  date  for
the meeting.

      If  you have any questions or comments with respect to  the
enclosed materials, please contact John E. Denneen at (212)  508-
4578.


				   Sincerely,


				   S/JOHN E. DENNEEN
				   John E. Denneen
				   Secretary