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

February 10, 1998

                        **IMMEDIATE ATTENTION REQUIRED**
                                        
                         SPECIAL MEETING OF STOCKHOLDERS
                         ADJOURNED TO FEBRUARY 25, 1998
                                        
Dear Preferred Stockholder:

The Special Meeting of Stockholders has been adjourned to FEBRUARY 25, 1998,  in
order  to  give Preferred Stockholders additional time to vote.  The  Proposals,
which  require the affirmative vote of two-thirds of the outstanding  shares  of
Preferred Stock, have been overwhelmingly approved by those who have voted.   To
date,  more  than  63% of the outstanding shares of Preferred  Stock  have  been
voted, with 93% and 89% voting in favor of Proposals 1 and 2, respectively.   IN
ORDER TO CONCLUDE THE VOTING, WE MUST RECEIVE YOUR VOTE AS SOON AS POSSIBLE.

Proposal  1  asks  you  as  a Preferred Stockholder to vote  on  increasing  the
frequency of dividend payments from ANNUAL TO QUARTERLY.  As an added incentive,
if  the  Proposal  is approved by Preferred 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!

IF  THE  FUND  DOES  NOT RECEIVE THE NECESSARY ADDITIONAL VOTES  FROM  PREFERRED
STOCKHOLDERS  TO PASS THE PROPOSALS BY FEBRUARY 25, 1998, PREFERRED STOCKHOLDERS
WILL  NOT RECEIVE THE FIRST QUARTERLY DISTRIBUTION, SCHEDULED FOR A RECORD  DATE
OF MARCH 6, 1998, OR THE ADDITIONAL $0.05 PER SHARE.  PLEASE VOTE IMMEDIATELY TO
ENSURE THAT WE MEET THE NECESSARY VOTE REQUIREMENT.

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.

Thank you in advance for your participation.

/s/ Charles M. Royce

CHARLES M. ROYCE
President