SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                          ---------------------------
                                   FORM 8-A
         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
         SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

                            Royce Value Trust, Inc.
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            (Exact Name of Registrant as Specified in its Charter)

              Maryland                               13-3356097
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 (State of Incorporation or Organization) (I.R.S. Employer Identification No.)

1414 Avenue of the Americas, New York, New York               10019
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    (Address of Principal Executive Offices)                (Zip Code)


         If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |X|


         If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |_|


         Securities Act registration statement file number to which this form
relates: 333-107578.


         Securities to be registered pursuant to Section 12(b) of the Act:


         Title of Each Class                   Name of Each Exchange on Which
         to be so Registered                    Each Class is to be Registered
         -------------------                    ------------------------------

5.90% Cumulative Preferred Stock                 New York Stock Exchange


         Securities to be registered pursuant to Section 12(g) of the Act:
         None.



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Item 1.  Description of Registrant's Securities to be Registered.

         The section captioned "Description of Cumulative Preferred Stock" in
the Registrant's form of Preliminary Prospectus filed as a part of
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form N-2 (File No. 333-107578), filed with the Securities and Exchange
Commission (the "Commission") on October 2, 2003, is incorporated herein by
reference.


Item 2.  Exhibits.

         The following exhibit has been filed with the Commission:

         (1)   Form of Articles Supplementary defining the rights of
         holders of Cumulative Preferred Stock.*


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*  Incorporated by reference to Exhibit (a)(10) to Pre-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-2 (File
No. 333-107578), filed with the Commission on October 2, 2003.



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                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                     ROYCE VALUE TRUST, INC.
                                     (Registrant)


                                     /s/ John E. Denneen
                                     --------------------------------
                                     By:  John E. Denneen
                                     Title:  Secretary


October 6, 2003

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