SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                        RULE 23C-2 NOTICE OF INTENTION
                             TO REDEEM SECURITIES

                                      OF

                          ROYCE MICRO-CAP TRUST, INC.
                          1414 Avenue of the Americas
                           New York, New York 10019
                                (800) 221-4268

                                   under the
                        Investment Company Act of 1940
                   Investment Company Act File No. 811-08030

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

(1)  TITLE OF THE CLASS OF SECURITIES OF ROYCE MICRO-CAP TRUST, INC. (THE
"FUND") TO BE REDEEMED:

     7.75% Cumulative Preferred Stock, par value $.001 per share, liquidation
preference $25.00 per share (the "7.75% Preferred Stock").

(2)  THE DATE ON WHICH THE SECURITIES ARE TO BE REDEEMED:

     October 20, 2003.

(3)  THE APPLICABLE PROVISIONS OF THE GOVERNING INSTRUMENT PURSUANT TO WHICH
THE SECURITIES ARE TO BE CALLED OR REDEEMED:

     The shares of the 7.75% Preferred Stock are to be redeemed pursuant to
Article II, paragraph 3(b) of the Fund's Articles Supplementary creating and
fixing the rights of the 7.75% Preferred Stock, the form of which was filed
with the Securities and Exchange Commission on June 20, 1997 as Exhibit (a)3
to Pre-Effective Amendment No. 1 to the Fund's Registration Statement on Form
N-2.

(4)  THE PRINCIPAL AMOUNT OR NUMBER OF SHARES AND THE BASIS UPON WHICH THE
SECURITIES TO BE REDEEMED ARE TO BE SELECTED:

     The Fund intends to redeem all of the outstanding shares (1,600,000) of
the 7.75% Preferred Stock. In order for the Fund to redeem all of the
outstanding shares of the 7.75% Preferred Stock, the Fund must pay the 7.75%
Preferred Stock's aggregate liquidation preference of $40,000,000 plus an
amount equal to accumulated and unpaid dividends (whether or not earned or
declared) on the 7.75% Preferred Stock through the redemption date, without
interest (the "Redemption Price").





     The redemption of the 7.75% Preferred Stock is subject to: (i) the Fund's
issuance of a new series of cumulative preferred stock (the "New Preferred
Stock") and (ii) the Fund's receipt from the underwriters of the New Preferred
Stock of net proceeds at least sufficient to pay the Redemption Price on all
outstanding shares of the 7.75% Preferred Stock ("Sufficient Funds"). In the
event the Fund does not issue the New Preferred Stock or receive Sufficient
Funds from the underwriters of the New Preferred Stock, the Fund will not be
required to redeem the 7.75% Preferred Stock. The Fund will provide notice to
the holders of the 7.75% Preferred Stock in the event the redemption of the
7.75% Preferred Stock is canceled or delayed.

                                   SIGNATURE

     Pursuant to the requirement of Rule 23c-2 of the Investment Company Act
of 1940, the Fund has duly caused this Notice of Intention to Redeem
Securities to be signed on its behalf by the undersigned, duly authorized in
the State of Maryland, on this 17th day of September 2003.

                                            ROYCE MICRO-CAP TRUST, INC.


                                            By:   /s/ Charles M. Royce
                                                 -----------------------------
                                                 Name:   Charles M. Royce
                                                 Title:  President


                                      2