144 1 frm144-1006.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

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OMB Number: 3235-0101

Expires: December 31, 2006

Estimated average burden hours per response . . . . . . . . . 4.47

SEC USE ONLY

DOCUMENT SEQUENCE NO.

CUSIP NUMBER

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

1 (a) NAME OF ISSUER (Please type or print)

(b) IRS IDENT. NO.

(c) S.E.C. FILE NO.

WORK LOCATION

Royce Micro-Cap Trust, Inc.

13-3739778

333-107924

1 (d)

ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

1414 Avenue of the Americas

New York

10019

AREA
CODE

NUMBER

800

221-4268

2 (a)

NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

(b)

IRS IDENT. NO.

(c)

RELATIONSHIP TO ISSUER

(d)

ADDRESS STREET

CITY

STATE

ZIP CODE

Charles M. Royce

N/A

Director and Officer

1414 Avenue of the Americas

New York

10019

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3 (a)

Title of the Class of Securities To Be Sold

(b)

Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities

SEC USE ONLY

(c)

Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))

(d)

Aggregate
Market
Value
(See instr. 3(d))

(e)

Number of Shares
or Other Units
Outstanding
(See instr. 3(e))

(f)

Approximate Date of Sale
(See instr. 3(f))
(MO. DAY YR.)

(g)

Name of Each Securities Exchange
(See instr. 3(g))

Broker-Dealer
File Number

Common

Goldman Sachs & Co.
One New York Plaza, 41^st Floor
New York, NY 10004

102,274

1,530,019 (based on 10/23/06 market close)

22,456,527 (as of 6/30/06 semi-annual report)

10/25/06

NYSE

INSTRUCTIONS:

1.	(a)	Name of issuer	3.	(a)	Title of the class of securities to be sold
	(b)	Issuer's I.R.S. Identification Number		(b)	Name and address of each broker through whom the securities are intended to be sold
	(c)	Issuer's S.E.C. file number, if any		(c)	Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
	(d)	Issuer's address, including zip code		(d)	Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
	(e)	Issuer's telephone number, including area code		(e)	Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
				(f)	Approximate date on which the securities are to be sold
2.	(a)	Name of person for whose account the securities are to be sold		(g)	Name of each securities exchange, if any, on which the securities are intended to be sold
	(b)	Such person's I.R.S. identification number, if such person is an entity
	(c)	Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
	(d)	Such person's address, including zip code

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.

SEC 1147 (01-04)

TABLE I -- SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired (If gift, also give date donor acquired)	Amount of Securities Acquired*	Date of Payment	Nature of Payment
Common	9/1/06 7/11/06 7/11/06 7/11/06 7/11/06 7/11/06	Dividend Reinvestment Gift Gift Gift Gift Gift	Charles M. Royce (12/23/99) Charles M. Royce (12/23/98) Charles M. Royce (4/22/97) Charles M. Royce (2/10/97) Charles M. Royce (12/23/96)	2,274 10,072 20,443 2,000 20,000 47,485	9/1/06 Gift Gift Gift Gift Gift**	Shares issued in reinvestment Gift Gift Gift Gift Gift**

INSTRUCTIONS:

REMARKS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

* Shares held by a charitable foundation established by Mr. Royce and members of his family. Neither Mr. Royce nor any family member has a pecuniary interest in shares held by the charitable foundation.

** Gift of shares from Mr. Royce to a charitable foundation established by Mr. Royce and members of his family. Neither Mr. Royce nor any family member has a pecuniary interest in shares held by the charitable foundation.

If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
N/A	N/A	N/A	N/A	N/A

REMARKS:

INSTRUCTIONS:		ATTENTION:
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.		The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

10/25/06		/s/Charles M. Royce
DATE OF NOTICE		(SIGNATURE)

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (01-04)