AMENDMENT TO REGISTRAR, TRANSFER AGENCY AND PAYING AGENCY AGREEMENT

                                 EXHIBIT (k)(3)

                                    AMENDMENT
                                       TO
             REGISTRAR, TRANSFER AGENCY AND PAYING AGENCY AGREEMENT






                                                                  Exhibit (k)(3)

                                 FIRST AMENDMENT
                                       TO
             REGISTRAR, TRANSFER AGENCY AND PAYING AGENCY AGREEMENT



1.       General Background. In accordance with the Amendment provision in
         Section 11 of the Registrar, Transfer Agency and Paying Agency
         Agreement between State Street Bank and Trust Company (the "Bank") and
         Royce Micro-Cap Trust, Inc. (the "Fund") dated July 2, 1997, (the
         "Agreement"), the parties desire to amend the Agreement.

         1.2      This Amendment shall be effective ________ __, 2003 (the
                  "Amendment") and all defined terms and definitions in the
                  Agreement shall be the same in the Amendment except as
                  specifically revised by this Amendment.

2.       Additional Stock. The Fund will be issuing a new series of Cumulative
         Preferred Stock on ________ __, 2003. Section 1.01 of the Agreement is
         hereby deleted in its entirety and the new Section 1.01 below is
         inserted in its place.

         1.01     Subject to the terms and conditions set forth in this
                  Agreement, the Fund hereby employs and appoints the Bank to
                  act as, and the Bank agrees to act as registrar, transfer
                  agent, dividend paying agent and agent in connection with the
                  payment of any redemption or liquidation proceeds for the
                  Fund's authorized and issued shares of its Cumulative
                  Preferred Stock, including its 7.75% Cumulative Preferred
                  Stock and its ____% Cumulative Preferred Stock ("Shares"), as
                  set out in the prospectuses of the Fund offering the sale of
                  the Shares.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of this ___ day of ________, 2003.



EQUISERVE, INC.
EQUISERVE TRUST COMPANY, N.A.                       ROYCE MICRO-CAP TRUST, INC.
(as Successors in interest of State Street
Bank & Trust Company)

ON BEHALF OF BOTH ENTITIES:



                                              
By:      ___________________________________        By:      _____________________________________
Name:    ___________________________________        Name:    _____________________________________
Title:   ___________________________________        Title:   _____________________________________