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 AMENDMENT NO. 1 Royce Value Trust, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Maryland 13-3356097 - -------------------------------------------------------------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1414 Avenue of the Americas New York, New York 10019 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become filing pursuant to General effective simultaneously with the Instruction A(c)(1) please check effectiveness of a concurrent the following box. /_/ registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. /_/ 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 ------------------- ------------------------------ 7.30% Tax-Advantaged New York Stock Exchange Cumulative Preferred Stock Securities to be registered pursuant to Section 12(g) of the Act: None. 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 (No. 333-51295), filed with the Securities and Exchange Commission (the "Commission") on April 29, 1998, is incorporated herein by reference. Item 2. Exhibits. The following exhibits have been filed with the Commission: (1) Form of Certificate for Common Stock.(a) (2) Portions of the Articles of Incorporation, as amended, of the Registrant defining the rights of holders of Common Stock.(b) (3) Form of Certificate for 7.30% Tax-Advantaged Cumulative Preferred Stock (the "Cumulative Preferred Stock").(c) (4) Portions of the form of Articles Supplementary defining the rights of holders of Cumulative Preferred Stock.(c) - ---------- (a) Incorporated by reference to Exhibit 4 to the Registrant's Registration Statement on Form N-2 (File No. 811-4875) filed with the Commission on October 15, 1986. (b) Incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form N-2 (File No. 33-9514) filed with the Commission on October 15, 1986, Exhibit 77Q(a) to the Registrant's Semi-Annual Report on Form N-SAR for the six-months ended June 30, 1988, and Exhibit (1)(C) to Amendment No. 4 to the Registrant's Registration Statement on Form N-2 (File No. 33-29748) filed with the Commission on August 14, 1989. (c) Incorporated by reference to Exhibit (d) to the Registrant's Registration Statement on Form N-2 (File No. 333-51295) filed with the Commission on April 29, 1998. 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. Date: May 26, 1998 By: /s/ John E. Denneen Secretary