ROYCE FUND
N-30D, 1996-09-16
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<PAGE>
The Royce Funds
1414 Avenue of the Americas
New York, NY  10019
(212) 355-7311
(800) 221-4268

Dear Stockholder:

	After a left foot start in January, small 
company stocks, as measured by the Russell 2000 
Index, outperformed their large company brethren 
(S&P 500) in February, March, April and May 
(15.2% versus 6.2%), but were unable to continue 
their winning ways in June (-4.1% versus 0.4%).  
June's downturn in performance was the first sign of 
potentially higher volatility for small-cap issues.  In 
fact, the Nasdaq Composite closed the second 
quarter off over 5% from the high it established on 
June 5th, its largest decline since a 13.8% drop in 
the second quarter of 1994.  In spite of June's 
downturn, and because of the February - May 
surge, the Russell 2000 index of small-cap stocks 
won the first half performance derby with a 10.4% 
total return versus a 10.2% total return for the 
large-cap oriented S&P 500.

	Royce Global Services Fund's ("RGS") 
value oriented approach to investing in domestic 
and foreign companies in service industries 
produced a 7.7% return for the first six months.  
This compares to a 7.1% return for the globally 
oriented Morgan Stanley World  Index ("MSWI")

	Currently RGS has approximately $2 million 
in assets and while the Fund's investment history is 
relatively short, we are pleased with its early results. 
Average annual total returns for the Fund over the 
one year and since inception periods (December 15, 
1994) ended June 30, 1996 were 13.0% and 
19.8%, respectively.  We believe that our approach 
of investing in high quality, domestic and foreign 
companies in service industries is an appropriate 
strategy for generating above average results.

 Fireworks In July
 
[Picture of firecracker exploding]

	Louis Pasteur once said, "Chance favors the 
prepared mind."  Although everyone was prepared 
for the fireworks of July 4th, few were prepared for 
the market fireworks which began in June and 
intensified throughout July.  Double digit gains in 
small-cap indices were erased and many investors 
now find themselves starting over at mid-year. 
	
	We view the current pyrotechnics of July 
from the vantage point that these fluctuations are 
inevitable and desirable, and part of the normal 
rhythm of the market.  We are prone to keep 
ourselves at a distance.  This is largely common 
sense--no special preparation  needed. 


Worth Repeating

	To be quoted is flattering.  To quote oneself 
presents the dual risk of boring our readers and 
tooting our own horn.  Nevertheless, we want to 
repeat some of our comments from the 1995 
Annual Report.  (We promise we won't do this 
again.)


In our last report we said:

"An interesting aspect of this five year rise in both stocks
and bonds is the ever increasing participation of individual
investors....In fact, it is that very same demand which is 
believed to ensure future success and prevent any major reversal 
in market fortunes....The suggestion that continued success is 
nearly guaranteed by demand is a scary proposition....We remain
most astonished, not with the magnitude of investor appetite for
stocks, but with the nearly universal assumption of its permanence."

We now think:

 
	In a perverse way, the least informed (the 
purchasing public) now appear to be dictating 
investment policy to those presumed most 
knowledgeable (portfolio managers). Normally 
prudent professionals have taken comfort in the fact 
that the public is pouring money into equity mutual 
funds.  As one of our shareholders commented, 
"The inmates are running the asylum."

Also in the 1995 Annual Report we said: 

"We are certain, particularly in a global economy, that an 
ample supply of securities can be created to meet and even 
exceed investors' demands."

And now:

 
	The $132 billion of new investments in 
equity mutual funds for the first half of 1996 has 
eclipsed the prior annual record set in 1993 ($130 
billion for the full year).  Yet, the dramatic upward 
progress that this commitment was expected to 
produce has not materialized.  A move up in long-
term interest rates and increased corporate insider 
selling activity are partly to blame, as well as a surge 
in  IPO activity.  By late June, roughly 80 new 
offerings a week were producing a fresh supply of 
securities at the rate of approximately $20 billion a 
month.

[Picture of a prospectus cover of Berkshire Hathaway Inc]
 

	One of the most instructive offerings of the 
recent IPO boom was the creation and issuance of 
Berkshire Hathaway Inc. Class B shares.  Berkshire 
Hathaway's Chairman, Warren Buffett, is perhaps 
the best known investor of our time.  Multiple 
warnings on the  front page of the prospectus 
included: "Neither Mr. Buffet nor Mr. Munger 
(Vice Chairman) would currently buy Berkshire 
shares (at the current price), nor would they 
recommend that their families or friends do so" and 
"Berkshire has attempted to assess the current 
demand for  Class B shares and  has tailored the size 
of this offering to fully satisfy that demand (and) 
therefore, buyers hoping to capture quick profits are 
almost certain to be disappointed."  Yet, despite the 
warnings, over $500 million was raised.  Wall 
Street has been successful in creating an ample 
supply of new and secondary offerings to fully 
satisfy demand. However, it provides no similar 
"warning labels."

Additionally we said: 

"The magnitude of the decline in interest rates is
virtually not repeatable.  Consequently, a further
decline in interest rates will not have the same 
favorable impact on stock prices, no matter how bullish
one is on rates."

And now:

	The consensus expectations of lower rates 
(then at 6%) in an election year have proved to be 
wrong.  Long-term government bond yields rose by 
over 20% in the first half to a current yield of over 
7.0%.  While this surprise has not ended the party, 
it's getting hard to find the punch bowl.


And finally we said:

"The Next Five Years Will Be Different! It's not likely
that the next five years will rival the previous five in
terms of ideal wind conditions or spectacular performance.
History tells us that periods of high valuation and high
return are usually followed by periods of lower, less dynamic
returns.... We see no reason why performance should not revert
to the mean and thus, a period of lower five year returns is
likely.  Very simply, the last five years were a period in which 
risk and reward were synonymous and one in which risk management
provided virtually no benefit.  It's likely that we have completed
the best five year performance period for this decade."


And now?

	Enough said.


The Value In Value Investing

	A basic premise of value investing is that 
stocks, like other goods and services, should be 
purchased at the most attractive prices possible, 
preferably at a discount to their "intrinsic worth." 
 The reality for most investors is just the 
opposite.  In other words, investor comfort levels 
and, therefore, demand increase when prices rise, 


and diminish as prices decline.  The higher a 
stock rises, the greater the perceived opportunity.

	Value investing, on the other hand, takes 
a contrary view to this highly emotional process.  
By systematically reducing risk when others 
ignore it and taking risk when it is feared, one can 
capitalize on valuation discrepancies 
(opportunities) which develop from time to time. 
 The greatest risk that the value investor 
confronts is the loss of either patience or 
discipline when faced with the prospect of being 
out-of-sync with the market.  The value in 
"value investing" is to provide a coherent 
system for rational decision making ... the 
purpose of which is to compound wealth while 
minimizing risk.  Its basic premise is that the 
price one pays for an investment makes a 
significant difference in the return one receives.  


What We Do

[Picture of a scale balancing a dollar sign and a factory] 

 	Royce Global Services Fund uses a risk-
averse approach to invest in domestic and foreign 
common in service industries.  Service industries 
include banking, insurance, securities, investment 
management, advertising, publishing, consulting, 
communication, etc.  Experience tells us that 
paying attention to risk does not diminish long-
term results, although individual market phases 
may not always confirm this.  

	Our approach attempts to understand and 
value an company's private worth - what we 
believe an enterprise would sell for in a private 
transaction between rational parties.  The price 
we will pay for a security must be significantly 
under our appraisal of its private worth.  The 
consistent use of this discipline, applied to less 
well-known securities, is the source of our 
performance.



Are There Any Real Investors Left?

[Picture of a ticker tape machine]

      The term "investor" denotes a long-term 
supplier of capital.  In contrast, a "speculator" is one 
who takes opportunistic risk in hopes of generating 
quick profits.  In essence, investors expect to get 
paid by the correct assessment of underlying 
business fundamentals, whereas speculators count 
on others (often referred to as greater fools) to buy 
them out profitably.

	In the current bull market, it has become 
very difficult to tell the difference between investors 
and speculators.  For example, what exactly is  
"momentum investing?"  The term seems 
oxymoronic.  While equities represent a permanent 
ownership position in an enterprise, in many fund 
portfolios, they are reviewed and replaced more 
frequently than three month Treasury Bills.  Wall 
Street brokerage firms publish "Buy" and "Sell" 
recommendations based on a company's quarterly 
progress down to the penny per share; and the 
country's largest equity mutual fund lost its star 
manager after a short period of underperformance, 
which may have contributed to the decision by that 
fund's investors to withdraw in excess of $1 billion. 

	Only time and more difficult market 
conditions will separate the true investors from 
disappointed speculators.  Given that we believe 
equities represent long-term interests in 
businesses, the term "investor" suits us just fine.


What  Do We Do Now?

	Given our belief that the next phase of the 
market will include lower equity returns and greater 
volatility -- the need for basic blocking and tackling, 
in the form of commitment, focus and experience, is 
paramount.  We remain committed to investing in 
high quality  companies using absolute valuation 
standards; our focus remains sharp, and exclusively 
on companies in service industries; and our 20+ 
years of investment experience ensures that our 
vigilance and discipline remain constant.  Your 
continued confidence is appreciated.


	Yours faithfully,




Charles M. Royce	      Jack E. Fockler, Jr.
   President		     W. Whitney George
			       Vice Presidents



August 1, 1996




P.S.	Our "new era" fund will wait for the "new 
	 era."


The Russell 2000, S&P 500, and Morgan Stanley World indices are unmanaged and 
include the reinvestment of dividends.  The Nasdaq Composite is an unmanaged 
index.

<PAGE>
	FINANCIAL REVIEW


Period          Total Return	      Average Annual Total Return
1996 (thru 6/30)    7.7%	1-year            13.0%
1995               21.2%        Since Inception*  19.8%

	Royce Global Services Fund
	Value of $10,000 Invested on 12/15/94

[Chart of RGS performance vs. Morgan Stanley World Index] 

* Inception date - December 15, 1994

	The results presented in this Annual Report should not be considered 
representative of the total return from an investment in the Fund today.  They
are provided only to give an historical perspective of the Fund.  The 
investment return and principal value of Fund shares will fluctuate so that 
the shares may be worth more or less than their original cost when redeemed.  
Redemption fees are not included because they apply only to purchases held for 
less than one year.

	The Morgan Stanley World Index is an arithmatic average, weighted by 
market value, of the performance of approximately 1,450 securities listed on 
the stock exchanges of 20 countries including the U.S.A., Europe, Canada, 
Australia, New Zealand and the Far East.  The average company in the index 
has a market capitalization of about $3.5 billion.
 



 

 

<PAGE>
ROYCE GLOBAL SERVICES FUND
Schedule of Investments at June 30, 1996 (unaudited)
COMMON STOCKS- 98.8%

Shares                                                             Value
CONSUMER DURABLES- 4.4%
 1,000     Ethan Allen Interiors Inc.                               $24,750
 1,000     K-Swiss Inc. Cl. A                                        10,875
 5,000     Semi-Tech Corp. *                                         25,000
 1,300     The Singer Company N.V.                                   26,325
                                                                     86,950

CONSUMER STAPLES- 10.6%
   500     Amway Asia Pacific Ltd.                                   15,125
 1,000     Amway Japan Limited                                       24,875
 1,000     Coca-Cola FEMSA, S.A. de C.V. ADS                         28,625
 1,000     Panamerican Beverages Inc.                                44,750
 1,005     South African Brewereies ADR                              29,396
 1,500     Stanhome Inc.                                             39,750
   500     Velcro Industries N.V.                                    27,750
                                                                    210,271

ENERGY- 1.3%
 1,000     J. Ray McDermott, S.A. *                                  25,000

FINANCIAL- 39.4%
Banking - 11.1%
 1,000     Banca Quadrum, S.A. Institucion de Banca Multiple *        5,125
   300     Barclays PLC                                              14,250
 1,000     BHI Corporation                                           14,625
 1,500     Comdisco, Inc.                                            39,938
 2,000     Grupo Financiero Ser Fin S.A. *                           10,250
   700     Mellon Bank Corporation                                   39,900
   625     Oriental Federal Savings Bank                             11,875
 5,000     Pennsylvania Manufacturers Corporation                    85,000
                                                                    220,963

Insurance - 15.9%
 2,000     Alexander & Alexander Services Inc.                       39,500
   300     Aon Corporation                                           15,225
   400     Crawford & Company Cl. A                                   6,800
 1,650     Fremont General Corporation                               37,950
 2,000     PXRE Corporation                                          48,500
 5,000     Willis Corroon Group plc ADR                              59,375
 4,000     Zenith National Insurance Corp.                          109,500
                                                                    316,850

Securities and Investment Management Industries - 12.4%
 1,000     American Express Company                                  44,625
 1,000     C.I. Fund Management Inc.                                  9,485
 2,000     Clemente Global Growth Fund                               16,750
 1,000     Dean Witter, Discover & Co.                               57,250
 2,000     Global Small Cap Fd. Inc. *                               23,500
   300     Invesco plc                                               10,500
 2,000     Japan OTC Equity Fund, Inc.                               17,250
 1,500     The Pioneer Group, Inc.                                   40,125
   900     Piper Jaffray Companies Inc.                              11,250
 5,000     U.S. Global Investors Inc. Cl. A *                        14,375
                                                                    245,110
                                                                    782,923

HEALTH- 4.6%
 5,000     Haemonetics Corporation *                                 91,250

INDUSTRIAL CYCLICALS- 10.6%
 1,000     Concordia Paper (Holdings) Limited *                       7,125
 2,000     Devcon International Corp. *                              18,500
10,000     MK Gold Company *                                         15,000
   700     Nordson Corporation                                       39,550
 2,500     Oregon Steel Mills, Inc.                                  34,375
 3,000     Penn Engineering and Manufacturing Inc. *                 56,968
 2,000     Simpson Manufacturing Co., Inc. *                         40,000
                                                                    211,518

RETAIL- 3.2%
 2,000     InterTAN Inc. *                                           11,500
 9,700     Suzy Shier Ltd. *                                         52,930
                                                                     64,430

SERVICES- 11.2%
   200     Bowne & Co., Inc.                                          4,125
 4,000     Cordiant, Inc. PLC (United Kingdom ADR Tem) *             20,000
 7,000     FCA International Ltd. *                                  11,895
   500     Grupo Televisa, S.A. de C.V. GDS                          15,375
 2,700     The Harper Group                                          52,650
 2,000     Heidemij N.V.                                             20,500
 1,000     Marshall Industries *                                     28,000
 1,700     Sotheby's Holdings, Inc. Cl. A                            24,650
 1,000     Telefonica De Argentina SA ADS                            29,625
   900     Vallen Corporation *                                      15,750
                                                                    222,570

TECHNOLOGY- 5.3%
 3,500     Nam Tai Electronics, Inc.                                 39,812
 5,000     PCD Inc. *                                                66,250
                                                                    106,062

UTILITIES- 4.3%
   500     Telecomunicacoes Brasileiras S.A. - Telebras ADR          34,813
 1,500     Telefonos de Mexico, S.A. de C.V., Cl. L ADS              50,250
                                                                     85,063

MISCELLANEOUS- 3.9%                                                  78,025

           Total Common Stocks
             (Cost $ 1,786,863)                                   1,964,062


CASH AND OTHER ASSETS LESS LIABILITIES- 1.2%                         24,694

NET ASSETS- 100.0%                                               $1,988,756

* Non-income producing.

The abbreviations ADR, ADS, and GDS refer to American Depository Receipt, 
American Depository Share and Global Depository Share, respectively.

Income Tax Information- The cost of total investments for federal income tax 
purposes was $ 1,786,863.  At June 30, 1996, net unrealized appreciation for 
all securities was $ 177,199, consisting of aggregate gross unrealized 
appreciation of $ 272,698 and aggregate gross unrealized depreciation of 
$ 95,499.

The accompanying notes are an integral part of the financial statements.
<PAGE>
ROYCE GLOBAL SERVICES FUND
Statement of Assets and Liabilities at June 30, 1996 (unaudited)

ASSETS:
Investments at value (identified cost $1,786,863)              $1,964,062
Cash                                                               13,986
Receivable for investments sold                                    68,698
Receivable for dividends                                            3,731
Prepaid expenses and other assets                                  11,856
     TOTAL ASSETS                                               2,062,333
                                                          
LIABILITIES:                                              
Payable for investments purchased                                  66,168
Accrued expenses                                                    7,409
     TOTAL LIABILITIES                                             73,577
     NET ASSETS                                                $1,988,756
                                                          
ANALYSIS OF NET ASSETS: 
Net investment loss                                                 ($960)
Accumulated net realized gain on investments                       87,219
Net unrealized appreciation on investments                        177,199
Shares of beneficial interest                                         325
Additional paid-in capital                                      1,724,973
     NET ASSETS                                                $1,988,756
                                                          
PRICING OF SHARES:
Net asset value, offering and redemption price per share
   ($1,988,756 /  324,724 shares outstanding)                       $6.12

STATEMENTS OF CHANGES IN NET ASSETS 
                                             Six Months ended   Year ended
                                               June 30, 1996    December 31,
                                               (unaudited)         1995
From Investment Activities:                 
  Net investment loss                               ($960)        ($7,845)
  Net realized gain on investments                 45,192         169,118
  Net change in unrealized appreciation 
        on investments                             91,061          79,372
      Net increase in net assets 
        resulting from operations                 135,293         240,645
Dividends and Distributions:
  Net realized gain on investments                      0        (119,246)
Capital Share Transactions:
   Net increase in net assets from capital        226,806         990,766
Net Increase in Net Assets                        362,099       1,112,165
Net Assets:                                  
   Beginning of period                          1,626,657         514,492
   End of period                               $1,988,756      $1,626,657


  The accompanying notes are an integral part of the financial statements.
<PAGE>
ROYCE GLOBAL SERVICES FUND
Statement of Operations for the period ended June 30, 1996 (unaudited)
INVESTMENT INCOME:
Income:
   Dividends                                                $13,564
   Interest                                                     135
              Total Income                                   13,699
Expenses:
   Investment advisory fees                                  13,965
   Distribution fees                                          2,327
   Professional fees                                          5,973
   Federal and state registration fees                        2,514
   Custodian and transfer agent fees                          1,600
   Administrative and office facilities expenses                492
   Other expenses                                             4,080
          Total Expenses                                     30,951
          Fees waived by investment adviser and distributor (16,292)
          Net Expenses                                       14,659
          Net Investment Loss                                  (960)
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments                             45,192
Net change in unrealized appreciation on investments         91,061
   Net realized and unrealized gain on investments          136,253
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS       $135,293

Financial Highlights

   This table is presented to show selected data for a share outstanding 
throughout each period, and to assist shareholders in evaluating the Fund's 
performance for the periods presented.

                                Six months                   Period
                                 ended        Year ended     ended
                                June 30, 1996 December 31,  December 31,
                                (unaudited)     1995          1994
Net Asset Value, Beginning of 
Period                            $5.68         $5.06         $5.00
Investment Operations:
   Net investment loss                -             -             -
   Net realized and unrealized 
   gain on investments             0.44          1.07          0.06
Total from investment operations   0.44          1.07          0.06
Dividends and Distributions:
   Net realized gain on investments   -         (0.45)            -
Net Asset Value, End of Period    $6.12         $5.68         $5.06
Total Return                        7.8%         21.2%          1.2%
Ratios/Supplemental Data:
Net Assets, End of Period    $1,988,756    $1,626,657      $514,492
Ratio of Expenses to Average 
Net Assets (a)                     1.57%*        1.97%         1.78%*
Ratio of Net Investment Loss to
Average Net Assets                -0.10%*       -0.58%            0%
Portfolio Turnover Rate              28%          106%            0%
Average Commission Rate Paid+   $0.0576             -             -

(a) Expenses are shown after fee waivers by the investment adviser and 
distributor.  For the period ended June 30, 1996 and for the periods ended 
December 31, 1995 and 1994, the expense ratios before fee waivers would have 
been 3.32%, 3.72%, and 3.69%, respectively.
*Annualized.
+For fiscal years beginning on or after October 1, 1995, the Fund is required 
to disclose its average commission rate paid per share for purchases and sales
of securities.

The accompanying notes are an integral part of the financial statements.
<PAGE>
ROYCE GLOBAL SERVICES FUND
Notes to Financial Statements (unaudited)                         

1.  Summary of Significant Accounting Policies:

     Royce Global Services Fund (the "Fund") is a series of The
Royce Fund (the "Trust"), a diversified open-end management
investment company.  The Trust, originally established as a
business trust under the laws of Massachusetts, converted to a
Delaware business trust at the close of business on June 28, 1996. 
The Fund commenced operations on December 15, 1994.

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of income and expenses during the reporting
period.  Actual results could differ from those estimates.
     
a.  Valuation of investments: 

     Securities listed on an exchange or on the Nasdaq National
Market System are valued on the basis of the last reported sale
prior to the time the valuation is made or, if no sale is reported
for such day, at their bid price for exchange-listed securities and
at the average of their bid and asked prices for Nasdaq securities. 
Quotations are taken from the market where the security is
primarily traded.  Other over-the-counter securities for which
market quotations are readily available are valued at their bid
price.  Securities for which market quotations are not readily
available are valued at their fair value under procedures
established and supervised by the Board of Trustees.  Bonds and
other fixed income securities may be valued by reference to other
securities with comparable ratings, interest rates and maturities,
using established independent pricing services.

b.   Investment transactions and related investment income:

     Investment transactions are accounted for on the trade date
and dividend income is recorded on the ex-dividend date.  Interest
income is recorded on the accrual basis.  Realized gains and losses
from investment transactions and unrealized appreciation and
depreciation are determined on the basis of identified cost for
book and tax purposes.

c.   Taxes:

     As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the Fund is not subject to income
taxes to the extent that it distributes substantially all of its
taxable income for its fiscal year.  The Schedule of Investments
includes information regarding income taxes under the caption
"Income Tax Information".

<PAGE>
ROYCE GLOBAL SERVICES FUND
Notes to Financial Statements (unaudited) (continued)             
     
d.   Distributions:

     Any dividend and capital gain distributions are recorded on
the ex-dividend date and paid annually in December.  These
distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting
principles.  Permanent book and tax basis differences relating to
shareholder distributions will result in reclassification to paid-
in capital and may affect net investment income per share. 
Undistributed investment income may include temporary book and tax
basis differences which will reverse in a subsequent period.  Any
taxable income or gain remaining at fiscal year end is distributed
in the following year.

e.   Repurchase agreements:

     The Fund enters into repurchase agreements with respect to its
portfolio securities solely with State Street Bank and Trust
Company ("SSB&T"), the custodian of its assets.  The Fund restricts
repurchase agreements to maturities of no more than seven days. 
Securities pledged as collateral for repurchase agreements are held
by SSB&T until maturity of the repurchase agreements.  Repurchase
agreements could involve certain risks in the event of default or
insolvency of SSB&T, including possible delays or restrictions upon
the ability of the Fund to dispose of the underlying securities.

f.   Organizational expenses:

     Costs incurred by the Fund in connection with its organization
have been deferred and are being amortized on a straight line basis
over a five-year period from the date of commencement of
operations.

2.   Investment Adviser and Distributor:

     Under the Trust's investment advisory agreement with Quest
Advisory Corp. ("Quest"), advisory fees of $13,965 were voluntarily
waived by Quest for the six months ended June 30, 1996.  The
agreement provides for fees equal to 1.50% per annum of the Fund's
average net assets.  Such fees are computed daily and are payable
monthly to Quest. 

     Quest Distributors, Inc. ("QDI"), the distributor of the
Fund's shares, is an affiliate of Quest.  QDI voluntarily waived
the Fund's distribution fee of $2,327 for the six months ended June
30, 1996.  The distribution agreement provides for maximum fees of
 .25% per annum of the Fund's average net assets.

<PAGE>
ROYCE GLOBAL SERVICES FUND
Notes to Financial Statements (unaudited) (continued)             


3.   Fund Shares:   

     The Board of Trustees has authority to issue an unlimited
number of shares of beneficial interest of the Fund, with a par
value of $.001.  Share transactions were as follows:

                     Six Months ended
                       June 30, 1996         Year ended
                        (unaudited)       December 31, 1995
                     Shares   Amount       Shares   Amount

Sold                 40,515  $238,837     166,855  $892,138

Issued as reinvested 
dividends and
distributions         -        -           21,147   119,060

Redeemed             (2,018)  (12,031)     (3,362)  (20,431)
   

Shares redeemed within one year of purchase are subject to a 1%
redemption fee, payable to the Fund, which is used to offset costs
asssociated with the redemption.


4.   Purchases and Sales of Investment Securities:

     For the six months ended June 30, 1996, the cost of purchases
and the proceeds from sales of investment securities, other than
short-term securities, amounted to $833,027 and $465,930,
respectively.

<PAGE>
At the Special Meeting of Shareholders held on June 26, 1996, Trust 
shareholders approved a conversion of the Trust to a Delaware business 
trust, elected Trustees and ratified the Board's selection of the Trust's 
independent public accountants, and Fund shareholders approved a proposal 
to permit investment in warrants, rights and options.


     Proposal/                  Votes      Votes    Votes Cast  Votes
  Name of Trustee              Cast For   Withheld  Against   Abstained
Convert the Trust to a 
Delaware Business Trust       37,472,360    N/A     845,090   3,121,147

Proposal to change the Fund's
investment policy concerning
warrants, rights and options     256,115    N/A       N/A        N/A

Ratification of independent
public accountants            51,370,026    N/A     442,499   2,816,187

Charles M. Royce              52,309,497 2,319,215    N/A        N/A
Thomas R. Ebright             52,314,207 2,314,505    N/A        N/A
Hubert L. Cafritz             52,219,769 2,408,943    N/A        N/A
Richard M.Galkin              52,305,456 2,323,256    N/A        N/A
Stephen L. Isaacs             52,258,406 2,370,306    N/A        N/A
William L. Koke               52,300,723 2,327,989    N/A        N/A
David L. Meister              52,282,477 2,346,235    N/A        N/A
<PAGE>
POSTSCRIPT:  New Era Definitions

	A by-product of any new era is a change in its 
language.  The use of new words and definitions 
typically signifies the emergence of a new culture.  
For example, the acceptance of popular slang words 
"cool" and "hip" in the '60s ushered in an era known 
as "pop culture." 

	The protracted bull market of the last five 
years has many believing that we have entered into a 
new age of investing.  Just as "bad" came to mean 
"good" in the slang of the '70s, Steve Leuthold, stock 
market researcher and money manager, with further 
corroboration from USA Today "Money Talk" 
columnist, Daniel Kadlec, has suggested, with tongue 
firmly in cheek, that the following "new definitions for 
a new era" have replaced those established by Mr. 
Webster:


	Bear Market: When stocks decline for a week.

	Major Correction: When stocks decline for a day.

	Old-Timer: A person who knows someone who lost money in the 
        stock market.

	Cynic: Anyone reminding you stocks can go down.


	Conservative: Anyone without a margin account.

	Risk: How much you can lose being out of the market.

	Inflation: Historical phenomena that used to adversely affect stocks.

	Contrarian: Someone with nothing to talk about at parties.

	IPO: Instant profit opportunity.

	Short Sale: Temporary condition associated with memory failure.

	Graham & Dodd: Ancient philosophers who believed the book value of a 
        company was too much to pay. It's widely assumed they also believed 
        the world was flat.

	Mutual Fund: A pool of money guaranteed to grow because it has lots 
        of contributors, and you just know that many people can't be wrong.

As conservative cynics, we can only hope that when the current market 
is no longer "hip," it will not find too many people feeling "bad," 
as it was originally defined.


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