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<TYPE>EX-99.A3
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<FILENAME>efc2-1398_exhibita3.txt
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                                                                Exhibit (a)(3)


                            ROYCE VALUE TRUST, INC.

                             ARTICLES OF AMENDMENT

           ROYCE VALUE TRUST, INC., a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certificates to the State Department of Assessments and
Taxation of Maryland, that:

           FIRST: The Corporation's original Articles of Incorporation were
filed on July 1, 1986 and an amendment thereto was filed on June 3, 1988.

           SECOND: The Articles of Incorporation of the corporation are hereby
amended by adding a new paragraph (4) of Articles VI thereof, limiting certain
liabilities of directors and officers of the Corporation, which paragraph (4)
shall read in the entirety as follows:

           "(4) To the fullest extent extent that limitations on the liability
           of directors and officers and permitted by the Maryland General
           Corporation Law (as from time to time amended), no director or
           officer of the Corporation shall have any liability to the
           Corporation shall have any liability to the Corporation or its
           stockholders for money damages. This limitation on liability
           applies to events occurring at the time a person serves as a
           director or officer of the Corporation, whether or not such person
           is a director or officer at the time of any proceeding in which
           liability is asserted. No future amendment to the Articles of
           Incorporation of the Corporation shall affect any right of any
           person under this paragraph (4) based on any event, omission or
           proceeding prior to such amendment."

           THIRD: The Board of Directors of the Corporation on March 14, 1989,
duly adopted a resolution in which was set forth the foregoing amendment to
the Articles of Incorporation, declaring that such amendment of the Articles
of Incorporation as proposed was


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advisable and directing that it be submitted for action thereon to the
stockholders of the Corporation at the Annual Meeting of Stockholders to be
held on April 28, 1989.

           FOURTH: Notice setting forth such amendment of the Articles of
Incorporation and stating that a purpose of the meeting of the stockholders
would be to take action thereon, was given, as required by law, to all
stockholders entitled to vote thereon. The amendment of the Articles of
Incorporation of the Corporation as hereinabove set forth was approved by the
stockholders of the Corporation at such meeting by the stockholders of the
affirmative vote of at least a majority of all the votes entitled to be cast
thereon, as permitted by the Articles of Incorporation of the Corporation.

           FIFTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth has been duly advised by the Board of
Directors and approved by the stockholders of the Corporation


                                       2
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           IN WITNESS WHEREOF, ROYCE VALUE TRUST, INC. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on April 28, 1989.

                                  ROYCE VALUE TRUST, INC.


                                  By  /s/ Charles M. Royce
                                    ----------------------------
                                    Charles M. Royce, President


Witness:

/s/ Leonard F. Wallace
-------------------------------
Leonard F. Wallace, Secretary

           THE UNDERSIGNED, President of Royce Value Trust, Inc., who executed
on behalf of such corporation the foregoing Articles of Amendment, of which
this certificate is made a part, hereby acknowledges, in the name and on
behalf of such corporation, the foregoing Articles of Amendment to be the
corporate act of such corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all material respects, under
the penalties of perjury.

                                  /s/ Charles M. Royce
                                  ----------------------------
                                  Charles M. Royce, President








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