<DOCUMENT>
<TYPE>EX-99.A4
<SEQUENCE>6
<FILENAME>efc2-1398_exhibita4.txt
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                                                                Exhibit (a)(4)



                            ROYCE VALUE TRUST, INC.

                             ARTICLES OF AMENDMENT

      Royce Value Trust, Inc., a Maryland corporation (the "Corporation"),
hereby certifies to the Maryland State Department of Assessments and Taxation
that the Articles Supplementary to the Corporation's Articles of Incorporation
relating to the Corporation's 8% Cumulative Preferred Stock (the "Cumulative
Preferred Stock") (the "Articles Supplementary") are hereby amended in the
manner set forth below.

      FIRST:  Article FIRST of the Articles Supplementary is hereby
amended by deleting it in its entirety and inserting the following in lieu
thereof:

           FIRST:  Pursuant to authority expressly vested in the Board of
           Directors of the Corporation by Articles FIFTH of the Charter of
           the Corporation, the Board of Directors has authorized the issuance
           of a series of 10,000,000 shares of preferred stock, par value
           $.001 per share, of the Corporation designated as the 7.80%
           Cumulative Preferred Stock (the "Cumulative Preferred Stock") and
           has provided for the issuance of shares of such series.

      SECOND: Article 1 of the Articles Supplementary is hereby further
amended by deleting the definition of "Cumulative Preferred Stock" in its
entirety and inserting the following in lieu thereof:

           "Cumulative Preferred Stock" means the 7.80%, Cumulative Preferred
           Stock, par value $.001 per share, of the Corporation.

      THIRD: Article II of the Articles Supplementary is hereby further
amended by deleting paragraph 1 thereof and inserting the following in lieu
thereof:

      1. Dividends.
         ---------

           (a)  Holders of shares of the Cumulative Preferred Stock shall be
                entitled to receive, when, as and if declared by the Board of
                Directors, out of funds legally available therefor, cumulative
                cash dividends at the annual rate of 7.80% per share (computed
                on the basis of a 360-day year consisting of twelve 30-day
                months) of the initial Liquidation Preference of $25.00 per
                share on the Cumulative Preferred Stock and no more, payable
                quarterly on March 23, June 23, September 23 and December 23
                in each year (each a "Dividend Payment Date"), commencing
                March 23, 1998 (or, if any such day is not a Business Day,
                then on the next succeeding Business Day) to holders of record
                of the Cumulative Preferred Stock as they appear on the stock
                register of the Corporation at the close of business on the
                preceding March 6, June 6, September 6 and December 6 (or, if
                any such day is not a Business Day, then on the next
                succeeding Business Day), as the case by be, in preference to
                dividends on shares of Common Stock and any other capital
                stock of the Corporation ranking junior to the


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                Cumulative Preferred Stock in payment of dividends.
                Dividends on shares of the Cumulative Preferred Stock shall
                accumulate from the date on which the first such shares of
                the Cumulative Preferred Stock are originally issued ("Date
                of Original Issue"). Each period beginning on and including
                a Dividend Payment Date (or the Date of Original Issue, in
                the case of the first dividend period after issuance of such
                shares) and ending on but excluding the next succeeding
                Dividend Payment date is referred to herein as a "Dividend
                Period." Dividends on account of arrears for any past
                Dividend Period may be declared and paid at any time,
                without reference to any Dividend Payment Date, to holders
                of record on such date, not exceeding 30 days preceding the
                payment date thereof, as shall be fixed by the Board of
                Directors.

      FOURTH: Article 11 of the Articles Supplementary is hereby further
amended by deleting Paragraph 3(b) thereof in its entirety and inserting the
following in lieu thereof:

      3.   Redemption

           (b) Optional Redemptions.
               --------------------

                Prior to August 15, 2003, the Corporation may, at its option,
                redeem shares of the Cumulative Preferred Stock at the
                Redemption Price per share only if and to the extent that any
                such redemption is necessary, in the judgment of the
                Corporation, to maintain the Corporation's status as a
                regulated investment company under Subchapter M of the Code.
                Commencing August 15, 2003 and at any time and from time to
                time thereafter, the Corporation may, at its option, to the
                extent permitted by the 1940 Act, Maryland law, the Indenture
                and any other agreements in respect of indebtedness of the
                Corporation to which it may be a party or by which it may be
                bound, redeem the Cumulative Preferred Stock in whole or in
                part at the Redemption Price per share.

      FIFTH: Article 11 is hereby further amended by deleting Paragraph 8(b)
thereof in its entirety and inserting the following in lieu thereof:

      8.   Limitation on Incurrence of Additional Indebtedness and Issuance of
           -------------------------------------------------------------------
           Additional Preferred Stock.
           --------------------------

           (b)  So long as any shares of the Cumulative Preferred Stock are
                outstanding, the Corporation may issue and sell additional
                shares of the Cumulative Preferred Stock authorized hereby
                and/or shares of one or more other series of Preferred Stock
                constituting a series of a class of senior securities of the
                Corporation representing stock under Section 18 of the 1940
                Act in addition to the shares of the Cumulative Preferred
                Stock, provided that (i) if the Corporation is using the
                proceeds (net of all offering expenses payable by the
                Corporation) of such additional Preferred Stock to purchase
                all or a portion of the shares of the Cumulative Preferred
                Stock or to


                                       2
<PAGE>


                redeem or otherwise refinance all or a portion of the shares
                of the Cumulative Preferred Stock, any other Preferred Stock
                and/or any indebtedness of the Corporation then outstanding,
                then the Corporation shall, immediately after giving effect
                to the issuance of such additional Preferred Stock and to
                its receipt and application of the proceeds thereof, have an
                "asset coverage" for all senior securities which are stock,
                as defined in Section 18(h) of the 1940 Act, or at least
                250% of the shares of the Cumulative Preferred Stock and all
                other Preferred Stock of the Corporation then outstanding,
                or (ii) if the Corporation is using the proceeds (net of all
                offering expenses payable by the Corporation) of such
                additional Preferred Stock for any other purpose, then the
                Corporation shall, immediately after giving effect to the
                issuance of such additional Preferred Stock and to its
                receipt and application of the proceeds thereof, have an
                "asset coverage" for all senior securities which are stock
                as defined in Section 18(h) of the 1940 Act of at least 300%
                of the shares of the Cumulative Preferred Stock and all
                other Preferred Stock of the Corporation then outstanding,
                and, in the case of either (i) or (ii) above, (iii) no such
                additional Preferred Stock shall have any preference or
                priority over any other Preferred Stock of the Corporation
                upon the distribution of the assets of the Corporation or in
                respect of the payment of dividends.

      SIXTH: The foregoing amendment to the Articles Supplementary was advised
by the Board of Directors and approved by the stockholders of the Corporation.

      IN WITNESS WHEREOF, Royce Value Trust, Inc. has caused these presents to
be signed in its name and on its behalf by a duly authorized officer and
witnessed by its Secretary or Assistant Secretary as of this 2nd day of March,
1998.

      The undersigned acknowledges these Articles of Amendment to be the
corporate act of the Corporation and states that, to the best of his
knowledge, information and belief, the matters and facts set forth herein with
respect to authorization and approval hereof are true in all material respects
and that this statement is made under the penalties of perjury.


                                  ROYCE VALUE TRUST, INC.



                                  /s/  John D. Diederich
                                  -----------------------------
                                  Name:  John D. Diederich
                                  Title: Vice President

Witness:

/s/ John E. Denneen
--------------------------
Name:  John E. Denneen
Title: Secretary



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