<DOCUMENT>
<TYPE>EX-99.A5
<SEQUENCE>7
<FILENAME>efc2-1398_exhibita5.txt
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                                                                Exhibit (a)(5)


                            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 II is hereby further amended by deleting Paragraph 4(c)
thereof in its entirety and inserting the following in lieu thereof:

     4. Voting Rights.

        (c) Right to Vote with Respect to Certain Other Matters

             (1)  So long as any shares of the Cumulative Preferred Stock are
                  outstanding, the Corporation shall not, without the
                  affirmative vote of the holders of two-thirds of the shares
                  of the Cumulative Preferred Stock outstanding at the time,
                  voting separately as one class, amend, alter or repeal the
                  provisions of the Charter, whether by merger, consolidation
                  or otherwise, so as to materially adversely affect any of
                  the contract rights expressly set forth in the Charter of
                  holders of shares of the Cumulative Preferred Stock. The
                  Corporation shall notify Moody's ten Business Days prior to
                  any such vote described above. Unless a higher percentage is
                  provided for under the Charter, the affirmative vote of the
                  holders of a majority of the outstanding shares of Preferred
                  Stock, including the Cumulative Preferred Stock, voting
                  together as a single class, will be required to approve any
                  plan of reorganization adversely affecting such shares or
                  any action requiring a vote of security holders under
                  Section 13(a) of the 1940 Act. For purposes of the preceding
                  sentence, the phrase "vote of the holders of a majority of
                  the outstanding shares of Preferred Stock" shall have the
                  meaning set forth in the 1940 Act. The class vote of holders
                  of shares of Preferred Stock, including the Cumulative
                  Preferred Stock, described above, will be in addition to a
                  separate vote of the requisite percentage of shares of
                  Common Stock and shares of Preferred Stock, voting together
                  as a single class, necessary to authorize the action in
                  question. An increase in the number of authorized shares of
                  Preferred Stock pursuant to the Charter or the issuance of
                  additional shares of any series of Preferred Stock
                  (including the Cumulative Preferred Stock) pursuant to the
                  Charter shall not in and of itself be considered to
                  adversely affect the contract rights of the holders of the
                  Cumulative Preferred Stock.

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             (2)  Notwithstanding the foregoing, and except as otherwise
                  required by the 1940 Act, (i) the holders of outstanding
                  shares of the Cumulative Preferred Stock shall be entitled
                  as a class, to the exclusion of the holders of all other
                  securities, . including other Preferred Stock, Common Stock
                  and other classes of capital stock of the Corporation, to
                  vote on matters affecting the Cumulative Preferred Stock
                  that do not materially adversely affect any of the contract
                  rights of holders of such other securities, including other
                  Preferred Stock, Common Stock and other classes of capital
                  stock of the Corporation, as expressly set forth in the
                  Charter, and (ii) the holders of outstanding shares of the
                  Cumulative Preferred Stock shall not be entitled to vote on
                  matters affecting any other Preferred Stock that do not
                  materially adversely the contract rights of the holders of
                  the Cumulative Preferred Stock, as expressly set forth in
                  the Charter.

     SECOND:  The Articles Supplementary are hereby further amended by adding
new Article III as follows:

                                  ARTICLE III

                       ABILITY OF BOARD OF DIRECTORS TO
                       MODIFY THE ARTICLES SUPPLEMENTARY

                  To the extent permitted by law, the Board of Directors,
                  without the vote of the holders of the Cumulative Preferred
                  Stock or any other capital stock of the Corporation, may
                  amend the provisions of these Articles Supplementary to
                  resolve any inconsistency or ambiguity or to remedy any
                  formal defect so long as the amendment does not materially
                  adversely affect any of the contract rights of holders of
                  the Cumulative Preferred Stock or any other capital stock of
                  the Corporation, as expressly set forth in the Charter, or,
                  if the Corporation has not previously terminated compliance
                  with the provisions hereof with respect to Moody's pursuant
                  to paragraph 7 of Article II hereof, adversely affect the
                  then current rating on the Cumulative Preferred Stock by
                  Moody's.

     THIRD: 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 19th day of
March, 1998.



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     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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