<DOCUMENT>
<TYPE>EX-99.J3
<SEQUENCE>14
<FILENAME>efc2-1398_exhibitj3.txt
<TEXT>
                                                                Exhibit (j)(3)




                               AMENDMENT TO THE
                              CUSTODIAN CONTRACT

          AGREEMENT made this      day of          1988 by and between STATE
STREET BANK AND TRUST COMPANY ("Custodian") and ROYCE VALUE TRUST, INC.
(the "Fund").

                               WITNESSETH THAT:

          WHEREAS, the Custodian and the Fund are parties to a Custodian
Contract dated October 20, 1986 (as amended to date, the "Contract") which
governs the terms and conditions under which the Custodian maintains custody
of the securities and other assets of the Fund:

          NOW THEREFORE, the Custodian and the Fund hereby amend the terms of
the Custodian Contract and mutually agree to the following:

          Replace subsection 7) of Section 2.2 Delivery of Securities with the
following new subsection 7):

          7) Upon the sale of such securities for the account of the Fund, to
          the broker or its clearing agent, against a receipt, for examination
          in accordance with "street delivery" custom; provided that in any
          such case, the Custodian shall have no responsibility or liability
          for any loss arising from the delivery of such securities prior to
          receiving payment for such securities except as may arise from the
          Custodian's own negligence or willful misconduct;

          IN WITNESS WHEREOF, each of the parties has caused this Amendment to
be executed in its name and on its behalf by a duly authorized officer as of
the day and year first above written.

ATTEST                                   ROYCE VALUE TRUST, INC.



-------------------------                -------------------------
ATTEST                                   STATE STREET BANK AND TRUST COMPANY



__________________________               By   _________________________
Assistant Secretary                           Vice President


</TEXT>
</DOCUMENT>
