SECOND AMENDMENT TO REGISTRAR, TRANSFER AGENCY AND PAYING AGENCY AGREEMENT

                                 EXHIBIT (k)(4)

                                SECOND AMENDMENT
                                       TO
             REGISTRAR, TRANSFER AGENCY AND PAYING AGENCY AGREEMENT






                                                                  Exhibit (k)(4)


                                SECOND AMENDMENT
                                       TO
             REGISTRAR, TRANSFER AGENCY AND PAYING AGENCY AGREEMENT


1.       General Background. In accordance with the Amendment provision in
         Section 11 of the Registrar, Transfer Agency and Paying Agency
         Agreement between State Street Bank and Trust Company (the "Bank") and
         Royce Value Trust, Inc. (the "Fund") dated August 21, 1996, as amended
         by the first amendment thereto, dated May 18, 1998 (collectively the
         "Agreement"), the parties desire to amend the Agreement.

         1.2      This Amendment shall be effective ________ __, 2003 (the
                  "Second Amendment") and all defined terms and definitions in
                  the Agreement shall be the same in the Second Amendment except
                  as specifically revised by this Second Amendment.

2.       Additional Stock. The Fund will be issuing a new series of Cumulative
         Preferred Stock on ________ __, 2003. Section 1.01 of the Agreement is
         hereby deleted in its entirety and the new Section 1.01 below is
         inserted in its place.

         1.01     Subject to the terms and conditions set forth in this
                  Agreement, the Fund hereby employs and appoints the Bank to
                  act as, and the Bank agrees to act as registrar, transfer
                  agent, dividend paying agent and agent in connection with the
                  payment of any redemption or liquidation proceeds for the
                  Fund's authorized and issued shares of its Cumulative
                  Preferred Stock, including its 7.80% Cumulative Preferred
                  Stock, its 7.30% Tax-Advantaged Cumulative Preferred Stock and
                  its     % Cumulative Preferred Stock ("Shares"), as set out in
                  the prospectuses of the Fund offering the sale of the Shares.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of this ___ day of ________, 2003.


EQUISERVE, INC.
EQUISERVE TRUST COMPANY, N.A.                            ROYCE VALUE TRUST, INC.
(as Successors in interest of State Street Bank &
Trust Company)

ON BEHALF OF BOTH ENTITIES:

By:    ____________________________         By:    _____________________________
Name:  ____________________________         Name:  _____________________________
Title: ____________________________         Title: _____________________________