KEMPER SECURITIES TRUST, 497, 1999-10-20

KEMPER SECURITIES TRUST
497, 1999-10-20

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                                 KEMPER EQUITY
                                FUNDS/VALUE STYLE
                       Kemper U.S. Growth and Income Fund

                            SUPPLEMENT TO PROSPECTUS
                             DATED FEBRUARY 1, 1999
                            -------------------------

The  following  text replaces  information  in the section  entitled  "Portfolio
Management" with respect to Kemper U.S. Growth and Income Fund:

Kathleen T.  Millard is the Lead  Portfolio  Manager for Kemper U.S.  Growth and
Income Fund. Ms.  Millard joined Scudder Kemper in 1991 as a portfolio  manager.
She began her investment career in 1983 and has 16 years of investment  industry
experience as a portfolio manager specializing in value portfolios.

Benjamin W. Thorndike is the Portfolio Manager for Kemper U.S. Growth and Income
Fund.  Mr.  Thorndike  joined  Scudder  Kemper in 1983. He began his  investment
career in 1980. Prior to joining Scudder Kemper he was an investment officer for
a bank.

October 20, 1999