KEMPER STATE TAX FREE INCOME SERIES
NSAR-B, 1999-10-27
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<PAGE>      PAGE  1
000 B000000 08/31/99
000 C000000 0000714287
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 KEMPER STATE TAX-FREE INCOME SERIES
001 B000000 811-3657
001 C000000 3125377000
002 A000000 222 SOUTH RIVERSIDE PLAZA
002 B000000 CHICAGO
002 C000000 IL
002 D010000 60606
002 D020000 5808
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 Y
007 B000000  4
007 C010100  1
007 C020100 KEMPER NEW YORK TAX-FREE INCOME FUND
007 C030100 N
007 C010200  2
007 C020200 KEMPER CALIFORNIA TAX-FREE INCOME FUND
007 C030200 N
007 C010300  3
007 C020300 KEMPER FLORIDA TAX-FREE INCOME FUND
007 C030300 N
007 C010400  4
007 C010500  5
007 C020500 KEMPER OHIO TAX-FREE INCOME FUND
007 C030500 N
007 C010600  6
007 C010700  7
007 C010800  8
007 C010900  9
007 C011000 10
007 C011100 11
007 C011200 12
007 C011300 13
007 C011400 14
007 C011500 15
007 C011600 16
007 C011700 17
007 C011800 18
007 C011900 19
007 C012000 20
<PAGE>      PAGE  2
008 A00AA01 SCUDDER KEMPER INVESTMENTS, INC.
008 B00AA01 A
008 C00AA01 801-44899
008 D01AA01 NEW YORK
008 D02AA01 NY
008 D03AA01 10154
008 D04AA01 0100
010 A00AA01 KEMPER DISTRIBUTORS, INC.
010 B00AA01 8-47765
010 C01AA01 CHICAGO
010 C02AA01 IL
010 C03AA01 60606
010 C04AA01 5808
011 A00AA01 KEMPER DISTRIBUTORS, INC.
011 B00AA01 8-47765
011 C01AA01 CHICAGO
011 C02AA01 IL
011 C03AA01 60606
011 C04AA01 5808
012 A00AA01 KEMPER SERVICE COMPANY
012 B00AA01 84-1713
012 C01AA01 KANSAS CITY
012 C02AA01 MO
012 C03AA01 64141
013 A00AA01 ERNST & YOUNG LLP
013 B01AA01 CHICAGO
013 B02AA01 IL
013 B03AA01 60606
014 A00AA01 KEMPER DISTRIBUTORS, INC.
014 B00AA01 8-47765
014 A00AA02 GRUNTAL & CO., INC.
014 B00AA02 8-31022
014 A00AA03 THE GMS GROUP, L.L.C. (A GRUNTAL AFFILIATE)
014 B00AA03 8-23936
014 A00AA04 SCUDDER INVESTOR SERVICES, INC.
014 B00AA04 8-298
014 A00AA05 ZURICH CAPITAL MARKETS
014 B00AA05 8-49827
014 A00AA06 BANK HANDLOWY
014 B00AA06 8-24613
015 A00AA01 STATE STREET BANK AND TRUST COMPANY
015 B00AA01 C
015 C01AA01 BOSTON
015 C02AA01 MA
015 C03AA01 02110
015 E01AA01 X
018  00AA00 Y
019 A00AA00 Y
019 B00AA00   72
019 C00AA00 KEMPERFNDS
020 A000001 DEUTSCHE MORGAN GRENFELL
<PAGE>      PAGE  3
020 B000001 UNKNOWN
020 C000001    117
020 A000002 DEUTSCHE BANK CAPITAL
020 B000002 UNKNOWN
020 C000002     75
020 A000003 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
020 B000003 13-5674085
020 C000003     13
020 A000004 LIT AMERICA, INC.
020 B000004 36-3204392
020 C000004      7
020 A000005 LEHMAN BROTHERS, INC.
020 B000005 13-2518466
020 C000005      1
020 C000006      0
020 C000007      0
020 C000008      0
020 C000009      0
020 C000010      0
021  000000      214
022 A000001 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
022 B000001 13-5674085
022 C000001    279920
022 D000001    291912
022 A000002 PAINEWEBBER INCORPORATED
022 B000002 13-2638166
022 C000002    274408
022 D000002    268307
022 A000003 LEHMAN BROTHERS, INC.
022 B000003 13-2518466
022 C000003    225196
022 D000003    206275
022 A000004 SMITH BARNEY INC.
022 B000004 13-1912900
022 C000004    109418
022 D000004     82326
022 A000005 WILLIAM E. SIMON & SONS MUNICIPAL SECURITIES
022 B000005 22-3017217
022 C000005     85310
022 D000005     90066
022 A000006 GOLDMAN, SACHS & CO.
022 B000006 13-5108880
022 C000006    107321
022 D000006     64641
022 A000007 J.P. MORGAN SECURITIES, INC.
022 B000007 13-3224016
022 C000007     80391
022 D000007     76371
022 A000008 OPPENHEIMER & CO., INC.
022 B000008 13-2798343
022 C000008     60422
<PAGE>      PAGE  4
022 D000008     66384
022 A000009 MORGAN STANLEY DEAN WITTER & CO.
022 B000009 13-2655998
022 C000009     75999
022 D000009     42914
022 A000010 BEAR, STEARNS & CO., INC.
022 B000010 13-3299429
022 C000010     35225
022 D000010     40406
023 C000000    1533162
023 D000000    1585477
024  00AA00 N
026 A000000 Y
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027  000000 Y
029  00AA00 Y
030 A00AA00   2074
030 B00AA00  4.50
030 C00AA00  0.00
031 A00AA00    146
031 B00AA00      0
032  00AA00   1925
033  00AA00      3
034  00AA00 Y
035  00AA00    171
036 A00AA00 N
036 B00AA00      0
037  00AA00 N
038  00AA00      0
039  00AA00 Y
040  00AA00 Y
041  00AA00 Y
045  00AA00 Y
046  00AA00 N
047  00AA00 Y
048  00AA00  0.000
048 A01AA00   250000
048 A02AA00 0.550
048 B01AA00   750000
048 B02AA00 0.520
048 C01AA00  1500000
048 C02AA00 0.500
048 D01AA00  2500000
048 D02AA00 0.480
<PAGE>      PAGE  5
048 E01AA00  2500000
048 E02AA00 0.450
048 F01AA00  2500000
048 F02AA00 0.430
048 G01AA00  2500000
048 G02AA00 0.410
048 H01AA00        0
048 H02AA00 0.000
048 I01AA00        0
048 I02AA00 0.000
048 J01AA00        0
048 J02AA00 0.000
048 K01AA00 12500000
048 K02AA00 0.400
049  00AA00 N
050  00AA00 N
051  00AA00 N
052  00AA00 N
053 A00AA00 N
054 A00AA00 Y
054 B00AA00 Y
054 C00AA00 N
054 D00AA00 N
054 E00AA00 N
054 F00AA00 N
054 G00AA00 N
054 H00AA00 Y
054 I00AA00 N
054 J00AA00 Y
054 K00AA00 N
054 L00AA00 N
054 M00AA00 Y
054 N00AA00 N
054 O00AA00 Y
055 A00AA00 Y
055 B00AA00 N
056  00AA00 Y
057  00AA00 N
058 A00AA00 N
059  00AA00 Y
060 A00AA00 N
060 B00AA00 N
061  00AA00     1000
066 A00AA00 N
067  00AA00 N
068 A00AA00 N
068 B00AA00 N
069  00AA00 N
070 A01AA00 Y
070 A02AA00 N
070 B01AA00 N
<PAGE>      PAGE  6
070 B02AA00 N
070 C01AA00 Y
070 C02AA00 N
070 D01AA00 N
070 D02AA00 N
070 E01AA00 Y
070 E02AA00 Y
070 F01AA00 N
070 F02AA00 N
070 G01AA00 Y
070 G02AA00 Y
070 H01AA00 N
070 H02AA00 N
070 I01AA00 N
070 I02AA00 N
070 J01AA00 Y
070 J02AA00 N
070 K01AA00 N
070 K02AA00 N
070 L01AA00 N
070 L02AA00 N
070 M01AA00 N
070 M02AA00 N
070 N01AA00 N
070 N02AA00 N
070 O01AA00 N
070 O02AA00 N
070 P01AA00 N
070 P02AA00 N
070 Q01AA00 N
070 Q02AA00 N
070 R01AA00 N
070 R02AA00 N
077 A000000 Y
077 B000000 Y
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
<PAGE>      PAGE  7
077 Q030000 Y
078  000000 N
080 A00AA00 ICI MUTUAL INSURANCE COMPANY
080 B00AA00 NATIONAL UNION & CHUBB
080 C00AA00   150000
081 A00AA00 Y
081 B00AA00 244
082 A00AA00 N
082 B00AA00        0
083 A00AA00 N
083 B00AA00        0
084 A00AA00 N
084 B00AA00        0
085 A00AA00 Y
085 B00AA00 N
028 A010100      2068
028 A020100       693
028 A030100         0
028 A040100      2772
028 B010100      1047
028 B020100       556
028 B030100         0
028 B040100      2739
028 C010100      1775
028 C020100       543
028 C030100         0
028 C040100      2774
028 D010100       936
028 D020100       615
028 D030100         0
028 D040100      4004
028 E010100       601
028 E020100       570
028 E030100         0
028 E040100      4546
028 F010100       550
028 F020100       548
028 F030100         0
028 F040100      4448
028 G010100      6977
028 G020100      3525
028 G030100         0
028 G040100     21283
028 H000100      2718
042 A000100   0
042 B000100   0
042 C000100   0
042 D000100   0
042 E000100   0
042 F000100   0
042 G000100   0
<PAGE>      PAGE  8
042 H000100 100
043  000100    130
044  000100    350
062 A000100 Y
062 B000100   0.0
062 C000100   0.0
062 D000100   0.0
062 E000100   0.0
062 F000100   0.0
062 G000100   0.0
062 H000100   0.0
062 I000100   0.0
062 J000100   0.0
062 K000100   0.0
062 L000100   0.0
062 M000100   0.0
062 N000100   0.0
062 O000100  98.4
062 P000100   0.0
062 Q000100   0.0
062 R000100   0.0
063 A000100   0
063 B000100 14.9
064 A000100 N
064 B000100 N
071 A000100    185697
071 B000100    213359
071 C000100    269862
071 D000100   62
072 A000100 12
072 B000100    14807
072 C000100        0
072 D000100        0
072 E000100        0
072 F000100     1505
072 G000100      530
072 H000100        0
072 I000100        0
072 J000100      211
072 K000100        0
072 L000100      136
072 M000100        9
072 N000100        0
072 O000100        0
072 P000100        0
072 Q000100        0
072 R000100       32
072 S000100       10
072 T000100      130
072 U000100        0
072 V000100        0
<PAGE>      PAGE  9
072 W000100       10
072 X000100     2573
072 Y000100        0
072 Z000100    12234
072AA000100     7135
072BB000100     4173
072CC010100        0
072CC020100    19291
072DD010100    11597
072DD020100      637
072EE000100     6490
073 A010100   0.0000
073 A020100   0.0000
073 B000100   0.2600
073 C000100   0.0000
074 A000100       28
074 B000100        0
074 C000100        0
074 D000100   249490
074 E000100        0
074 F000100        0
074 G000100        0
074 H000100        0
074 I000100        0
074 J000100     1166
074 K000100        0
074 L000100     3311
074 M000100        0
074 N000100   253995
074 O000100        0
074 P000100      146
074 Q000100        0
074 R010100        0
074 R020100        0
074 R030100        0
074 R040100      407
074 S000100        0
074 T000100   253442
074 U010100    23080
074 U020100     1726
074 V010100     0.00
074 V020100     0.00
074 W000100   0.0000
074 X000100     6160
074 Y000100        0
075 A000100        0
075 B000100   276483
076  000100     0.00
028 A010200     55924
028 A020200      2453
028 A030200         0
<PAGE>      PAGE  10
028 A040200     43981
028 B010200     68332
028 B020200      2062
028 B030200         0
028 B040200     72783
028 C010200     30527
028 C020200      1958
028 C030200         0
028 C040200     62789
028 D010200     36936
028 D020200      2206
028 D030200         0
028 D040200     42748
028 E010200     31779
028 E020200      2084
028 E030200         0
028 E040200     68774
028 F010200     38708
028 F020200      1987
028 F030200         0
028 F040200     35543
028 G010200    262206
028 G020200     12750
028 G030200         0
028 G040200    326618
028 H000200     11734
042 A000200   0
042 B000200   0
042 C000200   0
042 D000200   0
042 E000200   0
042 F000200   0
042 G000200   0
042 H000200 100
043  000200    319
044  000200    800
062 A000200 Y
062 B000200   0.0
062 C000200   0.0
062 D000200   0.0
062 E000200   0.0
062 F000200   0.0
062 G000200   0.0
062 H000200   0.0
062 I000200   0.0
062 J000200   0.0
062 K000200   0.0
062 L000200   0.0
062 M000200   0.0
062 N000200   0.0
062 O000200  97.1
<PAGE>      PAGE  11
062 P000200   0.0
062 Q000200   0.0
062 R000200   0.0
063 A000200   0
063 B000200 14.6
064 A000200 N
064 B000200 N
071 A000200    596900
071 B000200    706217
071 C000200    961930
071 D000200   62
072 A000200 12
072 B000200    53221
072 C000200        0
072 D000200        0
072 E000200        0
072 F000200     5147
072 G000200     1874
072 H000200        0
072 I000200        0
072 J000200      555
072 K000200        0
072 L000200      275
072 M000200       27
072 N000200        0
072 O000200        0
072 P000200        0
072 Q000200        0
072 R000200      116
072 S000200       22
072 T000200      319
072 U000200        0
072 V000200        0
072 W000200       51
072 X000200     8386
072 Y000200        0
072 Z000200    44835
072AA000200    21222
072BB000200    17976
072CC010200        0
072CC020200    56400
072DD010200    43228
072DD020200     1607
072EE000200    17889
073 A010200   0.0000
073 A020200   0.0000
073 B000200   0.1400
073 C000200   0.0000
074 A000200      355
074 B000200        0
074 C000200        0
<PAGE>      PAGE  12
074 D000200   869942
074 E000200        0
074 F000200        0
074 G000200        0
074 H000200        0
074 I000200        0
074 J000200    19618
074 K000200        0
074 L000200    12315
074 M000200        0
074 N000200   902230
074 O000200     4170
074 P000200      512
074 Q000200        0
074 R010200        0
074 R020200        0
074 R030200        0
074 R040200     1610
074 S000200        0
074 T000200   895938
074 U010200   120475
074 U020200     5776
074 V010200     0.00
074 V020200     0.00
074 W000200   0.0000
074 X000200    15344
074 Y000200        0
075 A000200        0
075 B000200  1024349
076  000200     0.00
028 A010300       449
028 A020300       207
028 A030300         0
028 A040300      1469
028 B010300      4739
028 B020300       169
028 B030300         0
028 B040300      3521
028 C010300      1669
028 C020300       169
028 C030300         0
028 C040300      2522
028 D010300       434
028 D020300       197
028 D030300         0
028 D040300      2266
028 E010300       568
028 E020300       185
028 E030300         0
028 E040300      1923
028 F010300       283
<PAGE>      PAGE  13
028 F020300       186
028 F030300         0
028 F040300      3182
028 G010300      8142
028 G020300      1113
028 G030300         0
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028 H000300      2420
042 A000300   0
042 B000300   0
042 C000300   0
042 D000300   0
042 E000300   0
042 F000300   0
042 G000300   0
042 H000300 100
043  000300     57
044  000300    141
062 A000300 Y
062 B000300   0.0
062 C000300   0.0
062 D000300   0.0
062 E000300   0.0
062 F000300   0.0
062 G000300   0.0
062 H000300   0.0
062 I000300   0.0
062 J000300   0.0
062 K000300   0.0
062 L000300   0.0
062 M000300   0.0
062 N000300   0.0
062 O000300 100.2
062 P000300   0.0
062 Q000300   0.0
062 R000300   0.0
063 A000300   0
063 B000300 13.6
064 A000300 N
064 B000300 N
071 A000300     52902
071 B000300     63032
071 C000300     93723
071 D000300   56
072 A000300 12
072 B000300     5619
072 C000300        0
072 D000300        0
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<PAGE>      PAGE  14
072 H000300        0
072 I000300        0
072 J000300       66
072 K000300        0
072 L000300       37
072 M000300        5
072 N000300        0
072 O000300        0
072 P000300        0
072 Q000300        0
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072 S000300        5
072 T000300       57
072 U000300        0
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072 X000300      970
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072 Z000300     4649
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072DD020300      287
072EE000300     2248
073 A010300   0.0000
073 A020300   0.0000
073 B000300   0.2200
073 C000300   0.0000
074 A000300       21
074 B000300        0
074 C000300        0
074 D000300    92665
074 E000300        0
074 F000300        0
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074 Q000300        0
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074 R030300        0
074 R040300      206
<PAGE>      PAGE  15
074 S000300        0
074 T000300    92480
074 U010300     8720
074 U020300      796
074 V010300     0.00
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075 A000300        0
075 B000300   107503
076  000300     0.00
028 A010500       340
028 A020500       120
028 A030500         0
028 A040500       998
028 B010500       868
028 B020500        95
028 B030500         0
028 B040500       365
028 C010500       796
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028 C030500         0
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028 D010500       511
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028 D030500         0
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028 E020500        97
028 E030500         0
028 E040500       520
028 F010500       564
028 F020500        94
028 F030500         0
028 F040500       359
028 G010500      3726
028 G020500       598
028 G030500         0
028 G040500      5023
028 H000500      1084
042 A000500   0
042 B000500   0
042 C000500   0
042 D000500   0
042 E000500   0
042 F000500   0
042 G000500   0
042 H000500 100
043  000500    102
044  000500    282
<PAGE>      PAGE  16
062 A000500 Y
062 B000500   0.0
062 C000500   0.0
062 D000500   0.0
062 E000500   0.0
062 F000500   0.0
062 G000500   0.0
062 H000500   0.0
062 I000500   0.0
062 J000500   0.0
062 K000500   0.0
062 L000500   0.0
062 M000500   0.0
062 N000500   0.0
062 O000500  95.3
062 P000500   0.0
062 Q000500   0.0
062 R000500   0.0
063 A000500   0
063 B000500 12.4
064 A000500 N
064 B000500 N
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071 B000500     12950
071 C000500     44808
071 D000500   29
072 A000500 12
072 B000500     2463
072 C000500        0
072 D000500        0
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072 G000500      102
072 H000500        0
072 I000500        0
072 J000500       38
072 K000500        0
072 L000500       10
072 M000500        6
072 N000500        0
072 O000500        0
072 P000500        0
072 Q000500        0
072 R000500       14
072 S000500        3
072 T000500      102
072 U000500        0
072 V000500        0
072 W000500       12
072 X000500      539
072 Y000500        0
<PAGE>      PAGE  17
072 Z000500     1924
072AA000500      254
072BB000500      324
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072DD010500     1429
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072EE000500      183
073 A010500   0.0000
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073 B000500   0.0400
073 C000500   0.0000
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074 B000500        0
074 C000500        0
074 D000500    42761
074 E000500        0
074 F000500        0
074 G000500        0
074 H000500        0
074 I000500        0
074 J000500     1434
074 K000500        0
074 L000500      624
074 M000500        0
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074 O000500        0
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074 Q000500        0
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074 S000500        0
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074 U010500     3041
074 U020500     1459
074 V010500     0.00
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075 B000500    46435
076  000500     0.00
SIGNATURE   PHILIP J. COLLORA
TITLE       V.P. AND SECRETARY


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 011
   <NAME> KEMPER NEW YORK TAX-FREE INCOME FUND - CLASS A
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                          250,018
<INVESTMENTS-AT-VALUE>                         249,490
<RECEIVABLES>                                    4,477
<ASSETS-OTHER>                                      28
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 253,995
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          553
<TOTAL-LIABILITIES>                                553
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       255,326
<SHARES-COMMON-STOCK>                           23,080
<SHARES-COMMON-PRIOR>                           24,133
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (1,529)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (355)
<NET-ASSETS>                                   253,442
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               14,807
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (2,573)
<NET-INVESTMENT-INCOME>                         12,234
<REALIZED-GAINS-CURRENT>                         2,962
<APPREC-INCREASE-CURRENT>                     (19,291)
<NET-CHANGE-FROM-OPS>                          (4,095)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (11,597)
<DISTRIBUTIONS-OF-GAINS>                       (6,097)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            913
<NUMBER-OF-SHARES-REDEEMED>                    (3,003)
<SHARES-REINVESTED>                              1,037
<NET-CHANGE-IN-ASSETS>                        (30,878)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        1,931
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,505
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  2,573
<AVERAGE-NET-ASSETS>                           276,483
<PER-SHARE-NAV-BEGIN>                            11.11
<PER-SHARE-NII>                                    .49
<PER-SHARE-GAIN-APPREC>                          (.63)
<PER-SHARE-DIVIDEND>                             (.49)
<PER-SHARE-DISTRIBUTIONS>                        (.26)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.22
<EXPENSE-RATIO>                                    .88
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 012
   <NAME> KEMPER NEW YORK TAX-FREE INCOME FUND - CLASS B
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                          250,018
<INVESTMENTS-AT-VALUE>                         249,490
<RECEIVABLES>                                    4,477
<ASSETS-OTHER>                                      28
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 253,995
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          553
<TOTAL-LIABILITIES>                                553
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       255,326
<SHARES-COMMON-STOCK>                            1,337
<SHARES-COMMON-PRIOR>                            1,114
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (1,529)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (355)
<NET-ASSETS>                                   253,442
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               14,807
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (2,573)
<NET-INVESTMENT-INCOME>                         12,234
<REALIZED-GAINS-CURRENT>                         2,962
<APPREC-INCREASE-CURRENT>                     (19,291)
<NET-CHANGE-FROM-OPS>                          (4,095)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (486)
<DISTRIBUTIONS-OF-GAINS>                         (295)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            392
<NUMBER-OF-SHARES-REDEEMED>                      (215)
<SHARES-REINVESTED>                                 46
<NET-CHANGE-IN-ASSETS>                        (30,878)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        1,931
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,505
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  2,573
<AVERAGE-NET-ASSETS>                           276,483
<PER-SHARE-NAV-BEGIN>                            11.13
<PER-SHARE-NII>                                    .39
<PER-SHARE-GAIN-APPREC>                          (.64)
<PER-SHARE-DIVIDEND>                             (.39)
<PER-SHARE-DISTRIBUTIONS>                        (.26)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.23
<EXPENSE-RATIO>                                   1.73
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 013
   <NAME> KEMPER NEW YORK TAX-FREE INCOME FUND - CLASS C
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                          250,018
<INVESTMENTS-AT-VALUE>                         249,490
<RECEIVABLES>                                    4,477
<ASSETS-OTHER>                                      28
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 253,995
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          553
<TOTAL-LIABILITIES>                                553
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       255,326
<SHARES-COMMON-STOCK>                              389
<SHARES-COMMON-PRIOR>                              340
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (1,529)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (355)
<NET-ASSETS>                                   253,442
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               14,807
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (2,573)
<NET-INVESTMENT-INCOME>                         12,234
<REALIZED-GAINS-CURRENT>                         2,962
<APPREC-INCREASE-CURRENT>                     (19,291)
<NET-CHANGE-FROM-OPS>                          (4,095)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (151)
<DISTRIBUTIONS-OF-GAINS>                          (98)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             92
<NUMBER-OF-SHARES-REDEEMED>                       (60)
<SHARES-REINVESTED>                                 17
<NET-CHANGE-IN-ASSETS>                        (30,878)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        1,931
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,505
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  2,573
<AVERAGE-NET-ASSETS>                           276,483
<PER-SHARE-NAV-BEGIN>                            11.10
<PER-SHARE-NII>                                    .40
<PER-SHARE-GAIN-APPREC>                          (.63)
<PER-SHARE-DIVIDEND>                             (.40)
<PER-SHARE-DISTRIBUTIONS>                        (.26)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.21
<EXPENSE-RATIO>                                   1.71
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS FINANCIAL
INFORMATION EXTRACTED FROM THE 1999 REPORT TO SHAREHODERS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 021
   <NAME> KEMPER CALIFORNIA TAX-FREE INCOME FUND - CLASS A
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                          854,971
<INVESTMENTS-AT-VALUE>                         869,942
<RECEIVABLES>                                   31,933
<ASSETS-OTHER>                                     355
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 902,230
<PAYABLE-FOR-SECURITIES>                         4,170
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        2,122
<TOTAL-LIABILITIES>                              6,292
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       891,476
<SHARES-COMMON-STOCK>                          120,475
<SHARES-COMMON-PRIOR>                          128,451
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (10,509)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        14,971
<NET-ASSETS>                                   895,938
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               53,221
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (8,386)
<NET-INVESTMENT-INCOME>                         44,835
<REALIZED-GAINS-CURRENT>                         3,246
<APPREC-INCREASE-CURRENT>                     (56,400)
<NET-CHANGE-FROM-OPS>                          (8,319)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (43,228)
<DISTRIBUTIONS-OF-GAINS>                      (17,156)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         46,099
<NUMBER-OF-SHARES-REDEEMED>                   (58,929)
<SHARES-REINVESTED>                              4,854
<NET-CHANGE-IN-ASSETS>                       (128,334)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        3,201
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            5,147
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  8,386
<AVERAGE-NET-ASSETS>                         1,024,349
<PER-SHARE-NAV-BEGIN>                             7.65
<PER-SHARE-NII>                                    .34
<PER-SHARE-GAIN-APPREC>                          (.41)
<PER-SHARE-DIVIDEND>                             (.34)
<PER-SHARE-DISTRIBUTIONS>                        (.14)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.10
<EXPENSE-RATIO>                                    .82
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS FINANCIAL
INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 022
   <NAME> KEMPER CALIFORNIA TAX-FREE INCOME FUND - CLASS B
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                          854,971
<INVESTMENTS-AT-VALUE>                         869,942
<RECEIVABLES>                                   31,933
<ASSETS-OTHER>                                     355
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 902,230
<PAYABLE-FOR-SECURITIES>                         4,170
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        2,122
<TOTAL-LIABILITIES>                              6,292
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       891,476
<SHARES-COMMON-STOCK>                            5,216
<SHARES-COMMON-PRIOR>                            4,633
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (10,509)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        14,971
<NET-ASSETS>                                   895,938
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               53,221
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (8,386)
<NET-INVESTMENT-INCOME>                         44,835
<REALIZED-GAINS-CURRENT>                         3,246
<APPREC-INCREASE-CURRENT>                     (56,400)
<NET-CHANGE-FROM-OPS>                          (8,319)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      (1,417)
<DISTRIBUTIONS-OF-GAINS>                         (666)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          1,639
<NUMBER-OF-SHARES-REDEEMED>                    (1,234)
<SHARES-REINVESTED>                                178
<NET-CHANGE-IN-ASSETS>                       (128,334)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        3,201
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            5,147
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  8,386
<AVERAGE-NET-ASSETS>                         1,024,349
<PER-SHARE-NAV-BEGIN>                             7.66
<PER-SHARE-NII>                                    .28
<PER-SHARE-GAIN-APPREC>                          (.41)
<PER-SHARE-DIVIDEND>                             (.28)
<PER-SHARE-DISTRIBUTIONS>                        (.14)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.11
<EXPENSE-RATIO>                                   1.65
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS FINANCIAL
INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 023
   <NAME> KEMPER CALIFORNIA TAX-FREE INCOME FUND - CLASS C
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                          854,971
<INVESTMENTS-AT-VALUE>                         869,942
<RECEIVABLES>                                   31,933
<ASSETS-OTHER>                                     355
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 902,230
<PAYABLE-FOR-SECURITIES>                         4,170
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        2,122
<TOTAL-LIABILITIES>                              6,292
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       891,476
<SHARES-COMMON-STOCK>                              560
<SHARES-COMMON-PRIOR>                              881
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (10,509)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        14,971
<NET-ASSETS>                                   895,938
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               53,221
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (8,386)
<NET-INVESTMENT-INCOME>                         44,835
<REALIZED-GAINS-CURRENT>                         3,246
<APPREC-INCREASE-CURRENT>                     (56,400)
<NET-CHANGE-FROM-OPS>                          (8,319)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (190)
<DISTRIBUTIONS-OF-GAINS>                          (67)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         17,067
<NUMBER-OF-SHARES-REDEEMED>                   (17,410)
<SHARES-REINVESTED>                                 22
<NET-CHANGE-IN-ASSETS>                       (128,334)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        3,201
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            5,147
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  8,386
<AVERAGE-NET-ASSETS>                         1,024,349
<PER-SHARE-NAV-BEGIN>                             7.60
<PER-SHARE-NII>                                    .28
<PER-SHARE-GAIN-APPREC>                          (.41)
<PER-SHARE-DIVIDEND>                             (.28)
<PER-SHARE-DISTRIBUTIONS>                        (.14)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.05
<EXPENSE-RATIO>                                   1.68
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 031
   <NAME> KEMPER FLORIDA TAX-FREE INCOME FUND - CLASS A
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                           92,785
<INVESTMENTS-AT-VALUE>                          92,665
<RECEIVABLES>                                    2,627
<ASSETS-OTHER>                                      21
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  95,313
<PAYABLE-FOR-SECURITIES>                         2,571
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          262
<TOTAL-LIABILITIES>                              2,833
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        93,260
<SHARES-COMMON-STOCK>                            8,720
<SHARES-COMMON-PRIOR>                            9,461
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (660)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (120)
<NET-ASSETS>                                    92,480
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                5,619
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (970)
<NET-INVESTMENT-INCOME>                          4,649
<REALIZED-GAINS-CURRENT>                           550
<APPREC-INCREASE-CURRENT>                      (7,290)
<NET-CHANGE-FROM-OPS>                          (2,091)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      (4,362)
<DISTRIBUTIONS-OF-GAINS>                       (2,089)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          1,553
<NUMBER-OF-SHARES-REDEEMED>                    (2,625)
<SHARES-REINVESTED>                                331
<NET-CHANGE-IN-ASSETS>                        (15,051)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          982
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              563
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    970
<AVERAGE-NET-ASSETS>                           107,503
<PER-SHARE-NAV-BEGIN>                            10.62
<PER-SHARE-NII>                                    .47
<PER-SHARE-GAIN-APPREC>                          (.68)
<PER-SHARE-DIVIDEND>                             (.47)
<PER-SHARE-DISTRIBUTIONS>                        (.22)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.72
<EXPENSE-RATIO>                                    .88
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 032
   <NAME> KEMPER FLORIDA TAX-FREE INCOME FUND - CLASS B
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                           92,785
<INVESTMENTS-AT-VALUE>                          92,665
<RECEIVABLES>                                    2,627
<ASSETS-OTHER>                                      21
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  95,313
<PAYABLE-FOR-SECURITIES>                         2,571
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          262
<TOTAL-LIABILITIES>                              2,833
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        93,260
<SHARES-COMMON-STOCK>                              667
<SHARES-COMMON-PRIOR>                              602
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (660)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (120)
<NET-ASSETS>                                    92,480
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                5,619
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (970)
<NET-INVESTMENT-INCOME>                          4,649
<REALIZED-GAINS-CURRENT>                           550
<APPREC-INCREASE-CURRENT>                      (7,290)
<NET-CHANGE-FROM-OPS>                          (2,091)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (252)
<DISTRIBUTIONS-OF-GAINS>                         (144)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            232
<NUMBER-OF-SHARES-REDEEMED>                      (182)
<SHARES-REINVESTED>                                 15
<NET-CHANGE-IN-ASSETS>                        (15,051)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          982
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              563
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    970
<AVERAGE-NET-ASSETS>                           107,503
<PER-SHARE-NAV-BEGIN>                            10.60
<PER-SHARE-NII>                                    .39
<PER-SHARE-GAIN-APPREC>                          (.67)
<PER-SHARE-DIVIDEND>                             (.39)
<PER-SHARE-DISTRIBUTIONS>                        (.22)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.71
<EXPENSE-RATIO>                                   1.69
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 033
   <NAME> KEMPER FLORIDA TAX-FREE INCOME FUND - CLASS C
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                           92,785
<INVESTMENTS-AT-VALUE>                          92,665
<RECEIVABLES>                                    2,627
<ASSETS-OTHER>                                      21
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  95,313
<PAYABLE-FOR-SECURITIES>                         2,571
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          262
<TOTAL-LIABILITIES>                              2,833
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        93,260
<SHARES-COMMON-STOCK>                              129
<SHARES-COMMON-PRIOR>                               68
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (660)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (120)
<NET-ASSETS>                                    92,480
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                5,619
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (970)
<NET-INVESTMENT-INCOME>                          4,649
<REALIZED-GAINS-CURRENT>                           550
<APPREC-INCREASE-CURRENT>                      (7,290)
<NET-CHANGE-FROM-OPS>                          (2,091)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (35)
<DISTRIBUTIONS-OF-GAINS>                          (15)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             70
<NUMBER-OF-SHARES-REDEEMED>                       (10)
<SHARES-REINVESTED>                                  1
<NET-CHANGE-IN-ASSETS>                        (15,051)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          982
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              563
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    970
<AVERAGE-NET-ASSETS>                           107,503
<PER-SHARE-NAV-BEGIN>                            10.60
<PER-SHARE-NII>                                    .39
<PER-SHARE-GAIN-APPREC>                          (.67)
<PER-SHARE-DIVIDEND>                             (.39)
<PER-SHARE-DISTRIBUTIONS>                        (.22)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.71
<EXPENSE-RATIO>                                   1.68
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS FINANCIAL
INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 051
   <NAME> KEMPER OHIO TAX-FREE INCOME FUND - CLASS A
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                           41,678
<INVESTMENTS-AT-VALUE>                          42,761
<RECEIVABLES>                                    2,058
<ASSETS-OTHER>                                     146
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  44,965
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          101
<TOTAL-LIABILITIES>                                101
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        44,172
<SHARES-COMMON-STOCK>                            3,041
<SHARES-COMMON-PRIOR>                            3,010
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (391)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         1,083
<NET-ASSETS>                                    44,864
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                2,463
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (539)
<NET-INVESTMENT-INCOME>                          1,924
<REALIZED-GAINS-CURRENT>                          (70)
<APPREC-INCREASE-CURRENT>                      (2,331)
<NET-CHANGE-FROM-OPS>                            (477)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      (1,429)
<DISTRIBUTIONS-OF-GAINS>                         (129)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            388
<NUMBER-OF-SHARES-REDEEMED>                      (449)
<SHARES-REINVESTED>                                 92
<NET-CHANGE-IN-ASSETS>                           1,023
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (148)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              252
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    539
<AVERAGE-NET-ASSETS>                            46,435
<PER-SHARE-NAV-BEGIN>                            10.54
<PER-SHARE-NII>                                    .46
<PER-SHARE-GAIN-APPREC>                          (.53)
<PER-SHARE-DIVIDEND>                             (.46)
<PER-SHARE-DISTRIBUTIONS>                        (.04)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.97
<EXPENSE-RATIO>                                    .94
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS FINANCIAL
INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 052
   <NAME> KEMPER OHIO TAX-FREE INCOME FUND - CLASS B
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                           41,678
<INVESTMENTS-AT-VALUE>                          42,761
<RECEIVABLES>                                    2,058
<ASSETS-OTHER>                                     146
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  44,965
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          101
<TOTAL-LIABILITIES>                                101
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        44,172
<SHARES-COMMON-STOCK>                            1,270
<SHARES-COMMON-PRIOR>                            1,053
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (391)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         1,083
<NET-ASSETS>                                    44,864
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                2,463
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (539)
<NET-INVESTMENT-INCOME>                          1,924
<REALIZED-GAINS-CURRENT>                          (70)
<APPREC-INCREASE-CURRENT>                      (2,331)
<NET-CHANGE-FROM-OPS>                            (477)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (452)
<DISTRIBUTIONS-OF-GAINS>                          (49)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            359
<NUMBER-OF-SHARES-REDEEMED>                      (172)
<SHARES-REINVESTED>                                 30
<NET-CHANGE-IN-ASSETS>                           1,023
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (148)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              252
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    539
<AVERAGE-NET-ASSETS>                            46,435
<PER-SHARE-NAV-BEGIN>                            10.54
<PER-SHARE-NII>                                    .38
<PER-SHARE-GAIN-APPREC>                          (.53)
<PER-SHARE-DIVIDEND>                             (.38)
<PER-SHARE-DISTRIBUTIONS>                        (.04)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.97
<EXPENSE-RATIO>                                   1.74
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL.  ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES.  THIS SCHEDULE CONTAINS FINANCIAL
INFORMATION EXTRACTED FROM THE 1999 ANNUAL REPORT TO SHAREHOLDERS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000714287
<NAME> KEMPER STATE TAX-FREE INCOME SERIES
<SERIES>
   <NUMBER> 053
   <NAME> KEMPER OHIO TAX-FREE INCOME FUND - CLASS C
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-START>                             SEP-01-1998
<PERIOD-END>                               AUG-31-1999
<INVESTMENTS-AT-COST>                           41,678
<INVESTMENTS-AT-VALUE>                          42,761
<RECEIVABLES>                                    2,058
<ASSETS-OTHER>                                     146
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  44,965
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          101
<TOTAL-LIABILITIES>                                101
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        44,172
<SHARES-COMMON-STOCK>                              189
<SHARES-COMMON-PRIOR>                               96
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (391)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         1,083
<NET-ASSETS>                                    44,864
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                2,463
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (539)
<NET-INVESTMENT-INCOME>                          1,924
<REALIZED-GAINS-CURRENT>                          (70)
<APPREC-INCREASE-CURRENT>                      (2,331)
<NET-CHANGE-FROM-OPS>                            (477)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (43)
<DISTRIBUTIONS-OF-GAINS>                           (5)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            115
<NUMBER-OF-SHARES-REDEEMED>                       (25)
<SHARES-REINVESTED>                                  3
<NET-CHANGE-IN-ASSETS>                           1,023
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (148)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              252
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    539
<AVERAGE-NET-ASSETS>                            46,435
<PER-SHARE-NAV-BEGIN>                            10.54
<PER-SHARE-NII>                                    .37
<PER-SHARE-GAIN-APPREC>                          (.53)
<PER-SHARE-DIVIDEND>                             (.37)
<PER-SHARE-DISTRIBUTIONS>                        (.04)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.97
<EXPENSE-RATIO>                                   1.77
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0


</TABLE>


                   REPORT OF INDEPENDENT AUDITORS


Board of Trustees
Kemper Funds


In  planning and performing our audit of the financial statements  of
each  of  the  Kemper Funds listed in Exhibit A attached hereto  (the
"Funds")  for  the period ended as of the date listed  in  Exhibit  A
attached   hereto  ("Report  Date"),  we  considered  their  internal
control, including control activities for safeguarding securities, in
order  to  determine  our  auditing procedures  for  the  purpose  of
expressing our opinion on the financial statements and to comply with
the  requirements of Form N-SAR, not to provide assurance on internal
control.

The  management  of  the Funds is responsible  for  establishing  and
maintaining   internal  control.  In fulfilling this  responsibility,
estimates  and  judgments by management are required  to  assess  the
expected benefits and related costs of controls.  Generally, controls
that  are  relevant to an audit pertain to the entity's objective  of
preparing financial statements for external purposes that are  fairly
presented   in   conformity   with  generally   accepted   accounting
principles.   Those  controls  include  the  safeguarding  of  assets
against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or  fraud
may occur and not be detected.  Also, projection of any evaluation of
internal control to future periods is subject to the risk that it may
become  inadequate  because  of changes in  conditions  or  that  the
effectiveness of the design and operation may deteriorate.

Our  consideration of internal control would not necessarily disclose
all  matters  in  internal control that might be material  weaknesses
under  standards established by the American Institute  of  Certified
Public  Accountants. A material weakness is a condition in which  the
design  or  operation  of  one or more of specific  internal  control
components  does not reduce to a relatively low level the  risk  that
errors or fraud in amounts that would be material in relation to  the
financial  statements being audited may occur  and  not  be  detected
within  a  timely  period  by  employees  in  the  normal  course  of
performing  their  assigned functions. However, we noted  no  matters
involving internal control and its operation, including controls  for
safeguarding  securities, that we consider to be material  weaknesses
as defined above as of Report Date.

This  report is intended solely for the information and  use  of  the
board  of  trustees  and management and the Securities  and  Exchange
Commission.




                                        ERNST & YOUNG LLP

Chicago, Illinois
October 19, 1999






Kemper Funds

                                   Exhibit A

August 31, 1999

Kemper Short-Term U.S. Government Fund

Kemper Floating Rate Fund

Kemper State Tax-Free Income Series -
  Kemper California Tax-Free Income Fund
  Kemper New York Tax-Free Income Fund
  Kemper Florida Tax-Free Income Fund
  Kemper Ohio Tax-Free Income Fund

Kemper Funds Trust -
  Kemper Research Fund
  Kemper Large Company Growth Fund
  Kemper Small Cap Value + Growth Fund








2

N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KSTIS\IMA\nytf_s98

                INVESTMENT MANAGEMENT AGREEMENT

              Kemper State Tax-Free Income Series
                   222 South Riverside Plaza
                    Chicago, Illinois 60606

                                                September 7, 1998

Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154

                Investment Management Agreement
              Kemper New York Tax-Free Income Fund

Ladies and Gentlemen:

KEMPER  STATE  TAX-FREE  INCOME SERIES  (the  "Trust")  has  been
established  as a Massachusetts business trust to engage  in  the
business  of  an  investment company.  Pursuant  to  the  Trust's
Declaration   of   Trust,  as  amended  from  time-to-time   (the
"Declaration"), the Board of Trustees is authorized to issue  the
Trust's shares of beneficial interest (the "Shares"), in separate
series, or funds. The Board of Trustees has authorized Kemper New
York  Tax-Free Income Fund (the "Fund"). Series may be  abolished
and  dissolved, and additional series established, from  time  to
time by action of the Trustees.

The  Trust, on behalf of the Fund, has selected you to act as the
investment  manager  of  the Fund and to  provide  certain  other
services,  as more fully set forth below, and you have  indicated
that  you  are willing to act as such investment manager  and  to
perform  such services under the terms and conditions hereinafter
set  forth.  Accordingly, the Trust on behalf of the Fund  agrees
with you as follows:

1.    Delivery of Documents. The Trust engages in the business of
investing  and reinvesting the assets of the Fund in  the  manner
and  in  accordance with the investment objectives, policies  and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating  to  the  Fund  included  in  the  Trust's  Registration
Statement  on  Form  N-1A, as amended from  time  to  time,  (the
"Registration Statement") filed by the Trust under the Investment
Company  Act  of  1940,  as amended, (the  "1940  Act")  and  the
Securities  Act  of  1933, as amended. Copies  of  the  documents
referred to in the preceding sentence have been furnished to  you
by  the  Trust.  The  Trust has also furnished  you  with  copies
properly  certified  or authenticated of each  of  the  following
additional documents related to the Trust and the Fund:

     (a)  The Declaration, as amended to date.

     (b)   By-Laws  of the Trust as in effect on the date  hereof
(the "By- Laws").

     (c)  Resolutions  of  the  Trustees of  the  Trust  and  the
          shareholders  of the Fund selecting you  as  investment
          manager and approving the form of this Agreement.

     (d)  Establishment and Designation of Series  of  Shares  of
          Beneficial   Interest  relating   to   the   Fund,   as
          applicable.

The  Trust  will  furnish  you from time  to  time  with  copies,
properly  certified  or authenticated, of all  amendments  of  or
supplements, if any, to the foregoing, including the  Prospectus,
the SAI and the Registration Statement.

2.    Portfolio Management Services. As manager of the assets  of
the  Fund, you shall provide continuing investment management  of
the  assets  of  the  Fund  in  accordance  with  the  investment
objectives, policies and restrictions set forth in the Prospectus
and  SAI;  the  applicable provisions of the  1940  Act  and  the
Internal  Revenue Code of 1986, as amended, (the "Code") relating
to  regulated investment companies and all rules and  regulations
thereunder; and all other applicable federal and state  laws  and
regulations  of  which  you  have knowledge;  subject  always  to
policies  and  instructions  adopted  by  the  Trust's  Board  of
Trustees.  In  connection  therewith, you  shall  use  reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued  thereunder.  The  Fund shall  have  the  benefit  of  the
investment analysis and research, the review of current  economic
conditions   and  trends  and  the  consideration  of  long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act  upon  advice  of counsel to the Trust. You shall  also  make
available  to the Trust promptly upon request all of  the  Fund's
investment  records and ledgers as are necessary  to  assist  the
Trust  in  complying with the requirements of the  1940  Act  and
other  applicable laws. To the extent required by law, you  shall
furnish  to regulatory authorities having the requisite authority
any  information  or  reports  in connection  with  the  services
provided  pursuant to this Agreement which may  be  requested  in
order  to ascertain whether the operations of the Trust are being
conducted  in  a  manner  consistent  with  applicable  laws  and
regulations.

You  shall  determine  the securities, instruments,  investments,
currencies,  repurchase agreements, futures,  options  and  other
contracts  relating  to  investments to  be  purchased,  sold  or
entered  into  by  the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or  others
pursuant  to your determinations and all in accordance with  Fund
policies  as expressed in the Registration Statement.  You  shall
determine what portion of the Fund's portfolio shall be  invested
in  securities and other assets and what portion, if any,  should
be held uninvested.

You  shall  furnish  to  the Trust's Board of  Trustees  periodic
reports  on  the investment performance of the Fund  and  on  the
performance  of your obligations pursuant to this Agreement,  and
you  shall supply such additional reports and information as  the
Trust's officers or Board of Trustees shall reasonably request.

3.    Administrative  Services.  In  addition  to  the  portfolio
management  services  specified above in  section  2,  you  shall
furnish at your expense for the use of the Fund such office space
and  facilities in the United States as the Fund may require  for
its  reasonable needs, and you (or one or more of your affiliates
designated  by  you)  shall  render to the  Trust  administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this  Agreement including, but not limited to, preparing  reports
to  and  meeting materials for the Trust's Board of Trustees  and
reports   and   notices   to   Fund  shareholders;   supervising,
negotiating   contractual  arrangements  with,  to   the   extent
appropriate,  and  monitoring  the  performance  of,   accounting
agents,  custodians, depositories, transfer  agents  and  pricing
agents,  accountants, attorneys, printers, underwriters,  brokers
and dealers, insurers and other persons in any capacity deemed to
be  necessary  or  desirable  to Fund operations;  preparing  and
making  filings with the Securities and Exchange Commission  (the
"SEC")  and  other regulatory and self-regulatory  organizations,
including,  but not limited to, preliminary and definitive  proxy
materials,   post-effective  amendments   to   the   Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to  Rule  24f-2 under the 1940 Act; overseeing the tabulation  of
proxies   by  the  Fund's  transfer  agent;  assisting   in   the
preparation and filing of the Fund's federal, state and local tax
returns;  preparing  and  filing the Fund's  federal  excise  tax
return pursuant to Section 4982 of the Code; providing assistance
with  investor  and  public  relations  matters;  monitoring  the
valuation  of  portfolio securities and the  calculation  of  net
asset  value; monitoring the registration of Shares of  the  Fund
under  applicable federal and state securities laws;  maintaining
or  causing to be maintained for the Fund all books, records  and
reports and any other information required under the 1940 Act, to
the  extent  that  such  books, records  and  reports  and  other
information are not maintained by the Fund's custodian  or  other
agents  of  the  Fund; assisting in establishing  the  accounting
policies  of the Fund; assisting in the resolution of  accounting
issues  that may arise with respect to the Fund's operations  and
consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills  that
have been approved by an authorized person; assisting the Fund in
determining  the amount of dividends and distributions  available
to  be  paid  by  the  Fund  to its shareholders,  preparing  and
arranging  for  the printing of dividend notices to shareholders,
and  providing  the  transfer  and  dividend  paying  agent,  the
custodian, and the accounting agent with such information  as  is
required for such parties to effect the payment of dividends  and
distributions;  and  otherwise assisting  the  Trust  as  it  may
reasonably request in the conduct of the Fund's business, subject
to  the  direction and control of the Trust's Board of  Trustees.
Nothing in this Agreement shall be deemed to shift to you  or  to
diminish  the obligations of any agent of the Fund or  any  other
person  not  a  party  to this Agreement which  is  obligated  to
provide services to the Fund.

4.    Allocation  of  Charges and Expenses. Except  as  otherwise
specifically  provided  in this section  4,  you  shall  pay  the
compensation and expenses of all Trustees, officers and executive
employees  of  the Trust (including the Fund's share  of  payroll
taxes)  who  are  affiliated persons of you, and you  shall  make
available, without expense to the Fund, the services of  such  of
your  directors,  officers and employees as may duly  be  elected
officers  of  the Trust, subject to their individual  consent  to
serve and to any limitations imposed by law. You shall provide at
your  expense  the  portfolio management  services  described  in
section  2  hereof and the administrative services  described  in
section 3 hereof.

You  shall not be required to pay any expenses of the Fund  other
than  those specifically allocated to you in this section  4.  In
particular, but without limiting the generality of the foregoing,
you  shall  not  be  responsible, except to  the  extent  of  the
reasonable  compensation  of  such of  the  Fund's  Trustees  and
officers  as  are directors, officers or employees of  you  whose
services may be involved, for the following expenses of the Fund:
organization  expenses  of  the  Fund  (including  out  of-pocket
expenses,  but  not including your overhead or  employee  costs);
fees   payable  to  you  and  to  any  other  Fund  advisors   or
consultants;  legal  expenses; auditing and accounting  expenses;
maintenance  of  books  and  records which  are  required  to  be
maintained by the Fund's custodian or other agents of the  Trust;
telephone,  telex,  facsimile, postage and  other  communications
expenses;  taxes and governmental fees; fees, dues  and  expenses
incurred  by the Fund in connection with membership in investment
company  trade  organizations; fees and expenses  of  the  Fund's
accounting  agent for which the Trust is responsible pursuant  to
the  terms of the Fund Accounting Services Agreement, custodians,
subcustodians,  transfer agents, dividend disbursing  agents  and
registrars;  payment for portfolio pricing or valuation  services
to pricing agents, accountants, bankers and other specialists, if
any;  expenses  of preparing share certificates  and,  except  as
provided  below in this section 4, other expenses  in  connection
with  the  issuance, offering, distribution, sale, redemption  or
repurchase of securities issued by the Fund; expenses relating to
investor  and public relations; expenses and fees of  registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums  and  other  insurance expense; freight,  insurance  and
other  charges  in  connection with the shipment  of  the  Fund's
portfolio   securities;  the  compensation   and   all   expenses
(specifically  including  travel  expenses  relating   to   Trust
business)  of Trustees, officers and employees of the  Trust  who
are not affiliated persons of you; brokerage commissions or other
costs  of  acquiring or disposing of any portfolio securities  of
the  Fund; expenses of printing and distributing reports, notices
and  dividends to shareholders; expenses of printing and  mailing
Prospectuses and SAIs of the Fund and supplements thereto;  costs
of   stationery;  any  litigation  expenses;  indemnification  of
Trustees  and  officers of the Trust; and costs of  shareholders'
and other meetings.

You  shall not be required to pay expenses of any activity  which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by  a principal underwriter which acts as the distributor of  the
Fund's  Shares  pursuant  to  an  underwriting  agreement   which
provides  that the underwriter shall assume some or all  of  such
expenses,  or  (ii) the Trust on behalf of the  Fund  shall  have
adopted  a plan in conformity with Rule 12b-1 under the 1940  Act
providing  that the Fund (or some other party) shall assume  some
or all of such expenses. You shall be required to pay such of the
foregoing  sales expenses as are not required to be paid  by  the
principal  underwriter pursuant to the underwriting agreement  or
are  not  permitted to be paid by the Fund (or some other  party)
pursuant to such a plan.

5.   Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United  States Dollars on the last day of each month  the  unpaid
balance  of  a fee equal to the excess of (a) 1/12 of  .55  of  1
percent of the average daily net assets as defined below  of  the
Fund for such month; provided that, for any calendar month during
which  the  average of such values exceeds $250,000,000  the  fee
payable  for  that month based on the portion of the  average  of
such  values in excess of $250,000,000 shall be 1/12 of .52 of  1
percent  of  such portion; provided that, for any calendar  month
during  which  the average of such values exceeds $1,000,000,000,
the  fee  payable  for that month based on  the  portion  of  the
average of such values in excess of $1,000,000,000 shall be  1/12
of  .50  of  1  percent of such portion; provided that,  for  any
calendar  month  during which the average of such values  exceeds
$2,500,000,000,  the  fee payable for that  month  based  on  the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .48 of 1 percent of such portion; provided that,
for  any  calendar month during which the average of such  values
exceeds  $5,000,000,000, the fee payable for that month based  on
the  portion  of  the  average  of  such  values  in  excess   of
$5,000,000,000 shall be 1/12 of .45 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such  values  exceeds $7,500,000,000, the fee  payable  for  that
month  based  on  the portion of the average of  such  values  in
excess  of  $7,500,000,000 shall be 1/12 of  .43 of 1 percent  of
such  portion; provided that, for any calendar month during which
the  average  of  such  values exceeds  10,000,000,000,  the  fee
payable  for  that month based on the portion of the  average  of
such values in excess of $10,000,000,000 shall be 1/12 of .41  of
1  percent  of such portion; and provided that, for any  calendar
month   during   which  the  average  of  such   values   exceeds
12,500,000,000,  the  fee payable for that  month  based  on  the
portion   of   the   average  of  such  values   in   excess   of
$12,500,000,000  shall  be  1/12 of .40  of  1  percent  of  such
portion;  over (b) any compensation waived by you  from  time  to
time  (as  more fully described below). You shall be entitled  to
receive  during  any  month such interim  payments  of  your  fee
hereunder  as  you shall request, provided that no  such  payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.

The "average daily net assets" of the Fund shall mean the average
of  the  values placed on the Fund's net assets as of  4:00  p.m.
(New  York time) on each day on which the net asset value of  the
Fund  is determined consistent with the provisions of Rule  22c-1
under  the 1940 Act or, if the Fund lawfully determines the value
of  its net assets as of some other time on each business day, as
of  such  time.  The value of the net assets of  the  Fund  shall
always be determined pursuant to the applicable provisions of the
Declaration  and the Registration Statement. If the determination
of  net  asset value does not take place for any particular  day,
then  for  the purposes of this section 5, the value of  the  net
assets  of the Fund as last determined shall be deemed to be  the
value of its net assets as of 4:00 p.m. (New York time), or as of
such  other  time as the value of the net assets  of  the  Fund's
portfolio  may be lawfully determined on that day.  If  the  Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day  shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.

You  may  waive  all  or  a  portion of your  fees  provided  for
hereunder  and  such waiver shall be treated as  a  reduction  in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver  of  your
fee,  or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.

6.    Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other  investments for the account of the Fund, neither  you  nor
any  of  your  directors, officers or employees shall  act  as  a
principal  or agent or receive any commission. You or your  agent
shall arrange for the placing of all orders for the purchase  and
sale of portfolio securities and other investments for the Fund's
account  with  brokers or dealers selected by you  in  accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of  yours concerning the Shares of the Fund, you shall act solely
as  investment  counsel for such clients and not in  any  way  on
behalf of the Fund.

Your  services to the Fund pursuant to this Agreement are not  to
be  deemed  to  be exclusive and it is understood  that  you  may
render  investment advice, management and services to others.  In
acting   under  this  Agreement,  you  shall  be  an  independent
contractor and not an agent of the Trust. Whenever the  Fund  and
one or more other accounts or investment companies advised by you
have  available  funds for investment, investments  suitable  and
appropriate  for  each  shall  be allocated  in  accordance  with
procedures  believed  by  you to be  equitable  to  each  entity.
Similarly, opportunities to sell securities shall be allocated in
a  manner  believed by you to be equitable. The  Fund  recognizes
that  in some cases this procedure may adversely affect the  size
of the position that may be acquired or disposed of for the Fund.

7.   Limitation of Liability of Manager. As an inducement to your
undertaking  to  render services pursuant to this Agreement,  the
Trust  agrees  that you shall not be liable under this  Agreement
for  any  error  of judgment or mistake of law or  for  any  loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement  shall
be  deemed  to  protect  or purport to protect  you  against  any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,  bad
faith  or gross negligence in the performance of your duties,  or
by  reason  of  your reckless disregard of your  obligations  and
duties hereunder.

8.    Duration and Termination of This Agreement. This  Agreement
shall  remain in force until September 30, 1999, and continue  in
force  from  year to year thereafter, but only so  long  as  such
continuance is specifically approved at least annually (a) by the
vote  of  a majority of the Trustees who are not parties to  this
Agreement  or interested persons of any party to this  Agreement,
cast  in person at a meeting called for the purpose of voting  on
such  approval, and (b) by the Trustees of the Trust, or  by  the
vote  of a majority of the outstanding voting securities  of  the
Fund.   The  aforesaid  requirement  that  continuance  of   this
Agreement be "specifically approved at least annually"  shall  be
construed in a manner consistent with the 1940 Act and the  rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.

This Agreement may be terminated with respect to the Fund at  any
time,  without  the payment of any penalty,  by  the  vote  of  a
majority of the outstanding voting securities of the Fund  or  by
the  Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.

This Agreement may be terminated with respect to the Fund at  any
time  without the payment of any penalty by the Board of Trustees
or  by vote of a majority of the outstanding voting securities of
the  Fund in the event that it shall have been established  by  a
court  of competent jurisdiction that you or any of your officers
or  directors has taken any action which results in a  breach  of
your covenants set forth herein.

9.    Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by  an  instrument  in writing signed by the party  against  whom
enforcement  of  the change, waiver, discharge or termination  is
sought,  and  no amendment of this Agreement shall  be  effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.

10.   Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office  of  the  Secretary of the Commonwealth of  Massachusetts,
provides  that  the  name "Kemper State Tax-Free  Income  Series"
refers  to  the  Trustees under the Declaration  collectively  as
Trustees  and  not  as  individuals or personally,  and  that  no
shareholder of the Fund, or Trustee, officer, employee  or  agent
of  the  Trust, shall be subject to claims against or obligations
of  the  Trust or of the Fund to any extent whatsoever, but  that
the Trust estate only shall be liable.

You  are  hereby  expressly put on notice of  the  limitation  of
liability as set forth in the Declaration and you agree that  the
obligations  assumed by the Trust on behalf of the Fund  pursuant
to  this Agreement shall be limited in all cases to the Fund  and
its  assets,  and  you shall not seek satisfaction  of  any  such
obligation from the shareholders or any shareholder of  the  Fund
or  any  other series of the Trust, or from any Trustee, officer,
employee  or agent of the Trust. You understand that  the  rights
and  obligations  of each Fund, or series, under the  Declaration
are separate and distinct from those of any and all other series.

11.   Miscellaneous. The captions in this Agreement are  included
for  convenience of reference only and in no way define or  limit
any   of   the  provisions  hereof  or  otherwise  affect   their
construction   or   effect.  This  Agreement  may   be   executed
simultaneously in two or more counterparts, each of  which  shall
be deemed an original, but all of which together shall constitute
one and the same instrument.

In interpreting the provisions of this Agreement, the definitions
contained  in  Section  2(a) of the 1940  Act  (particularly  the
definitions of "affiliated person," "assignment" and "majority of
the  outstanding  voting  securities"),  as  from  time  to  time
amended,  shall be applied, subject, however, to such  exemptions
as may be granted by the SEC by any rule, regulation or order.

This Agreement shall be construed in accordance with the laws  of
the  Commonwealth of Massachusetts, provided that nothing  herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.

This  Agreement shall supersede all prior investment advisory  or
management agreements entered into between you and the  Trust  on
behalf of the Fund.

If  you  are in agreement with the foregoing, please execute  the
form of acceptance on the accompanying counterpart of this letter
and  return such counterpart to the Trust, whereupon this  letter
shall become a binding contract effective as of the date of  this
Agreement.

                                   Yours very truly,

                                   KEMPER  STATE TAX-FREE  INCOME
                                   SERIES,  on behalf  of  Kemper
                                   New York Tax-Free Income Fund

                                   By:
                                      President


The foregoing Agreement is hereby accepted as of the date hereof.


                                   SCUDDER   KEMPER  INVESTMENTS,
INC.

                                   By:
                                      Treasurer




1

VPCHI01/#246521.1   10/27/99
                INVESTMENT MANAGEMENT AGREEMENT

              Kemper State Tax-Free Income Series
                   222 South Riverside Plaza
                    Chicago, Illinois 60606

                                                September 7, 1998

Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154

                Investment Management Agreement
             Kemper California Tax-Free Income Fund

Ladies and Gentlemen:

KEMPER  STATE  TAX-FREE  INCOME SERIES  (the  "Trust")  has  been
established  as a Massachusetts business trust to engage  in  the
business  of  an  investment company.  Pursuant  to  the  Trust's
Declaration   of   Trust,  as  amended  from  time-to-time   (the
"Declaration"), the Board of Trustees is authorized to issue  the
Trust's shares of beneficial interest (the "Shares"), in separate
series,  or  funds.  The Board of Trustees has authorized  Kemper
California  Tax-Free  Income Fund (the  "Fund").  Series  may  be
abolished and dissolved, and additional series established,  from
time to time by action of the Trustees.

The  Trust, on behalf of the Fund, has selected you to act as the
investment  manager  of  the Fund and to  provide  certain  other
services,  as more fully set forth below, and you have  indicated
that  you  are willing to act as such investment manager  and  to
perform  such services under the terms and conditions hereinafter
set  forth.  Accordingly, the Trust on behalf of the Fund  agrees
with you as follows:

1.    Delivery of Documents. The Trust engages in the business of
investing  and reinvesting the assets of the Fund in  the  manner
and  in  accordance with the investment objectives, policies  and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating  to  the  Fund  included  in  the  Trust's  Registration
Statement  on  Form  N-1A, as amended from  time  to  time,  (the
"Registration Statement") filed by the Trust under the Investment
Company  Act  of  1940,  as amended, (the  "1940  Act")  and  the
Securities  Act  of  1933, as amended. Copies  of  the  documents
referred to in the preceding sentence have been furnished to  you
by  the  Trust.  The  Trust has also furnished  you  with  copies
properly  certified  or authenticated of each  of  the  following
additional documents related to the Trust and the Fund:

     (a)  The Declaration, as amended to date.

     (b)   By-Laws  of the Trust as in effect on the date  hereof
(the "By- Laws").

     (c)  Resolutions  of  the  Trustees of  the  Trust  and  the
          shareholders  of the Fund selecting you  as  investment
          manager and approving the form of this Agreement.

     (d)  Establishment and Designation of Series  of  Shares  of
          Beneficial   Interest  relating   to   the   Fund,   as
          applicable.

The  Trust  will  furnish  you from time  to  time  with  copies,
properly  certified  or authenticated, of all  amendments  of  or
supplements, if any, to the foregoing, including the  Prospectus,
the SAI and the Registration Statement.

2.    Portfolio Management Services. As manager of the assets  of
the  Fund, you shall provide continuing investment management  of
the  assets  of  the  Fund  in  accordance  with  the  investment
objectives, policies and restrictions set forth in the Prospectus
and  SAI;  the  applicable provisions of the  1940  Act  and  the
Internal  Revenue Code of 1986, as amended, (the "Code") relating
to  regulated investment companies and all rules and  regulations
thereunder; and all other applicable federal and state  laws  and
regulations  of  which  you  have knowledge;  subject  always  to
policies  and  instructions  adopted  by  the  Trust's  Board  of
Trustees.  In  connection  therewith, you  shall  use  reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued  thereunder.  The  Fund shall  have  the  benefit  of  the
investment analysis and research, the review of current  economic
conditions   and  trends  and  the  consideration  of  long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act  upon  advice  of counsel to the Trust. You shall  also  make
available  to the Trust promptly upon request all of  the  Fund's
investment  records and ledgers as are necessary  to  assist  the
Trust  in  complying with the requirements of the  1940  Act  and
other  applicable laws. To the extent required by law, you  shall
furnish  to regulatory authorities having the requisite authority
any  information  or  reports  in connection  with  the  services
provided  pursuant to this Agreement which may  be  requested  in
order  to ascertain whether the operations of the Trust are being
conducted  in  a  manner  consistent  with  applicable  laws  and
regulations.

You  shall  determine  the securities, instruments,  investments,
currencies,  repurchase agreements, futures,  options  and  other
contracts  relating  to  investments to  be  purchased,  sold  or
entered  into  by  the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or  others
pursuant  to your determinations and all in accordance with  Fund
policies  as expressed in the Registration Statement.  You  shall
determine what portion of the Fund's portfolio shall be  invested
in  securities and other assets and what portion, if any,  should
be held uninvested.

You  shall  furnish  to  the Trust's Board of  Trustees  periodic
reports  on  the investment performance of the Fund  and  on  the
performance  of your obligations pursuant to this Agreement,  and
you  shall supply such additional reports and information as  the
Trust's officers or Board of Trustees shall reasonably request.

3.    Administrative  Services.  In  addition  to  the  portfolio
management  services  specified above in  section  2,  you  shall
furnish at your expense for the use of the Fund such office space
and  facilities in the United States as the Fund may require  for
its  reasonable needs, and you (or one or more of your affiliates
designated  by  you)  shall  render to the  Trust  administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this  Agreement including, but not limited to, preparing  reports
to  and  meeting materials for the Trust's Board of Trustees  and
reports   and   notices   to   Fund  shareholders;   supervising,
negotiating   contractual  arrangements  with,  to   the   extent
appropriate,  and  monitoring  the  performance  of,   accounting
agents,  custodians, depositories, transfer  agents  and  pricing
agents,  accountants, attorneys, printers, underwriters,  brokers
and dealers, insurers and other persons in any capacity deemed to
be  necessary  or  desirable  to Fund operations;  preparing  and
making  filings with the Securities and Exchange Commission  (the
"SEC")  and  other regulatory and self-regulatory  organizations,
including,  but not limited to, preliminary and definitive  proxy
materials,   post-effective  amendments   to   the   Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to  Rule  24f-2 under the 1940 Act; overseeing the tabulation  of
proxies   by  the  Fund's  transfer  agent;  assisting   in   the
preparation and filing of the Fund's federal, state and local tax
returns;  preparing  and  filing the Fund's  federal  excise  tax
return pursuant to Section 4982 of the Code; providing assistance
with  investor  and  public  relations  matters;  monitoring  the
valuation  of  portfolio securities and the  calculation  of  net
asset  value; monitoring the registration of Shares of  the  Fund
under  applicable federal and state securities laws;  maintaining
or  causing to be maintained for the Fund all books, records  and
reports and any other information required under the 1940 Act, to
the  extent  that  such  books, records  and  reports  and  other
information are not maintained by the Fund's custodian  or  other
agents  of  the  Fund; assisting in establishing  the  accounting
policies  of the Fund; assisting in the resolution of  accounting
issues  that may arise with respect to the Fund's operations  and
consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills  that
have been approved by an authorized person; assisting the Fund in
determining  the amount of dividends and distributions  available
to  be  paid  by  the  Fund  to its shareholders,  preparing  and
arranging  for  the printing of dividend notices to shareholders,
and  providing  the  transfer  and  dividend  paying  agent,  the
custodian, and the accounting agent with such information  as  is
required for such parties to effect the payment of dividends  and
distributions;  and  otherwise assisting  the  Trust  as  it  may
reasonably request in the conduct of the Fund's business, subject
to  the  direction and control of the Trust's Board of  Trustees.
Nothing in this Agreement shall be deemed to shift to you  or  to
diminish  the obligations of any agent of the Fund or  any  other
person  not  a  party  to this Agreement which  is  obligated  to
provide services to the Fund.

4.    Allocation  of  Charges and Expenses. Except  as  otherwise
specifically  provided  in this section  4,  you  shall  pay  the
compensation and expenses of all Trustees, officers and executive
employees  of  the Trust (including the Fund's share  of  payroll
taxes)  who  are  affiliated persons of you, and you  shall  make
available, without expense to the Fund, the services of  such  of
your  directors,  officers and employees as may duly  be  elected
officers  of  the Trust, subject to their individual  consent  to
serve and to any limitations imposed by law. You shall provide at
your  expense  the  portfolio management  services  described  in
section  2  hereof and the administrative services  described  in
section 3 hereof.

You  shall not be required to pay any expenses of the Fund  other
than  those specifically allocated to you in this section  4.  In
particular, but without limiting the generality of the foregoing,
you  shall  not  be  responsible, except to  the  extent  of  the
reasonable  compensation  of  such of  the  Fund's  Trustees  and
officers  as  are directors, officers or employees of  you  whose
services may be involved, for the following expenses of the Fund:
organization  expenses  of  the  Fund  (including  out  of-pocket
expenses,  but  not including your overhead or  employee  costs);
fees   payable  to  you  and  to  any  other  Fund  advisors   or
consultants;  legal  expenses; auditing and accounting  expenses;
maintenance  of  books  and  records which  are  required  to  be
maintained by the Fund's custodian or other agents of the  Trust;
telephone,  telex,  facsimile, postage and  other  communications
expenses;  taxes and governmental fees; fees, dues  and  expenses
incurred  by the Fund in connection with membership in investment
company  trade  organizations; fees and expenses  of  the  Fund's
accounting  agent for which the Trust is responsible pursuant  to
the  terms of the Fund Accounting Services Agreement, custodians,
subcustodians,  transfer agents, dividend disbursing  agents  and
registrars;  payment for portfolio pricing or valuation  services
to pricing agents, accountants, bankers and other specialists, if
any;  expenses  of preparing share certificates  and,  except  as
provided  below in this section 4, other expenses  in  connection
with  the  issuance, offering, distribution, sale, redemption  or
repurchase of securities issued by the Fund; expenses relating to
investor  and public relations; expenses and fees of  registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums  and  other  insurance expense; freight,  insurance  and
other  charges  in  connection with the shipment  of  the  Fund's
portfolio   securities;  the  compensation   and   all   expenses
(specifically  including  travel  expenses  relating   to   Trust
business)  of Trustees, officers and employees of the  Trust  who
are not affiliated persons of you; brokerage commissions or other
costs  of  acquiring or disposing of any portfolio securities  of
the  Fund; expenses of printing and distributing reports, notices
and  dividends to shareholders; expenses of printing and  mailing
Prospectuses and SAIs of the Fund and supplements thereto;  costs
of   stationery;  any  litigation  expenses;  indemnification  of
Trustees  and  officers of the Trust; and costs of  shareholders'
and other meetings.

You  shall not be required to pay expenses of any activity  which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by  a principal underwriter which acts as the distributor of  the
Fund's  Shares  pursuant  to  an  underwriting  agreement   which
provides  that the underwriter shall assume some or all  of  such
expenses,  or  (ii) the Trust on behalf of the  Fund  shall  have
adopted  a plan in conformity with Rule 12b-1 under the 1940  Act
providing  that the Fund (or some other party) shall assume  some
or all of such expenses. You shall be required to pay such of the
foregoing  sales expenses as are not required to be paid  by  the
principal  underwriter pursuant to the underwriting agreement  or
are  not  permitted to be paid by the Fund (or some other  party)
pursuant to such a plan.

5.   Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United  States Dollars on the last day of each month  the  unpaid
balance  of a fee equal to the excess of  (a) 1/12 of  .55  of  1
percent of the average daily net assets as defined below  of  the
Fund for such month; provided that, for any calendar month during
which  the  average of such values exceeds $250,000,000  the  fee
payable  for  that month based on the portion of the  average  of
such  values in excess of $250,000,000 shall be 1/12 of .52 of  1
percent  of  such portion; provided that, for any calendar  month
during  which  the average of such values exceeds $1,000,000,000,
the  fee  payable  for that month based on  the  portion  of  the
average of such values in excess of $1,000,000,000 shall be  1/12
of  .50  of  1  percent of such portion; provided that,  for  any
calendar  month  during which the average of such values  exceeds
$2,500,000,000,  the  fee payable for that  month  based  on  the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .48 of 1 percent of such portion; provided that,
for  any  calendar month during which the average of such  values
exceeds  $5,000,000,000, the fee payable for that month based  on
the  portion  of  the  average  of  such  values  in  excess   of
$5,000,000,000 shall be 1/12 of .45 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such  values  exceeds $7,500,000,000, the fee  payable  for  that
month  based  on  the portion of the average of  such  values  in
excess  of  $7,500,000,000 shall be 1/12 of  .43 of 1 percent  of
such  portion; provided that, for any calendar month during which
the  average  of  such  values exceeds  10,000,000,000,  the  fee
payable  for  that month based on the portion of the  average  of
such values in excess of $10,000,000,000 shall be 1/12 of .41  of
1  percent  of such portion; and provided that, for any  calendar
month   during   which  the  average  of  such   values   exceeds
12,500,000,000,  the  fee payable for that  month  based  on  the
portion   of   the   average  of  such  values   in   excess   of
$12,500,000,000  shall  be  1/12 of .40  of  1  percent  of  such
portion;  over  (b) the greater of (i) the amount  by  which  the
Fund's expenses exceed 1.5% of average daily net assets up to $30
million  and 1% of average daily net assets over $30  million  or
(ii)  any  compensation waived by you from time to time (as  more
fully described below).   You shall be entitled to receive during
any  month  such  interim payments of your fee hereunder  as  you
shall  request,  provided that no such payment  shall  exceed  75
percent  of the amount of your fee then accrued on the  books  of
the Fund and unpaid.

The "average daily net assets" of the Fund shall mean the average
of  the  values placed on the Fund's net assets as of  4:00  p.m.
(New  York time) on each day on which the net asset value of  the
Fund  is determined consistent with the provisions of Rule  22c-1
under  the 1940 Act or, if the Fund lawfully determines the value
of  its net assets as of some other time on each business day, as
of  such  time.  The value of the net assets of  the  Fund  shall
always be determined pursuant to the applicable provisions of the
Declaration  and the Registration Statement. If the determination
of  net  asset value does not take place for any particular  day,
then  for  the purposes of this section 5, the value of  the  net
assets  of the Fund as last determined shall be deemed to be  the
value of its net assets as of 4:00 p.m. (New York time), or as of
such  other  time as the value of the net assets  of  the  Fund's
portfolio  may be lawfully determined on that day.  If  the  Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day  shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.

You  agree that your gross compensation for any fiscal year shall
not be greater than an amount which, when added to other expenses
of  the  Fund, shall cause the aggregate expenses of the Fund  to
equal  1.5% of average daily net assets up to $30 million and  1%
of  average  daily  net assets over $30 million.  Except  to  the
extent that such amount has been reflected in reduced payments to
you,  you  shall  refund to the Fund the amount  of  any  payment
received  in excess of the limitation pursuant to this section  5
as  promptly  as practicable after the end of such  fiscal  year,
provided that you shall not be required to pay the Fund an amount
greater than the fee paid to you in respect of such year pursuant
to  this  Agreement. As used in this section 5, "expenses"  shall
mean those expenses included in the applicable expense limitation
having   the   broadest  specifications  thereof,  and   "expense
limitation"  means a limit on the maximum annual  expenses  which
may  be  incurred  by  an investment company  determined  (i)  by
multiplying  a fixed percentage by the average, or by multiplying
more  than one such percentage by different specified amounts  of
the  average, of the values of an investment company's net assets
for a fiscal year or (ii) by multiplying a fixed percentage by an
investment company's net investment income for a fiscal year.

You  may  waive  all  or  a  portion of your  fees  provided  for
hereunder  and  such waiver shall be treated as  a  reduction  in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver  of  your
fee,  or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.

6.    Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other  investments for the account of the Fund, neither  you  nor
any  of  your  directors, officers or employees shall  act  as  a
principal  or agent or receive any commission. You or your  agent
shall arrange for the placing of all orders for the purchase  and
sale of portfolio securities and other investments for the Fund's
account  with  brokers or dealers selected by you  in  accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of  yours concerning the Shares of the Fund, you shall act solely
as  investment  counsel for such clients and not in  any  way  on
behalf of the Fund.

Your  services to the Fund pursuant to this Agreement are not  to
be  deemed  to  be exclusive and it is understood  that  you  may
render  investment advice, management and services to others.  In
acting   under  this  Agreement,  you  shall  be  an  independent
contractor and not an agent of the Trust. Whenever the  Fund  and
one or more other accounts or investment companies advised by you
have  available  funds for investment, investments  suitable  and
appropriate  for  each  shall  be allocated  in  accordance  with
procedures  believed  by  you to be  equitable  to  each  entity.
Similarly, opportunities to sell securities shall be allocated in
a  manner  believed by you to be equitable. The  Fund  recognizes
that  in some cases this procedure may adversely affect the  size
of the position that may be acquired or disposed of for the Fund.

7.   Limitation of Liability of Manager. As an inducement to your
undertaking  to  render services pursuant to this Agreement,  the
Trust  agrees  that you shall not be liable under this  Agreement
for  any  error  of judgment or mistake of law or  for  any  loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement  shall
be  deemed  to  protect  or purport to protect  you  against  any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,  bad
faith  or gross negligence in the performance of your duties,  or
by  reason  of  your reckless disregard of your  obligations  and
duties hereunder.

8.    Duration and Termination of This Agreement. This  Agreement
shall  remain in force until September 30, 1999, and continue  in
force  from  year to year thereafter, but only so  long  as  such
continuance is specifically approved at least annually (a) by the
vote  of  a majority of the Trustees who are not parties to  this
Agreement  or interested persons of any party to this  Agreement,
cast  in person at a meeting called for the purpose of voting  on
such  approval, and (b) by the Trustees of the Trust, or  by  the
vote  of a majority of the outstanding voting securities  of  the
Fund.   The  aforesaid  requirement  that  continuance  of   this
Agreement be "specifically approved at least annually"  shall  be
construed in a manner consistent with the 1940 Act and the  rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.

This Agreement may be terminated with respect to the Fund at  any
time,  without  the payment of any penalty,  by  the  vote  of  a
majority of the outstanding voting securities of the Fund  or  by
the  Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.

This Agreement may be terminated with respect to the Fund at  any
time  without the payment of any penalty by the Board of Trustees
or  by vote of a majority of the outstanding voting securities of
the  Fund in the event that it shall have been established  by  a
court  of competent jurisdiction that you or any of your officers
or  directors has taken any action which results in a  breach  of
your covenants set forth herein.

9.    Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by  an  instrument  in writing signed by the party  against  whom
enforcement  of  the change, waiver, discharge or termination  is
sought,  and  no amendment of this Agreement shall  be  effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.

10.   Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office  of  the  Secretary of the Commonwealth of  Massachusetts,
provides  that  the  name "Kemper State Tax-Free  Income  Series"
refers  to  the  Trustees under the Declaration  collectively  as
Trustees  and  not  as  individuals or personally,  and  that  no
shareholder of the Fund, or Trustee, officer, employee  or  agent
of  the  Trust, shall be subject to claims against or obligations
of  the  Trust or of the Fund to any extent whatsoever, but  that
the Trust estate only shall be liable.

You  are  hereby  expressly put on notice of  the  limitation  of
liability as set forth in the Declaration and you agree that  the
obligations  assumed by the Trust on behalf of the Fund  pursuant
to  this Agreement shall be limited in all cases to the Fund  and
its  assets,  and  you shall not seek satisfaction  of  any  such
obligation from the shareholders or any shareholder of  the  Fund
or  any  other series of the Trust, or from any Trustee, officer,
employee  or agent of the Trust. You understand that  the  rights
and  obligations  of each Fund, or series, under the  Declaration
are separate and distinct from those of any and all other series.

11.   Miscellaneous. The captions in this Agreement are  included
for  convenience of reference only and in no way define or  limit
any   of   the  provisions  hereof  or  otherwise  affect   their
construction   or   effect.  This  Agreement  may   be   executed
simultaneously in two or more counterparts, each of  which  shall
be deemed an original, but all of which together shall constitute
one and the same instrument.

In interpreting the provisions of this Agreement, the definitions
contained  in  Section  2(a) of the 1940  Act  (particularly  the
definitions of "affiliated person," "assignment" and "majority of
the  outstanding  voting  securities"),  as  from  time  to  time
amended,  shall be applied, subject, however, to such  exemptions
as may be granted by the SEC by any rule, regulation or order.

This Agreement shall be construed in accordance with the laws  of
the  Commonwealth of Massachusetts, provided that nothing  herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.

This  Agreement shall supersede all prior investment advisory  or
management agreements entered into between you and the  Trust  on
behalf of the Fund.

If  you  are in agreement with the foregoing, please execute  the
form of acceptance on the accompanying counterpart of this letter
and  return such counterpart to the Trust, whereupon this  letter
shall become a binding contract effective as of the date of  this
Agreement.

                                   Yours very truly,

                                   KEMPER  STATE TAX-FREE  INCOME
                                   SERIES,  on behalf  of  Kemper
                                   California   Tax-Free   Income
                                   Fund

                                   By:
                                      President


The foregoing Agreement is hereby accepted as of the date hereof.


                                   SCUDDER   KEMPER  INVESTMENTS,
INC.

                                   By:
                                      Treasurer




1

VPCHI01/#246515.1   10/27/99
                INVESTMENT MANAGEMENT AGREEMENT

              Kemper State Tax-Free Income Series
                   222 South Riverside Plaza
                    Chicago, Illinois 60606

                                                September 7, 1998

Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154

                Investment Management Agreement
              Kemper Florida Tax-Free Income Fund

Ladies and Gentlemen:

KEMPER  STATE  TAX-FREE  INCOME SERIES  (the  "Trust")  has  been
established  as a Massachusetts business trust to engage  in  the
business  of  an  investment company.  Pursuant  to  the  Trust's
Declaration   of   Trust,  as  amended  from  time-to-time   (the
"Declaration"), the Board of Trustees is authorized to issue  the
Trust's shares of beneficial interest (the "Shares"), in separate
series,  or  funds.  The Board of Trustees has authorized  Kemper
Florida  Tax-Free  Income  Fund  (the  "Fund").  Series  may   be
abolished and dissolved, and additional series established,  from
time to time by action of the Trustees.

The  Trust, on behalf of the Fund, has selected you to act as the
investment  manager  of  the Fund and to  provide  certain  other
services,  as more fully set forth below, and you have  indicated
that  you  are willing to act as such investment manager  and  to
perform  such services under the terms and conditions hereinafter
set  forth.  Accordingly, the Trust on behalf of the Fund  agrees
with you as follows:

1.    Delivery of Documents. The Trust engages in the business of
investing  and reinvesting the assets of the Fund in  the  manner
and  in  accordance with the investment objectives, policies  and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating  to  the  Fund  included  in  the  Trust's  Registration
Statement  on  Form  N-1A, as amended from  time  to  time,  (the
"Registration Statement") filed by the Trust under the Investment
Company  Act  of  1940,  as amended, (the  "1940  Act")  and  the
Securities  Act  of  1933, as amended. Copies  of  the  documents
referred to in the preceding sentence have been furnished to  you
by  the  Trust.  The  Trust has also furnished  you  with  copies
properly  certified  or authenticated of each  of  the  following
additional documents related to the Trust and the Fund:

     (a)  The Declaration, as amended to date.

     (b)   By-Laws  of the Trust as in effect on the date  hereof
(the "By- Laws").

     (c)  Resolutions  of  the  Trustees of  the  Trust  and  the
          shareholders  of the Fund selecting you  as  investment
          manager and approving the form of this Agreement.

     (d)  Establishment and Designation of Series  of  Shares  of
          Beneficial   Interest  relating   to   the   Fund,   as
          applicable.

The  Trust  will  furnish  you from time  to  time  with  copies,
properly  certified  or authenticated, of all  amendments  of  or
supplements, if any, to the foregoing, including the  Prospectus,
the SAI and the Registration Statement.

2.    Portfolio Management Services. As manager of the assets  of
the  Fund, you shall provide continuing investment management  of
the  assets  of  the  Fund  in  accordance  with  the  investment
objectives, policies and restrictions set forth in the Prospectus
and  SAI;  the  applicable provisions of the  1940  Act  and  the
Internal  Revenue Code of 1986, as amended, (the "Code") relating
to  regulated investment companies and all rules and  regulations
thereunder; and all other applicable federal and state  laws  and
regulations  of  which  you  have knowledge;  subject  always  to
policies  and  instructions  adopted  by  the  Trust's  Board  of
Trustees.  In  connection  therewith, you  shall  use  reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued  thereunder.  The  Fund shall  have  the  benefit  of  the
investment analysis and research, the review of current  economic
conditions   and  trends  and  the  consideration  of  long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act  upon  advice  of counsel to the Trust. You shall  also  make
available  to the Trust promptly upon request all of  the  Fund's
investment  records and ledgers as are necessary  to  assist  the
Trust  in  complying with the requirements of the  1940  Act  and
other  applicable laws. To the extent required by law, you  shall
furnish  to regulatory authorities having the requisite authority
any  information  or  reports  in connection  with  the  services
provided  pursuant to this Agreement which may  be  requested  in
order  to ascertain whether the operations of the Trust are being
conducted  in  a  manner  consistent  with  applicable  laws  and
regulations.

You  shall  determine  the securities, instruments,  investments,
currencies,  repurchase agreements, futures,  options  and  other
contracts  relating  to  investments to  be  purchased,  sold  or
entered  into  by  the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or  others
pursuant  to your determinations and all in accordance with  Fund
policies  as expressed in the Registration Statement.  You  shall
determine what portion of the Fund's portfolio shall be  invested
in  securities and other assets and what portion, if any,  should
be held uninvested.

You  shall  furnish  to  the Trust's Board of  Trustees  periodic
reports  on  the investment performance of the Fund  and  on  the
performance  of your obligations pursuant to this Agreement,  and
you  shall supply such additional reports and information as  the
Trust's officers or Board of Trustees shall reasonably request.

3.    Administrative  Services.  In  addition  to  the  portfolio
management  services  specified above in  section  2,  you  shall
furnish at your expense for the use of the Fund such office space
and  facilities in the United States as the Fund may require  for
its  reasonable needs, and you (or one or more of your affiliates
designated  by  you)  shall  render to the  Trust  administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this  Agreement including, but not limited to, preparing  reports
to  and  meeting materials for the Trust's Board of Trustees  and
reports   and   notices   to   Fund  shareholders;   supervising,
negotiating   contractual  arrangements  with,  to   the   extent
appropriate,  and  monitoring  the  performance  of,   accounting
agents,  custodians, depositories, transfer  agents  and  pricing
agents,  accountants, attorneys, printers, underwriters,  brokers
and dealers, insurers and other persons in any capacity deemed to
be  necessary  or  desirable  to Fund operations;  preparing  and
making  filings with the Securities and Exchange Commission  (the
"SEC")  and  other regulatory and self-regulatory  organizations,
including,  but not limited to, preliminary and definitive  proxy
materials,   post-effective  amendments   to   the   Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to  Rule  24f-2 under the 1940 Act; overseeing the tabulation  of
proxies   by  the  Fund's  transfer  agent;  assisting   in   the
preparation and filing of the Fund's federal, state and local tax
returns;  preparing  and  filing the Fund's  federal  excise  tax
return pursuant to Section 4982 of the Code; providing assistance
with  investor  and  public  relations  matters;  monitoring  the
valuation  of  portfolio securities and the  calculation  of  net
asset  value; monitoring the registration of Shares of  the  Fund
under  applicable federal and state securities laws;  maintaining
or  causing to be maintained for the Fund all books, records  and
reports and any other information required under the 1940 Act, to
the  extent  that  such  books, records  and  reports  and  other
information are not maintained by the Fund's custodian  or  other
agents  of  the  Fund; assisting in establishing  the  accounting
policies  of the Fund; assisting in the resolution of  accounting
issues  that may arise with respect to the Fund's operations  and
consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills  that
have been approved by an authorized person; assisting the Fund in
determining  the amount of dividends and distributions  available
to  be  paid  by  the  Fund  to its shareholders,  preparing  and
arranging  for  the printing of dividend notices to shareholders,
and  providing  the  transfer  and  dividend  paying  agent,  the
custodian, and the accounting agent with such information  as  is
required for such parties to effect the payment of dividends  and
distributions;  and  otherwise assisting  the  Trust  as  it  may
reasonably request in the conduct of the Fund's business, subject
to  the  direction and control of the Trust's Board of  Trustees.
Nothing in this Agreement shall be deemed to shift to you  or  to
diminish  the obligations of any agent of the Fund or  any  other
person  not  a  party  to this Agreement which  is  obligated  to
provide services to the Fund.

4.    Allocation  of  Charges and Expenses. Except  as  otherwise
specifically  provided  in this section  4,  you  shall  pay  the
compensation and expenses of all Trustees, officers and executive
employees  of  the Trust (including the Fund's share  of  payroll
taxes)  who  are  affiliated persons of you, and you  shall  make
available, without expense to the Fund, the services of  such  of
your  directors,  officers and employees as may duly  be  elected
officers  of  the Trust, subject to their individual  consent  to
serve and to any limitations imposed by law. You shall provide at
your  expense  the  portfolio management  services  described  in
section  2  hereof and the administrative services  described  in
section 3 hereof.

You  shall not be required to pay any expenses of the Fund  other
than  those specifically allocated to you in this section  4.  In
particular, but without limiting the generality of the foregoing,
you  shall  not  be  responsible, except to  the  extent  of  the
reasonable  compensation  of  such of  the  Fund's  Trustees  and
officers  as  are directors, officers or employees of  you  whose
services may be involved, for the following expenses of the Fund:
organization  expenses  of  the  Fund  (including  out  of-pocket
expenses,  but  not including your overhead or  employee  costs);
fees   payable  to  you  and  to  any  other  Fund  advisors   or
consultants;  legal  expenses; auditing and accounting  expenses;
maintenance  of  books  and  records which  are  required  to  be
maintained by the Fund's custodian or other agents of the  Trust;
telephone,  telex,  facsimile, postage and  other  communications
expenses;  taxes and governmental fees; fees, dues  and  expenses
incurred  by the Fund in connection with membership in investment
company  trade  organizations; fees and expenses  of  the  Fund's
accounting  agent for which the Trust is responsible pursuant  to
the  terms of the Fund Accounting Services Agreement, custodians,
subcustodians,  transfer agents, dividend disbursing  agents  and
registrars;  payment for portfolio pricing or valuation  services
to pricing agents, accountants, bankers and other specialists, if
any;  expenses  of preparing share certificates  and,  except  as
provided  below in this section 4, other expenses  in  connection
with  the  issuance, offering, distribution, sale, redemption  or
repurchase of securities issued by the Fund; expenses relating to
investor  and public relations; expenses and fees of  registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums  and  other  insurance expense; freight,  insurance  and
other  charges  in  connection with the shipment  of  the  Fund's
portfolio   securities;  the  compensation   and   all   expenses
(specifically  including  travel  expenses  relating   to   Trust
business)  of Trustees, officers and employees of the  Trust  who
are not affiliated persons of you; brokerage commissions or other
costs  of  acquiring or disposing of any portfolio securities  of
the  Fund; expenses of printing and distributing reports, notices
and  dividends to shareholders; expenses of printing and  mailing
Prospectuses and SAIs of the Fund and supplements thereto;  costs
of   stationery;  any  litigation  expenses;  indemnification  of
Trustees  and  officers of the Trust; and costs of  shareholders'
and other meetings.

You  shall not be required to pay expenses of any activity  which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by  a principal underwriter which acts as the distributor of  the
Fund's  Shares  pursuant  to  an  underwriting  agreement   which
provides  that the underwriter shall assume some or all  of  such
expenses,  or  (ii) the Trust on behalf of the  Fund  shall  have
adopted  a plan in conformity with Rule 12b-1 under the 1940  Act
providing  that the Fund (or some other party) shall assume  some
or all of such expenses. You shall be required to pay such of the
foregoing  sales expenses as are not required to be paid  by  the
principal  underwriter pursuant to the underwriting agreement  or
are  not  permitted to be paid by the Fund (or some other  party)
pursuant to such a plan.

5.   Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United  States Dollars on the last day of each month  the  unpaid
balance  of  a fee equal to the excess of (a) 1/12 of  .55  of  1
percent of the average daily net assets as defined below  of  the
Fund for such month; provided that, for any calendar month during
which  the  average of such values exceeds $250,000,000  the  fee
payable  for  that month based on the portion of the  average  of
such  values in excess of $250,000,000 shall be 1/12 of .52 of  1
percent  of  such portion; provided that, for any calendar  month
during  which  the average of such values exceeds $1,000,000,000,
the  fee  payable  for that month based on  the  portion  of  the
average of such values in excess of $1,000,000,000 shall be  1/12
of  .50  of  1  percent of such portion; provided that,  for  any
calendar  month  during which the average of such values  exceeds
$2,500,000,000,  the  fee payable for that  month  based  on  the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .48 of 1 percent of such portion; provided that,
for  any  calendar month during which the average of such  values
exceeds  $5,000,000,000, the fee payable for that month based  on
the  portion  of  the  average  of  such  values  in  excess   of
$5,000,000,000 shall be 1/12 of .45 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such  values  exceeds $7,500,000,000, the fee  payable  for  that
month  based  on  the portion of the average of  such  values  in
excess  of  $7,500,000,000 shall be 1/12 of  .43 of 1 percent  of
such  portion; provided that, for any calendar month during which
the  average  of  such  values exceeds  10,000,000,000,  the  fee
payable  for  that month based on the portion of the  average  of
such values in excess of $10,000,000,000 shall be 1/12 of .41  of
1  percent  of such portion; and provided that, for any  calendar
month   during   which  the  average  of  such   values   exceeds
12,500,000,000,  the  fee payable for that  month  based  on  the
portion   of   the   average  of  such  values   in   excess   of
$12,500,000,000  shall  be  1/12 of .40  of  1  percent  of  such
portion;  over (b) any compensation waived by you  from  time  to
time  (as  more fully described below).You shall be  entitled  to
receive  during  any  month such interim  payments  of  your  fee
hereunder  as  you shall request, provided that no  such  payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.

The "average daily net assets" of the Fund shall mean the average
of  the  values placed on the Fund's net assets as of  4:00  p.m.
(New  York time) on each day on which the net asset value of  the
Fund  is determined consistent with the provisions of Rule  22c-1
under  the 1940 Act or, if the Fund lawfully determines the value
of  its net assets as of some other time on each business day, as
of  such  time.  The value of the net assets of  the  Fund  shall
always be determined pursuant to the applicable provisions of the
Declaration  and the Registration Statement. If the determination
of  net  asset value does not take place for any particular  day,
then  for  the purposes of this section 5, the value of  the  net
assets  of the Fund as last determined shall be deemed to be  the
value of its net assets as of 4:00 p.m. (New York time), or as of
such  other  time as the value of the net assets  of  the  Fund's
portfolio  may be lawfully determined on that day.  If  the  Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day  shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.

You  may  waive  all  or  a  portion of your  fees  provided  for
hereunder  and  such waiver shall be treated as  a  reduction  in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver  of  your
fee,  or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.

6.    Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other  investments for the account of the Fund, neither  you  nor
any  of  your  directors, officers or employees shall  act  as  a
principal  or agent or receive any commission. You or your  agent
shall arrange for the placing of all orders for the purchase  and
sale of portfolio securities and other investments for the Fund's
account  with  brokers or dealers selected by you  in  accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of  yours concerning the Shares of the Fund, you shall act solely
as  investment  counsel for such clients and not in  any  way  on
behalf of the Fund.

Your  services to the Fund pursuant to this Agreement are not  to
be  deemed  to  be exclusive and it is understood  that  you  may
render  investment advice, management and services to others.  In
acting   under  this  Agreement,  you  shall  be  an  independent
contractor and not an agent of the Trust. Whenever the  Fund  and
one or more other accounts or investment companies advised by you
have  available  funds for investment, investments  suitable  and
appropriate  for  each  shall  be allocated  in  accordance  with
procedures  believed  by  you to be  equitable  to  each  entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
that  in some cases this procedure may adversely affect the  size
of the position that may be acquired or disposed of for the Fund.

7.   Limitation of Liability of Manager. As an inducement to your
undertaking  to  render services pursuant to this Agreement,  the
Trust  agrees  that you shall not be liable under this  Agreement
for  any  error  of judgment or mistake of law or  for  any  loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement  shall
be  deemed  to  protect  or purport to protect  you  against  any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,  bad
faith  or gross negligence in the performance of your duties,  or
by  reason  of  your reckless disregard of your  obligations  and
duties hereunder.

8.    Duration and Termination of This Agreement. This  Agreement
shall  remain in force until September 30, 1999, and continue  in
force  from  year to year thereafter, but only so  long  as  such
continuance is specifically approved at least annually (a) by the
vote  of  a majority of the Trustees who are not parties to  this
Agreement  or interested persons of any party to this  Agreement,
cast  in person at a meeting called for the purpose of voting  on
such  approval, and (b) by the Trustees of the Trust, or  by  the
vote  of a majority of the outstanding voting securities  of  the
Fund.   The  aforesaid  requirement  that  continuance  of   this
Agreement be "specifically approved at least annually"  shall  be
construed in a manner consistent with the 1940 Act and the  rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.

This Agreement may be terminated with respect to the Fund at  any
time,  without  the payment of any penalty,  by  the  vote  of  a
majority of the outstanding voting securities of the Fund  or  by
the  Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.

This Agreement may be terminated with respect to the Fund at  any
time  without the payment of any penalty by the Board of Trustees
or  by vote of a majority of the outstanding voting securities of
the  Fund in the event that it shall have been established  by  a
court  of competent jurisdiction that you or any of your officers
or  directors has taken any action which results in a  breach  of
your covenants set forth herein.

9.    Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by  an  instrument  in writing signed by the party  against  whom
enforcement  of  the change, waiver, discharge or termination  is
sought,  and  no amendment of this Agreement shall  be  effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.

10.   Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office  of  the  Secretary of the Commonwealth of  Massachusetts,
provides  that  the  name "Kemper State Tax-Free  Income  Series"
refers  to  the  Trustees under the Declaration  collectively  as
Trustees  and  not  as  individuals or personally,  and  that  no
shareholder of the Fund, or Trustee, officer, employee  or  agent
of  the  Trust, shall be subject to claims against or obligations
of  the  Trust or of the Fund to any extent whatsoever, but  that
the Trust estate only shall be liable.

You  are  hereby  expressly put on notice of  the  limitation  of
liability as set forth in the Declaration and you agree that  the
obligations  assumed by the Trust on behalf of the Fund  pursuant
to  this Agreement shall be limited in all cases to the Fund  and
its  assets,  and  you shall not seek satisfaction  of  any  such
obligation from the shareholders or any shareholder of  the  Fund
or  any  other series of the Trust, or from any Trustee, officer,
employee  or agent of the Trust. You understand that  the  rights
and  obligations  of each Fund, or series, under the  Declaration
are separate and distinct from those of any and all other series.

11.   Miscellaneous. The captions in this Agreement are  included
for  convenience of reference only and in no way define or  limit
any   of   the  provisions  hereof  or  otherwise  affect   their
construction or effect. This Agreement
may  be executed simultaneously in two or more counterparts, each
of  which  shall be deemed an original, but all of which together
shall constitute one and the same instrument.

In interpreting the provisions of this Agreement, the definitions
contained  in  Section  2(a) of the 1940  Act  (particularly  the
definitions of "affiliated person," "assignment" and "majority of
the  outstanding  voting  securities"),  as  from  time  to  time
amended,  shall be applied, subject, however, to such  exemptions
as may be granted by the SEC by any rule, regulation or order.

This Agreement shall be construed in accordance with the laws  of
the  Commonwealth of Massachusetts, provided that nothing  herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.

This  Agreement shall supersede all prior investment advisory  or
management agreements entered into between you and the  Trust  on
behalf of the Fund.

If  you  are in agreement with the foregoing, please execute  the
form of acceptance on the accompanying counterpart of this letter
and  return such counterpart to the Trust, whereupon this  letter
shall become a binding contract effective as of the date of  this
Agreement.

                                   Yours very truly,

                                   KEMPER  STATE TAX-FREE  INCOME
                                   SERIES,  on behalf  of  Kemper
                                   Florida Tax-Free Income Fund

                                   By:
                                      President


The foregoing Agreement is hereby accepted as of the date hereof.


                                   SCUDDER   KEMPER  INVESTMENTS,
INC.

                                   By:
                                      Treasurer





N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KSTIS\IMA\ohtf_s98
                INVESTMENT MANAGEMENT AGREEMENT

              Kemper State Tax-Free Income Series
                   222 South Riverside Plaza
                    Chicago, Illinois 60606

                                                September 7, 1998

Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154

                Investment Management Agreement
                Kemper Ohio Tax-Free Income Fund

Ladies and Gentlemen:

KEMPER  STATE  TAX-FREE  INCOME SERIES  (the  "Trust")  has  been
established  as a Massachusetts business trust to engage  in  the
business  of  an  investment company.  Pursuant  to  the  Trust's
Declaration   of   Trust,  as  amended  from  time-to-time   (the
"Declaration"), the Board of Trustees is authorized to issue  the
Trust's shares of beneficial interest (the "Shares"), in separate
series,  or  funds.  The Board of Trustees has authorized  Kemper
Ohio  Tax-Free Income Fund (the "Fund"). Series may be  abolished
and  dissolved, and additional series established, from  time  to
time by action of the Trustees.

The  Trust, on behalf of the Fund, has selected you to act as the
investment  manager  of  the Fund and to  provide  certain  other
services,  as more fully set forth below, and you have  indicated
that  you  are willing to act as such investment manager  and  to
perform  such services under the terms and conditions hereinafter
set  forth.  Accordingly, the Trust on behalf of the Fund  agrees
with you as follows:

1.    Delivery of Documents. The Trust engages in the business of
investing  and reinvesting the assets of the Fund in  the  manner
and  in  accordance with the investment objectives, policies  and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating  to  the  Fund  included  in  the  Trust's  Registration
Statement  on  Form  N-1A, as amended from  time  to  time,  (the
"Registration Statement") filed by the Trust under the Investment
Company  Act  of  1940,  as amended, (the  "1940  Act")  and  the
Securities  Act  of  1933, as amended. Copies  of  the  documents
referred to in the preceding sentence have been furnished to  you
by  the  Trust.  The  Trust has also furnished  you  with  copies
properly  certified  or authenticated of each  of  the  following
additional documents related to the Trust and the Fund:

     (a)  The Declaration, as amended to date.

     (b)   By-Laws  of the Trust as in effect on the date  hereof
(the "By- Laws").

     (c)  Resolutions  of  the  Trustees of  the  Trust  and  the
          shareholders  of the Fund selecting you  as  investment
          manager and approving the form of this Agreement.

     (d)  Establishment and Designation of Series  of  Shares  of
          Beneficial   Interest  relating   to   the   Fund,   as
          applicable.

The  Trust  will  furnish  you from time  to  time  with  copies,
properly  certified  or authenticated, of all  amendments  of  or
supplements, if any, to the foregoing, including the  Prospectus,
the SAI and the Registration Statement.

2.    Portfolio Management Services. As manager of the assets  of
the  Fund, you shall provide continuing investment management  of
the  assets  of  the  Fund  in  accordance  with  the  investment
objectives, policies and restrictions set forth in the Prospectus
and  SAI;  the  applicable provisions of the  1940  Act  and  the
Internal  Revenue Code of 1986, as amended, (the "Code") relating
to  regulated investment companies and all rules and  regulations
thereunder; and all other applicable federal and state  laws  and
regulations  of  which  you  have knowledge;  subject  always  to
policies  and  instructions  adopted  by  the  Trust's  Board  of
Trustees.  In  connection  therewith, you  shall  use  reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued  thereunder.  The  Fund shall  have  the  benefit  of  the
investment analysis and research, the review of current  economic
conditions   and  trends  and  the  consideration  of  long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act  upon  advice  of counsel to the Trust. You shall  also  make
available  to the Trust promptly upon request all of  the  Fund's
investment  records and ledgers as are necessary  to  assist  the
Trust  in  complying with the requirements of the  1940  Act  and
other  applicable laws. To the extent required by law, you  shall
furnish  to regulatory authorities having the requisite authority
any  information  or  reports  in connection  with  the  services
provided  pursuant to this Agreement which may  be  requested  in
order  to ascertain whether the operations of the Trust are being
conducted  in  a  manner  consistent  with  applicable  laws  and
regulations.

You  shall  determine  the securities, instruments,  investments,
currencies,  repurchase agreements, futures,  options  and  other
contracts  relating  to  investments to  be  purchased,  sold  or
entered  into  by  the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or  others
pursuant  to your determinations and all in accordance with  Fund
policies  as expressed in the Registration Statement.  You  shall
determine what portion of the Fund's portfolio shall be  invested
in  securities and other assets and what portion, if any,  should
be held uninvested.

You  shall  furnish  to  the Trust's Board of  Trustees  periodic
reports  on  the investment performance of the Fund  and  on  the
performance  of your obligations pursuant to this Agreement,  and
you  shall supply such additional reports and information as  the
Trust's officers or Board of Trustees shall reasonably request.

3.    Administrative  Services.  In  addition  to  the  portfolio
management  services  specified above in  section  2,  you  shall
furnish at your expense for the use of the Fund such office space
and  facilities in the United States as the Fund may require  for
its  reasonable needs, and you (or one or more of your affiliates
designated  by  you)  shall  render to the  Trust  administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this  Agreement including, but not limited to, preparing  reports
to  and  meeting materials for the Trust's Board of Trustees  and
reports   and   notices   to   Fund  shareholders;   supervising,
negotiating   contractual  arrangements  with,  to   the   extent
appropriate,  and  monitoring  the  performance  of,   accounting
agents,  custodians, depositories, transfer  agents  and  pricing
agents,  accountants, attorneys, printers, underwriters,  brokers
and dealers, insurers and other persons in any capacity deemed to
be  necessary  or  desirable  to Fund operations;  preparing  and
making  filings with the Securities and Exchange Commission  (the
"SEC")  and  other regulatory and self-regulatory  organizations,
including,  but not limited to, preliminary and definitive  proxy
materials,   post-effective  amendments   to   the   Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to  Rule  24f-2 under the 1940 Act; overseeing the tabulation  of
proxies   by  the  Fund's  transfer  agent;  assisting   in   the
preparation and filing of the Fund's federal, state and local tax
returns;  preparing  and  filing the Fund's  federal  excise  tax
return pursuant to Section 4982 of the Code; providing assistance
with  investor  and  public  relations  matters;  monitoring  the
valuation  of  portfolio securities and the  calculation  of  net
asset  value; monitoring the registration of Shares of  the  Fund
under  applicable federal and state securities laws;  maintaining
or  causing to be maintained for the Fund all books, records  and
reports and any other information required under the 1940 Act, to
the  extent  that  such  books, records  and  reports  and  other
information are not maintained by the Fund's custodian  or  other
agents  of  the  Fund; assisting in establishing  the  accounting
policies  of the Fund; assisting in the resolution of  accounting
issues  that may arise with respect to the Fund's operations  and
consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills  that
have been approved by an authorized person; assisting the Fund in
determining  the amount of dividends and distributions  available
to  be  paid  by  the  Fund  to its shareholders,  preparing  and
arranging  for  the printing of dividend notices to shareholders,
and  providing  the  transfer  and  dividend  paying  agent,  the
custodian, and the accounting agent with such information  as  is
required for such parties to effect the payment of dividends  and
distributions;  and  otherwise assisting  the  Trust  as  it  may
reasonably request in the conduct of the Fund's business, subject
to  the  direction and control of the Trust's Board of  Trustees.
Nothing in this Agreement shall be deemed to shift to you  or  to
diminish  the obligations of any agent of the Fund or  any  other
person  not  a  party  to this Agreement which  is  obligated  to
provide services to the Fund.

4.    Allocation  of  Charges and Expenses. Except  as  otherwise
specifically  provided  in this section  4,  you  shall  pay  the
compensation and expenses of all Trustees, officers and executive
employees  of  the Trust (including the Fund's share  of  payroll
taxes)  who  are  affiliated persons of you, and you  shall  make
available, without expense to the Fund, the services of  such  of
your  directors,  officers and employees as may duly  be  elected
officers  of  the Trust, subject to their individual  consent  to
serve and to any limitations imposed by law. You shall provide at
your  expense  the  portfolio management  services  described  in
section  2  hereof and the administrative services  described  in
section 3 hereof.

You  shall not be required to pay any expenses of the Fund  other
than  those specifically allocated to you in this section  4.  In
particular, but without limiting the generality of the foregoing,
you  shall  not  be  responsible, except to  the  extent  of  the
reasonable  compensation  of  such of  the  Fund's  Trustees  and
officers  as  are directors, officers or employees of  you  whose
services may be involved, for the following expenses of the Fund:
organization  expenses  of  the  Fund  (including  out  of-pocket
expenses,  but  not including your overhead or  employee  costs);
fees   payable  to  you  and  to  any  other  Fund  advisors   or
consultants;  legal  expenses; auditing and accounting  expenses;
maintenance  of  books  and  records which  are  required  to  be
maintained by the Fund's custodian or other agents of the  Trust;
telephone,  telex,  facsimile, postage and  other  communications
expenses;  taxes and governmental fees; fees, dues  and  expenses
incurred  by the Fund in connection with membership in investment
company  trade  organizations; fees and expenses  of  the  Fund's
accounting  agent for which the Trust is responsible pursuant  to
the  terms of the Fund Accounting Services Agreement, custodians,
subcustodians,  transfer agents, dividend disbursing  agents  and
registrars;  payment for portfolio pricing or valuation  services
to pricing agents, accountants, bankers and other specialists, if
any;  expenses  of preparing share certificates  and,  except  as
provided  below in this section 4, other expenses  in  connection
with  the  issuance, offering, distribution, sale, redemption  or
repurchase of securities issued by the Fund; expenses relating to
investor  and public relations; expenses and fees of  registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums  and  other  insurance expense; freight,  insurance  and
other  charges  in  connection with the shipment  of  the  Fund's
portfolio   securities;  the  compensation   and   all   expenses
(specifically  including  travel  expenses  relating   to   Trust
business)  of Trustees, officers and employees of the  Trust  who
are not affiliated persons of you; brokerage commissions or other
costs  of  acquiring or disposing of any portfolio securities  of
the  Fund; expenses of printing and distributing reports, notices
and  dividends to shareholders; expenses of printing and  mailing
Prospectuses and SAIs of the Fund and supplements thereto;  costs
of   stationery;  any  litigation  expenses;  indemnification  of
Trustees  and  officers of the Trust; and costs of  shareholders'
and other meetings.

You  shall not be required to pay expenses of any activity  which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by  a principal underwriter which acts as the distributor of  the
Fund's  Shares  pursuant  to  an  underwriting  agreement   which
provides  that the underwriter shall assume some or all  of  such
expenses,  or  (ii) the Trust on behalf of the  Fund  shall  have
adopted  a plan in conformity with Rule 12b-1 under the 1940  Act
providing  that the Fund (or some other party) shall assume  some
or all of such expenses. You shall be required to pay such of the
foregoing  sales expenses as are not required to be paid  by  the
principal  underwriter pursuant to the underwriting agreement  or
are  not  permitted to be paid by the Fund (or some other  party)
pursuant to such a plan.

5.   Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United  States Dollars on the last day of each month  the  unpaid
balance  of  a fee equal to the excess of (a) 1/12 of  .55  of  1
percent of the average daily net assets as defined below  of  the
Fund for such month; provided that, for any calendar month during
which  the  average of such values exceeds $250,000,000  the  fee
payable  for  that month based on the portion of the  average  of
such  values in excess of $250,000,000 shall be 1/12 of .52 of  1
percent  of  such portion; provided that, for any calendar  month
during  which  the average of such values exceeds $1,000,000,000,
the  fee  payable  for that month based on  the  portion  of  the
average of such values in excess of $1,000,000,000 shall be  1/12
of  .50  of  1  percent of such portion; provided that,  for  any
calendar  month  during which the average of such values  exceeds
$2,500,000,000,  the  fee payable for that  month  based  on  the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .48 of 1 percent of such portion; provided that,
for  any  calendar month during which the average of such  values
exceeds  $5,000,000,000, the fee payable for that month based  on
the  portion  of  the  average  of  such  values  in  excess   of
$5,000,000,000 shall be 1/12 of .45 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such  values  exceeds $7,500,000,000, the fee  payable  for  that
month  based  on  the portion of the average of  such  values  in
excess  of  $7,500,000,000 shall be 1/12 of  .43 of 1 percent  of
such  portion; provided that, for any calendar month during which
the  average  of  such  values exceeds  10,000,000,000,  the  fee
payable  for  that month based on the portion of the  average  of
such values in excess of $10,000,000,000 shall be 1/12 of .41  of
1  percent  of such portion; and provided that, for any  calendar
month   during   which  the  average  of  such   values   exceeds
12,500,000,000,  the  fee payable for that  month  based  on  the
portion   of   the   average  of  such  values   in   excess   of
$12,500,000,000  shall  be  1/12 of .40  of  1  percent  of  such
portion;  over (b) any compensation waived by you  from  time  to
time  (as  more fully described below). You shall be entitled  to
receive  during  any  month such interim  payments  of  your  fee
hereunder  as  you shall request, provided that no  such  payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.

The "average daily net assets" of the Fund shall mean the average
of  the  values placed on the Fund's net assets as of  4:00  p.m.
(New  York time) on each day on which the net asset value of  the
Fund  is determined consistent with the provisions of Rule  22c-1
under  the 1940 Act or, if the Fund lawfully determines the value
of  its net assets as of some other time on each business day, as
of  such  time.  The value of the net assets of  the  Fund  shall
always be determined pursuant to the applicable provisions of the
Declaration  and the Registration Statement. If the determination
of  net  asset value does not take place for any particular  day,
then  for  the purposes of this section 5, the value of  the  net
assets  of the Fund as last determined shall be deemed to be  the
value of its net assets as of 4:00 p.m. (New York time), or as of
such  other  time as the value of the net assets  of  the  Fund's
portfolio  may be lawfully determined on that day.  If  the  Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day  shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.

You  may  waive  all  or  a  portion of your  fees  provided  for
hereunder  and  such waiver shall be treated as  a  reduction  in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver  of  your
fee,  or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.

6.    Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other  investments for the account of the Fund, neither  you  nor
any  of  your  directors, officers or employees shall  act  as  a
principal  or agent or receive any commission. You or your  agent
shall arrange for the placing of all orders for the purchase  and
sale of portfolio securities and other investments for the Fund's
account  with  brokers or dealers selected by you  in  accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of  yours concerning the Shares of the Fund, you shall act solely
as  investment  counsel for such clients and not in  any  way  on
behalf of the Fund.

Your  services to the Fund pursuant to this Agreement are not  to
be  deemed  to  be exclusive and it is understood  that  you  may
render  investment advice, management and services to others.  In
acting   under  this  Agreement,  you  shall  be  an  independent
contractor and not an agent of the Trust. Whenever the  Fund  and
one or more other accounts or investment companies advised by you
have  available  funds for investment, investments  suitable  and
appropriate  for  each  shall  be allocated  in  accordance  with
procedures  believed  by  you to be  equitable  to  each  entity.
Similarly, opportunities to sell securities shall be allocated in
a  manner  believed by you to be equitable. The  Fund  recognizes
that  in some cases this procedure may adversely affect the  size
of the position that may be acquired or disposed of for the Fund.

7.   Limitation of Liability of Manager. As an inducement to your
undertaking  to  render services pursuant to this Agreement,  the
Trust  agrees  that you shall not be liable under this  Agreement
for  any  error  of judgment or mistake of law or  for  any  loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement  shall
be  deemed  to  protect  or purport to protect  you  against  any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,  bad
faith  or gross negligence in the performance of your duties,  or
by  reason  of  your reckless disregard of your  obligations  and
duties hereunder.

8.    Duration and Termination of This Agreement. This  Agreement
shall  remain in force until September 30, 1999, and continue  in
force  from  year to year thereafter, but only so  long  as  such
continuance is specifically approved at least annually (a) by the
vote  of  a majority of the Trustees who are not parties to  this
Agreement  or interested persons of any party to this  Agreement,
cast  in person at a meeting called for the purpose of voting  on
such  approval, and (b) by the Trustees of the Trust, or  by  the
vote  of a majority of the outstanding voting securities  of  the
Fund.   The  aforesaid  requirement  that  continuance  of   this
Agreement be "specifically approved at least annually"  shall  be
construed in a manner consistent with the 1940 Act and the  rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.

This Agreement may be terminated with respect to the Fund at  any
time,  without  the payment of any penalty,  by  the  vote  of  a
majority of the outstanding voting securities of the Fund  or  by
the  Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.

This Agreement may be terminated with respect to the Fund at  any
time  without the payment of any penalty by the Board of Trustees
or  by vote of a majority of the outstanding voting securities of
the  Fund in the event that it shall have been established  by  a
court  of competent jurisdiction that you or any of your officers
or  directors has taken any action which results in a  breach  of
your covenants set forth herein.

9.    Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by  an  instrument  in writing signed by the party  against  whom
enforcement  of  the change, waiver, discharge or termination  is
sought,  and  no amendment of this Agreement shall  be  effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.

10.   Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office  of  the  Secretary of the Commonwealth of  Massachusetts,
provides  that  the  name "Kemper State Tax-Free  Income  Series"
refers  to  the  Trustees under the Declaration  collectively  as
Trustees  and  not  as  individuals or personally,  and  that  no
shareholder of the Fund, or Trustee, officer, employee  or  agent
of  the  Trust, shall be subject to claims against or obligations
of  the  Trust or of the Fund to any extent whatsoever, but  that
the Trust estate only shall be liable.

You  are  hereby  expressly put on notice of  the  limitation  of
liability as set forth in the Declaration and you agree that  the
obligations  assumed by the Trust on behalf of the Fund  pursuant
to  this Agreement shall be limited in all cases to the Fund  and
its  assets,  and  you shall not seek satisfaction  of  any  such
obligation from the shareholders or any shareholder of  the  Fund
or  any  other series of the Trust, or from any Trustee, officer,
employee  or agent of the Trust. You understand that  the  rights
and  obligations  of each Fund, or series, under the  Declaration
are separate and distinct from those of any and all other series.

11.   Miscellaneous. The captions in this Agreement are  included
for  convenience of reference only and in no way define or  limit
any   of   the  provisions  hereof  or  otherwise  affect   their
construction   or   effect.  This  Agreement  may   be   executed
simultaneously in two or more counterparts, each of  which  shall
be deemed an original, but all of which together shall constitute
one and the same instrument.

In interpreting the provisions of this Agreement, the definitions
contained  in  Section  2(a) of the 1940  Act  (particularly  the
definitions of "affiliated person," "assignment" and "majority of
the  outstanding  voting  securities"),  as  from  time  to  time
amended,  shall be applied, subject, however, to such  exemptions
as may be granted by the SEC by any rule, regulation or order.

This Agreement shall be construed in accordance with the laws  of
the  Commonwealth of Massachusetts, provided that nothing  herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.

This  Agreement shall supersede all prior investment advisory  or
management agreements entered into between you and the  Trust  on
behalf of the Fund.

If  you  are in agreement with the foregoing, please execute  the
form of acceptance on the accompanying counterpart of this letter
and  return such counterpart to the Trust, whereupon this  letter
shall become a binding contract effective as of the date of  this
Agreement.

                                   Yours very truly,

                                   KEMPER  STATE TAX-FREE  INCOME
                                   SERIES,  on behalf  of  Kemper
                                   Ohio Tax-Free Income Fund

                                   By:
                                      President


The foregoing Agreement is hereby accepted as of the date hereof.


                                   SCUDDER   KEMPER  INVESTMENTS,
INC.

                                   By:
                                      Treasurer





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