CASH ACCOUNT TRUST
NSAR-B, 1999-06-29
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<PAGE>      PAGE  1
000 B000000 04/30/99
000 C000000 0000858372
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 CASH ACCOUNT TRUST
001 B000000 811-5970
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  3
007 C010100  1
007 C020100 MONEY MARKET PORTFOLIO
007 C030100 N
007 C010200  2
007 C020200 GOVERNMENT SECURITIES PORTFOLIO
007 C030200 N
007 C010300  3
007 C020300 TAX-EXEMPT PORTFOLIO
007 C030300 N
007 C010400  4
007 C010500  5
007 C010600  6
007 C010700  7
007 C010800  8
007 C010900  9
007 C011000 10
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
<PAGE>      PAGE  2
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 SCUDDER INVESTOR SERVICES, INC.
014 B00AA01 8-298
014 A00AA02 KEMPER DISTRIBUTORS, INC.
014 B00AA02 8-47765
014 A00AA03 GRUNTAL & CO., INC.
014 B00AA03 8-31022
014 A00AA04 THE GMS GROUP, L.L.C. (A GRUNTAL AFFILIATE)
014 B00AA04 8-23936
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 C000001      0
020 C000002      0
020 C000003      0
020 C000004      0
020 C000005      0
020 C000006      0
020 C000007      0
020 C000008      0
020 C000009      0
020 C000010      0
021  000000        0
022 A000001 GOLDMAN, SACHS & CO.
022 B000001 13-5108880
<PAGE>      PAGE  3
022 C000001   6559901
022 D000001    214405
022 A000002 LEHMAN BROTHERS INC.
022 B000002 13-2518466
022 C000002   5834021
022 D000002    227589
022 A000003 CS FIRST BOSTON CORPORATION
022 B000003 13-2565945
022 C000003   3361460
022 D000003     99706
022 A000004 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
022 B000004 13-5674085
022 C000004   3037547
022 D000004    187513
022 A000005 SALOMON SMITH BARNEY HOLDINGS INC.
022 B000005 22-1660266
022 C000005   2697666
022 D000005     81216
022 A000006 CHASE SECURITIES INC.
022 B000006 13-2633612
022 C000006   1480931
022 D000006     68794
022 A000007 MORGAN STANLEY DISCOVER * CO.
022 B000007 13-2655998
022 C000007   1307942
022 D000007     32390
022 A000008 BEAR STEARNS & CO. INC.
022 B000008 13-3299429
022 C000008    780700
022 D000008     37410
022 A000009 NOMURA SECURITIES INTERNATIONAL, INC.
022 B000009 13-2642206
022 C000009    469000
022 D000009     91675
022 A000010 FIRST CHICAGO NBD CORPORATION
022 B000010 36-0899825
022 C000010    449907
022 D000010     63333
023 C000000   28949911
023 D000000    1269778
026 A000000 N
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 N
<PAGE>      PAGE  4
030 A00AA00      0
030 B00AA00  0.00
030 C00AA00  0.00
031 A00AA00      0
031 B00AA00      0
032  00AA00      0
033  00AA00      0
034  00AA00 N
035  00AA00      0
036 B00AA00      0
037  00AA00 N
038  00AA00      0
039  00AA00 N
040  00AA00 Y
041  00AA00 Y
045  00AA00 Y
046  00AA00 N
047  00AA00 Y
048  00AA00  0.000
048 A01AA00   500000
048 A02AA00 0.220
048 B01AA00   500000
048 B02AA00 0.200
048 C01AA00  1000000
048 C02AA00 0.175
048 D01AA00  1000000
048 D02AA00 0.160
048 E01AA00        0
048 E02AA00 0.000
048 F01AA00        0
048 F02AA00 0.000
048 G01AA00        0
048 G02AA00 0.000
048 H01AA00        0
048 H02AA00 0.000
048 I01AA00        0
048 I02AA00 0.000
048 J01AA00        0
048 J02AA00 0.000
048 K01AA00  3000000
048 K02AA00 0.150
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
<PAGE>      PAGE  5
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 Y
060 B00AA00 Y
061  00AA00     1000
066 A00AA00 N
067  00AA00 N
068 A00AA00 N
068 B00AA00 N
069  00AA00 N
077 A000000 Y
077 B000000 Y
077 C000000 Y
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 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
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 250
082 A00AA00 N
082 B00AA00        0
083 A00AA00 N
083 B00AA00        0
084 A00AA00 N
084 B00AA00        0
085 A00AA00 Y
085 B00AA00 N
<PAGE>      PAGE  6
086 A010000      0
086 A020000      0
086 B010000      0
086 B020000      0
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
024  000100 Y
025 A000101 BEAR STEARNS COS., INC.
025 B000101 13-3299429
025 C000101 D
025 D000101   20000
025 A000102 CS FIRST BOSTON, INC.
025 B000102 13-5659485
025 C000102 D
025 D000102   22000
025 A000103 GOLDMAN, SACHS GROUP, L.P.
025 B000103 13-5108880
025 C000103 D
025 D000103   25000
025 A000104 LEHMAN BROTHER HOLDINGS, INC.
025 B000104 13-2518466
025 C000104 D
025 D000104   29788
025 A000105 MERRILL LYNCH & CO., INC.
025 B000105 13-5674085
025 C000105 D
025 D000105   20000
025 A000106 SALOMON SMITH BARNEY HOLDINGS INC.
025 B000106 22-1660266
025 C000106 D
025 D000106   54921
025 D000107       0
025 D000108       0
028 A010100   1299865
028 A020100      8559
028 A030100         0
028 A040100   1030026
028 B010100   1646904
028 B020100         0
028 B030100         0
028 B040100   1456984
028 C010100   4984896
028 C020100     17628
028 C030100         0
028 C040100   4745683
<PAGE>      PAGE  7
028 D010100   1881982
028 D020100     10263
028 D030100         0
028 D040100   1814728
028 E010100   2268572
028 E020100      8977
028 E030100         0
028 E040100   2097228
028 F010100   3195539
028 F020100     10305
028 F030100         0
028 F040100   2954304
028 G010100  15277758
028 G020100     55732
028 G030100         0
028 G040100  14098953
028 H000100         0
042 A000100   0
042 B000100   0
042 C000100   0
042 D000100   0
042 E000100   0
042 F000100   0
042 G000100   0
042 H000100 100
043  000100  12373
044  000100  14407
049  000100 N
050  000100 N
051  000100 N
052  000100 N
053 A000100 Y
053 B000100 Y
053 C000100 N
062 A000100 Y
062 B000100   0.0
062 C000100   2.1
062 D000100   5.7
062 E000100   0.0
062 F000100   9.7
062 G000100  11.6
062 H000100   0.0
062 I000100  70.5
062 J000100   0.0
062 K000100   0.0
062 L000100   0.0
062 M000100   0.0
062 N000100   0.0
062 O000100   0.0
062 P000100   0.0
062 Q000100   0.0
<PAGE>      PAGE  8
062 R000100   0.0
063 A000100  28
063 B000100  0.0
064 A000100 Y
064 B000100 N
070 A010100 Y
070 A020100 Y
070 B010100 N
070 B020100 N
070 C010100 N
070 C020100 N
070 D010100 N
070 D020100 N
070 E010100 N
070 E020100 N
070 F010100 N
070 F020100 N
070 G010100 N
070 G020100 N
070 H010100 N
070 H020100 N
070 I010100 N
070 I020100 N
070 J010100 Y
070 J020100 Y
070 K010100 N
070 K020100 N
070 L010100 Y
070 L020100 Y
070 M010100 N
070 M020100 N
070 N010100 N
070 N020100 N
070 O010100 N
070 O020100 N
070 P010100 N
070 P020100 N
070 Q010100 N
070 Q020100 N
070 R010100 N
070 R020100 N
071 A000100         0
071 B000100         0
071 C000100         0
071 D000100    0
072 A000100 12
072 B000100   121366
072 C000100        0
072 D000100        0
072 E000100        0
072 F000100     4086
<PAGE>      PAGE  9
072 G000100        0
072 H000100        0
072 I000100        0
072 J000100     6230
072 K000100        0
072 L000100      480
072 M000100       25
072 N000100      510
072 O000100        0
072 P000100        0
072 Q000100        0
072 R000100       30
072 S000100       11
072 T000100    12373
072 U000100        0
072 V000100        0
072 W000100        6
072 X000100    23751
072 Y000100      966
072 Z000100    98581
072AA000100        0
072BB000100        0
072CC010100        0
072CC020100        0
072DD010100    98581
072DD020100        0
072EE000100        0
073 A010100   0.0437
073 A020100   0.0366
073 B000100   0.0000
073 C000100   0.0000
074 A000100    32323
074 B000100   190000
074 C000100  3139439
074 D000100        0
074 E000100        0
074 F000100        0
074 G000100        0
074 H000100        0
074 I000100        0
074 J000100        0
074 K000100        0
074 L000100     6184
074 M000100        0
074 N000100  3367946
074 O000100        0
074 P000100     2420
074 Q000100        0
074 R010100        0
074 R020100        0
074 R030100        0
<PAGE>      PAGE  10
074 R040100    21666
074 S000100        0
074 T000100  3343860
074 U010100  3343385
074 U020100      475
074 V010100     1.00
074 V020100     0.00
074 W000100   0.9998
074 X000100   347294
074 Y000100        0
075 A000100  2273817
075 B000100        0
076  000100     0.00
024  000200 N
028 A010200    141869
028 A020200      2578
028 A030200         0
028 A040200    130955
028 B010200    178540
028 B020200         0
028 B030200         0
028 B040200    150150
028 C010200    226502
028 C020200      4806
028 C030200         0
028 C040200    182151
028 D010200    175041
028 D020200      2732
028 D030200         0
028 D040200    186888
028 E010200    203357
028 E020200      2343
028 E030200         0
028 E040200    194832
028 F010200    253198
028 F020200      2528
028 F030200         0
028 F040200    246232
028 G010200   1178507
028 G020200     14987
028 G030200         0
028 G040200   1091208
028 H000200         0
042 A000200   0
042 B000200   0
042 C000200   0
042 D000200   0
042 E000200   0
042 F000200   0
042 G000200   0
042 H000200 100
<PAGE>      PAGE  11
043  000200   4329
044  000200   4457
049  000200 N
050  000200 N
051  000200 N
052  000200 N
053 A000200 Y
053 B000200 Y
053 C000200 N
062 A000200 Y
062 B000200   0.0
062 C000200  47.7
062 D000200  51.7
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   0.0
062 P000200   0.0
062 Q000200   0.0
062 R000200   0.0
063 A000200  19
063 B000200  0.0
064 A000200 Y
064 B000200 N
070 A010200 Y
070 A020200 Y
070 B010200 N
070 B020200 N
070 C010200 N
070 C020200 N
070 D010200 N
070 D020200 N
070 E010200 N
070 E020200 N
070 F010200 N
070 F020200 N
070 G010200 N
070 G020200 N
070 H010200 N
070 H020200 N
070 I010200 N
070 I020200 N
070 J010200 Y
070 J020200 N
<PAGE>      PAGE  12
070 K010200 N
070 K020200 N
070 L010200 N
070 L020200 N
070 M010200 N
070 M020200 N
070 N010200 N
070 N020200 N
070 O010200 N
070 O020200 N
070 P010200 N
070 P020200 N
070 Q010200 N
070 Q020200 N
070 R010200 N
070 R020200 N
071 A000200         0
071 B000200         0
071 C000200         0
071 D000200    0
072 A000200 12
072 B000200    37848
072 C000200        0
072 D000200        0
072 E000200        0
072 F000200     1270
072 G000200        0
072 H000200        0
072 I000200        0
072 J000200     1353
072 K000200        0
072 L000200       40
072 M000200       12
072 N000200      206
072 O000200        0
072 P000200        0
072 Q000200        0
072 R000200       11
072 S000200        9
072 T000200     4329
072 U000200        0
072 V000200        0
072 W000200       92
072 X000200     7322
072 Y000200      103
072 Z000200    30629
072AA000200        0
072BB000200        0
072CC010200        0
072CC020200        0
072DD010200    30629
<PAGE>      PAGE  13
072DD020200        0
072EE000200        0
073 A010200   0.0425
073 A020200   0.0000
073 B000200   0.0000
073 C000200   0.0000
074 A000200     4361
074 B000200   410000
074 C000200   378250
074 D000200        0
074 E000200        0
074 F000200        0
074 G000200        0
074 H000200        0
074 I000200        0
074 J000200        0
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074 L000200     3262
074 M000200        0
074 N000200   795873
074 O000200        0
074 P000200      142
074 Q000200        0
074 R010200        0
074 R020200        0
074 R030200        0
074 R040200     2561
074 S000200        0
074 T000200   793170
074 U010200   793170
074 U020200        0
074 V010200     1.00
074 V020200     0.00
074 W000200   0.9995
074 X000200    87222
074 Y000200        0
075 A000200   721421
075 B000200        0
076  000200     0.00
024  000300 N
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028 B030300         0
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028 C020300      1455
028 C030300         0
<PAGE>      PAGE  14
028 C040300    173115
028 D010300    158866
028 D020300       651
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028 E010300    178065
028 E020300       630
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028 F010300    220185
028 F020300       694
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028 F040300    246513
028 G010300   1074198
028 G020300      4216
028 G030300         0
028 G040300   1054149
028 H000300         0
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   1831
044  000300   1942
049  000300 N
050  000300 N
051  000300 N
052  000300 N
053 A000300 N
062 A000300 Y
062 B000300   0.0
062 C000300   0.0
062 D000300   0.0
062 E000300 100.5
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
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062 R000300   0.0
<PAGE>      PAGE  15
063 A000300  28
063 B000300  0.0
064 A000300 Y
064 B000300 N
070 A010300 Y
070 A020300 N
070 B010300 N
070 B020300 N
070 C010300 N
070 C020300 N
070 D010300 N
070 D020300 N
070 E010300 N
070 E020300 N
070 F010300 N
070 F020300 N
070 G010300 N
070 G020300 N
070 H010300 N
070 H020300 N
070 I010300 N
070 I020300 N
070 J010300 Y
070 J020300 N
070 K010300 N
070 K020300 N
070 L010300 Y
070 L020300 N
070 M010300 N
070 M020300 N
070 N010300 N
070 N020300 N
070 O010300 N
070 O020300 N
070 P010300 N
070 P020300 N
070 Q010300 N
070 Q020300 N
070 R010300 N
070 R020300 N
071 A000300         0
071 B000300         0
071 C000300         0
071 D000300    0
072 A000300 12
072 B000300    12284
072 C000300        0
072 D000300        0
072 E000300        0
072 F000300      699
072 G000300        0
<PAGE>      PAGE  16
072 H000300        0
072 I000300        0
072 J000300      707
072 K000300        0
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072 M000300        7
072 N000300       38
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072 P000300        0
072 Q000300        0
072 R000300        7
072 S000300        0
072 T000300     1831
072 U000300        0
072 V000300        0
072 W000300        0
072 X000300     3320
072 Y000300        0
072 Z000300     8964
072AA000300        0
072BB000300        0
072CC010300        0
072CC020300        0
072DD010300     8964
072DD020300        0
072EE000300        0
073 A010300   0.0247
073 A020300   0.0000
073 B000300   0.0000
073 C000300   0.0000
074 A000300        0
074 B000300        0
074 C000300   382604
074 D000300        0
074 E000300        0
074 F000300        0
074 G000300        0
074 H000300        0
074 I000300        0
074 J000300        0
074 K000300        0
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074 M000300        0
074 N000300   384097
074 O000300        0
074 P000300      198
074 Q000300        0
074 R010300        0
074 R020300        0
074 R030300        0
074 R040300     3270
<PAGE>      PAGE  17
074 S000300        0
074 T000300   380629
074 U010300   380629
074 U020300        0
074 V010300     1.00
074 V020300     0.00
074 W000300   0.9999
074 X000300    37366
074 Y000300        0
075 A000300   366298
075 B000300        0
076  000300     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>
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> 0000858372
<NAME> CASH ACCOUNT TRUST
<SERIES>
   <NUMBER> 011
   <NAME> MONEY MARKET PORTFOLIO SERVICE SHARES
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          APR-30-1999
<PERIOD-START>                             MAY-01-1998
<PERIOD-END>                               APR-30-1999
<INVESTMENTS-AT-COST>                        3,329,439
<INVESTMENTS-AT-VALUE>                       3,329,439
<RECEIVABLES>                                    6,184
<ASSETS-OTHER>                                  32,323
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               3,367,946
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       24,086
<TOTAL-LIABILITIES>                             24,086
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     3,343,860
<SHARES-COMMON-STOCK>                        3,343,385
<SHARES-COMMON-PRIOR>                        1,995,057
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 3,343,860
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              121,366
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (22,785)
<NET-INVESTMENT-INCOME>                         98,581
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           98,581
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (98,581)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     21,381,309
<NUMBER-OF-SHARES-REDEEMED>               (20,129,927)
<SHARES-REINVESTED>                             96,946
<NET-CHANGE-IN-ASSETS>                       1,348,803
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            4,086
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 25,018
<AVERAGE-NET-ASSETS>                         2,273,817
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                    .04
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                             (.04)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   1.00
[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>
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> 0000858372
<NAME> CASH ACCOUNT TRUST
<SERIES>
   <NUMBER> 012
   <NAME> MONEY MARKET PORTFOLIO INSTITUTIONAL SHARES
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   4-MOS
<FISCAL-YEAR-END>                          APR-30-1999
<PERIOD-START>                             JAN-22-1999
<PERIOD-END>                               APR-30-1999
<INVESTMENTS-AT-COST>                        3,329,439
<INVESTMENTS-AT-VALUE>                       3,329,439
<RECEIVABLES>                                    6,184
<ASSETS-OTHER>                                  32,323
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               3,367,946
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       24,086
<TOTAL-LIABILITIES>                             24,086
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     3,343,860
<SHARES-COMMON-STOCK>                              102
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 3,343,860
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              121,366
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (22,785)
<NET-INVESTMENT-INCOME>                         98,581
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           98,581
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (98,581)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            101
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  1
<NET-CHANGE-IN-ASSETS>                       1,348,803
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            4,086
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 25,018
<AVERAGE-NET-ASSETS>                         2,273,817
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                    .01
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                             (.01)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .25
[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>
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> 0000858372
<NAME> CASH ACCOUNT TRUST
<SERIES>
   <NUMBER> 013
   <NAME> MONEY MARKET PORTFOLIO PREMIER SHARES
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   4-MOS
<FISCAL-YEAR-END>                          APR-30-1999
<PERIOD-START>                             JAN-22-1999
<PERIOD-END>                               APR-30-1999
<INVESTMENTS-AT-COST>                        3,329,439
<INVESTMENTS-AT-VALUE>                       3,329,439
<RECEIVABLES>                                    6,184
<ASSETS-OTHER>                                  32,323
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               3,367,946
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       24,086
<TOTAL-LIABILITIES>                             24,086
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     3,343,860
<SHARES-COMMON-STOCK>                              101
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 3,343,860
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              121,366
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (22,785)
<NET-INVESTMENT-INCOME>                         98,581
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           98,581
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (98,581)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            100
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  1
<NET-CHANGE-IN-ASSETS>                       1,348,803
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            4,086
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 25,018
<AVERAGE-NET-ASSETS>                         2,273,817
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                    .01
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                             (.01)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .57
[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>
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> 0000858372
<NAME> CASH ACCOUNT TRUST
<SERIES>
   <NUMBER> 014
   <NAME> MONEY MARKET PORTFOLIO RETAIL SHARES
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   4-MOS
<FISCAL-YEAR-END>                          APR-30-1999
<PERIOD-START>                             JAN-22-1999
<PERIOD-END>                               APR-30-1999
<INVESTMENTS-AT-COST>                        3,329,439
<INVESTMENTS-AT-VALUE>                       3,329,439
<RECEIVABLES>                                    6,184
<ASSETS-OTHER>                                  32,323
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               3,367,946
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       24,086
<TOTAL-LIABILITIES>                             24,086
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     3,343,860
<SHARES-COMMON-STOCK>                              272
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 3,343,860
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              121,366
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (22,785)
<NET-INVESTMENT-INCOME>                         98,581
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           98,581
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (98,581)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            270
<NUMBER-OF-SHARES-REDEEMED>                          1
<SHARES-REINVESTED>                                  3
<NET-CHANGE-IN-ASSETS>                       1,348,803
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            4,086
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 25,018
<AVERAGE-NET-ASSETS>                         2,273,817
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                    .01
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                             (.01)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .67
[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>
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> 0000858372
<NAME> CASH ACCOUNT TRUST
<SERIES>
   <NUMBER> 02
   <NAME> GOVERNMENT SECURITIES PORTFOLIO
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          APR-30-1999
<PERIOD-START>                             MAY-01-1998
<PERIOD-END>                               APR-30-1999
<INVESTMENTS-AT-COST>                          788,250
<INVESTMENTS-AT-VALUE>                         788,250
<RECEIVABLES>                                    3,262
<ASSETS-OTHER>                                   4,361
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 795,873
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        2,703
<TOTAL-LIABILITIES>                              2,703
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       793,170
<SHARES-COMMON-STOCK>                          793,170
<SHARES-COMMON-PRIOR>                          804,565
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   793,170
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               37,848
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (7,219)
<NET-INVESTMENT-INCOME>                         30,629
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           30,629
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (30,629)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,169,876
<NUMBER-OF-SHARES-REDEEMED>                (2,211,568)
<SHARES-REINVESTED>                             30,297
<NET-CHANGE-IN-ASSETS>                        (11,395)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,270
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  7,322
<AVERAGE-NET-ASSETS>                           721,421
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                    .04
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                             (.04)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   1.00
[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>
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> 0000858372
<NAME> CASH ACCOUNT TRUST
<SERIES>
   <NUMBER> 03
   <NAME> TAX-EXEMPT PORTFOLIO
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          APR-30-1999
<PERIOD-START>                             MAY-01-1998
<PERIOD-END>                               APR-30-1999
<INVESTMENTS-AT-COST>                          382,604
<INVESTMENTS-AT-VALUE>                         382,604
<RECEIVABLES>                                    1,493
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 384,097
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        3,468
<TOTAL-LIABILITIES>                              3,468
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       380,629
<SHARES-COMMON-STOCK>                          380,629
<SHARES-COMMON-PRIOR>                          368,141
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   380,629
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               12,284
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (3,320)
<NET-INVESTMENT-INCOME>                          8,964
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                            8,964
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      (8,964)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,019,293
<NUMBER-OF-SHARES-REDEEMED>                (2,015,626)
<SHARES-REINVESTED>                              8,821
<NET-CHANGE-IN-ASSETS>                          12,488
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              699
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  3,320
<AVERAGE-NET-ASSETS>                           366,298
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                    .02
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                             (.02)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .91
[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
June 15, 1999






Kemper Funds

                                   Exhibit A

April 30, 1999
Cash Account Trust-
  Money Market Portfolio
  Government Securities Portfolio
  Tax Exempt Portfolio




<PAGE>
 Cash Account Trust                                                           23

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

SPECIAL SHAREHOLDERS' MEETING

On December 17, 1998, a special shareholders' meeting was held. Cash Account
Trust shareholders were asked to vote on two separate issues: approval of the
new Investment Management Agreement between the fund and Scudder Kemper
Investments, Inc. and approval to modify or eliminate certain policies and to
eliminate the shareholder approval requirements as to certain other matters. The
second proposal (Proposal #2) did not receive sufficient votes to approve the
proposed changes and the meeting was adjourned. When the meeting reconvened on
January 25, 1999, Proposal #2 did not pass. The following are the results.

1.) APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE FUND AND
    SCUDDER KEMPER INVESTMENTS, INC. THIS ITEM WAS APPROVED.

<TABLE>
<CAPTION>
           FOR         AGAINST      ABSTAIN
      ---------------------------------------
      <S>             <C>          <C>
      Money Market Portfolio
      1,639,197,099   14,891,846   24,678,225
      Government Securities Portfolio
      577,890,566      5,471,157    5,978,464
      Tax-Exempt Portfolio
      302,869,065      1,336,436    2,359,367
</TABLE>

2.) TO MODIFY OR ELIMINATE CERTAIN POLICIES AND TO ELIMINATE THE SHAREHOLDER
    APPROVAL REQUIREMENT AS TO CERTAIN OTHER MATTERS. THERE WAS AN INSUFFICIENT
    NUMBER OF VOTES FOR EACH ITEM. THESE ITEMS WERE NOT APPROVED.

<TABLE>
<CAPTION>
           FOR         AGAINST      ABSTAIN
      ---------------------------------------
      <S>             <C>          <C>
      INVESTMENT OBJECTIVES
      Money Market Portfolio
      334,232,699     49,044,975   37,008,770
      Government Securities Portfolio
      170,761,026     18,049,147   13,766,669
      Tax-Exempt Portfolio
      74,308,567       8,086,980    5,394,910

      INVESTMENT POLICIES
      Money Market Portfolio
      335,165,425     48,112,248   37,008,770
</TABLE>

<TABLE>
<CAPTION>
           FOR         AGAINST      ABSTAIN
      ---------------------------------------
      <S>             <C>          <C>
      Government Securities Portfolio
      170,772,520     18,037,653   13,766,669
      Tax-Exempt Portfolio
      74,378,847       8,016,701    5,394,910

      DIVERSIFICATION
      Money Market Portfolio
      335,742,351     47,535,323   37,008,770
      Government Securities Portfolio
      170,955,641     17,854,532   13,766,669
      Tax-Exempt Portfolio
      74,724,808       7,670,739    5,394,910

      BORROWING
      Money Market Portfolio
      334,487,196     48,790,478   37,008,770
      Government Securities Portfolio
      170,663,161     18,147,012   13,766,669
      Tax-Exempt Portfolio
      74,435,695       7,959,852    5,394,910

      SENIOR SECURITIES
      Money Market Portfolio
      336,175,285     47,102,388   37,008,770
      Government Securities Portfolio
      170,986,919     17,823,253   13,766,669
      Tax-Exempt Portfolio
      74,813,393       7,582,155    5,394,910

      CONCENTRATION
      Money Market Portfolio
      335,979,304     47,298,369   37,008,770
      Government Securities Portfolio
      170,925,140     17,885,033   13,766,669
      Tax-Exempt Portfolio
      74,783,553       7,611,995    5,394,910

      UNDERWRITING OF SECURITIES
      Money Market Portfolio
      336,310,954     46,966,719   37,008,770
      Government Securities Portfolio
      170,761,114     18,049,059   13,766,669
      Tax-Exempt Portfolio
      74,761,290       7,634,258    5,394,910
</TABLE>


<PAGE>
 Cash Account Trust                                                           24
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
           FOR         AGAINST      ABSTAIN
      ---------------------------------------
      <S>             <C>          <C>
      INVESTMENT IN REAL ESTATE
      Money Market Portfolio
      335,367,643     47,910,030   37,008,770
      Government Securities Portfolio
      170,149,564     18,660,609   13,766,669
      Tax-Exempt Portfolio
      74,371,170       8,024,377    5,394,910

      PURCHASE OF COMMODITIES
      Money Market Portfolio
      334,690,582     48,587,093   37,008,770
      Government Securities Portfolio
      170,311,843     18,498,330   13,766,669
      Tax-Exempt Portfolio
      74,344,497       8,051,050    5,394,910

      LENDING
      Money Market Portfolio
      335,197,685     48,079,989   37,008,770
      Government Securities Portfolio
      170,546,492     18,263,681   13,766,669
      Tax-Exempt Portfolio
      74,677,618       7,717,930    5,394,910

      MARGIN PURCHASES AND SHORT SALES
      Money Market Portfolio
      332,283,052     50,994,622   37,008,770
      Government Securities Portfolio
      169,352,574     19,457,599   13,766,669
      Tax-Exempt Portfolio
      74,488,411       7,907,136    5,394,910

      PURCHASES OF SECURITIES OF RELATED
        ISSUERS
      Money Market Portfolio
      335,123,497     48,154,176   37,008,770
      Government Securities Portfolio
      170,507,979     18,302,194   13,766,669
      Tax-Exempt Portfolio
      74,783,494       7,612,054    5,394,910

      PLEDGING OF ASSETS
      Money Market Portfolio
      333,557,071     49,720,603   37,008,770
</TABLE>

<TABLE>
<CAPTION>
           FOR         AGAINST      ABSTAIN
      ---------------------------------------
      <S>             <C>          <C>
      Government Securities Portfolio
      169,884,844     18,925,329   13,766,669
      Tax-Exempt Portfolio
      74,724,433       7,671,115    5,394,910

      RESTRICTED AND ILLIQUID SECURITIES
      Money Market Portfolio
      332,570,816     50,706,857   37,008,770
      Government Securities Portfolio
      169,486,693     19,323,480   13,766,669
      Tax-Exempt Portfolio
      74,246,436       8,149,111    5,394,910

      PURCHASES OF SECURITIES
      Money Market Portfolio
      335,135,444     48,142,230   37,008,770
      Government Securities Portfolio
      170,649,665     18,160,508   13,766,669
      Tax-Exempt Portfolio
      74,765,805       7,629,743    5,394,910

      PURCHASES OF PUTS AND CALLS
      Money Market Portfolio
      333,431,910     49,845,764   37,008,770
      Government Securities Portfolio
      169,450,526     19,359,647   13,766,669
      Tax-Exempt Portfolio
      74,601,118       7,794,429    5,394,910

      INVESTMENT FOR THE PURPOSE OF
      EXERCISING CONTROL OR MANAGEMENT
      Money Market Portfolio
      334,371,008     48,906,666   37,008,770
      Government Securities Portfolio
      170,555,489     18,254,684   13,766,669
      Tax-Exempt Portfolio
      73,728,695       8,666,853    5,394,910

      INVESTMENT IN MINERAL EXPLORATION
      Money Market Portfolio
      331,434,890     51,842,783   37,008,770
      Government Securities Portfolio
      169,157,324     19,652,849   13,766,669
</TABLE>


<PAGE>
 Cash Account Trust                                                           25
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
           FOR         AGAINST      ABSTAIN
      ---------------------------------------
      <S>             <C>          <C>
      Tax-Exempt Portfolio
      73,809,553       8,585,995    5,394,910

      INVESTMENT IN ISSUERS WITH SHORT
        HISTORIES
      Money Market Portfolio
      333,299,714     49,977,959   37,008,770
      Government Securities Portfolio
      169,375,889     19,434,284   13,766,669
      Tax-Exempt Portfolio
      74,277,109       8,118,439    5,394,910

      INVESTMENT IN OTHER INVESTMENT
        COMPANIES
      Money Market Portfolio
      334,566,216     48,711,458   37,008,770
      Government Securities Portfolio
      169,768,481     19,041,692   13,766,669
      Tax-Exempt Portfolio
      74,690,554       7,704,994    5,394,910

      INVESTMENT IN NON-US GOVERNMENT
        SECURITIES
      Money Market Portfolio
      334,387,390     48,890,283   37,008,770
</TABLE>

<TABLE>
<CAPTION>
           FOR         AGAINST      ABSTAIN
      ---------------------------------------
      <S>             <C>          <C>
      Government Securities Portfolio
      169,639,928     19,170,245   13,766,669
      Tax-Exempt Portfolio
      74,422,336       7,973,212    5,394,910

      INVESTMENT OTHER THAN IN ACCORDANCE
      WITH OBJECTIVE AND POLICIES
      Money Market Portfolio
      331,631,829     51,645,845   37,008,770
      Government Securities Portfolio
      168,691,359     20,118,814   13,766,669
      Tax-Exempt Portfolio
      73,750,970       8,644,578    5,394,910

      INVESTMENT IN MUNICIPAL SECURITIES
      Money Market Portfolio
      336,109,140     47,168,534   37,008,770
      Government Securities Portfolio
      170,967,615     17,842,558   13,766,669
      Tax-Exempt Portfolio
      74,800,067       7,595,481    5,394,910
</TABLE>







6
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\CAT\ima_s98
                INVESTMENT MANAGEMENT AGREEMENT

                       Cash Account Trust
                   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
                     Money Market Portfolio
                Government Securities Portfolio
                      Tax-Exempt Portfolio

Ladies and Gentlemen:

CASH  ACCOUNT  TRUST  (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  the Money  Market  Portfolio,  the
Government Securities Portfolio and the Tax-Exempt Portfolio each
a  "Fund"  and collectively, the "Funds". 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 Funds, has selected you to act as the
investment  manager  of  the Funds 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.    In  the event the Trust establishes  one  or  more
additional series with respect to which it desires to retain  you
to  render the services described hereunder, it shall notify  you
in  writing.   If  you are willing to render such  services,  you
shall  notify  the Trust in writing, whereupon such series  shall
become a Fund hereunder.  Accordingly, the Trust on behalf of the
Funds agrees with you as follows:

1.    Delivery of Documents. The Trust engages in the business of
investing  and reinvesting the assets of each 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  each  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 Funds:

     (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 each 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   Funds,   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 Funds, you shall provide continuing investment management  of
the  assets  of  the  Funds  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  Funds 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  Funds  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
Funds'  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 each 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 each 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 each 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 Funds  such  office
space  and  facilities  in the United States  as  the  Funds  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  Funds  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  Funds'  transfer  agent;  assisting   in   the
preparation  and filing of each Fund's federal, state  and  local
tax  returns; preparing and filing each 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 each  Fund
under  applicable federal and state securities laws;  maintaining
or  causing to be maintained for the Funds 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 Funds' custodian  or  other
agents  of  the  Funds; assisting in establishing the  accounting
policies  of the Fund; assisting in the resolution of  accounting
issues  that may arise with respect to the Funds' 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  each  Fund's  operating   expense
budgets;  reviewing each Fund's bills; processing the payment  of
bills  that have been approved by an authorized person; assisting
the   Funds   in   determining  the  amount  of   dividends   and
distributions  available  to  be  paid  by  each  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 Funds' 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  Funds or any other person not  a  party  to  this
Agreement which is obligated to provide services to the Funds.

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 each Fund's share  of  payroll
taxes)  who  are  affiliated persons of you, and you  shall  make
available, without expense to the Funds, 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 Funds 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  Funds'  Trustees  and
officers  as  are directors, officers or employees of  you  whose
services  may  be  involved, for the following expenses  of  each
Fund: organization expenses of each 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 Funds' 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 Funds in connection with membership in investment
company  trade  organizations; fees and expenses  of  the  Funds'
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 each Fund; expenses  relating
to   investor  and  public  relations;  expenses  and   fees   of
registering or qualifying Shares of each Fund for sale;  interest
charges,  bond  premiums  and other insurance  expense;  freight,
insurance  and other charges in connection with the  shipment  of
each  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  Funds;  expenses of printing and  distributing  reports,
notices  and dividends to shareholders; expenses of printing  and
mailing  Prospectuses  and  SAIs of  each  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 a 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  a
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  a  Fund  shall  have
adopted  a plan in conformity with Rule 12b-1 under the 1940  Act
providing that a 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 a 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 Funds 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  .22  of  1
percent of the combined average daily net assets as defined below
of  the  Funds  for such month; provided that, for  any  calendar
month   during   which  the  average  of  such   values   exceeds
$500,000,000, the fee payable for that month based on the portion
of  the average of such values in excess of $500,000,000 shall be
1/12 of .20 of 1 percent of such portion; provided that, for  any
calendar month during which the average of such values exceeds $1
billion,  the fee payable for that month based on the portion  of
the  average of such values in excess of $1 billion shall be 1/12
of  .175  of  1 percent of such portion; provided that,  for  any
calendar month during which the average of such values exceeds $2
billion,  the fee payable for that month based on the portion  of
the  average of such values in excess of $2 billion shall be 1/12
of  .16 of 1 percent of such portion; and provided that, for  any
calendar month during which the average of such values exceeds $3
billion,  the fee payable for that month based on the portion  of
the  average of such values in excess of $3 billion shall be 1/12
of  .15  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 Funds and unpaid.

The  "average daily net assets" of a Fund shall mean the  average
of  the values placed on a Fund's net assets as of 4:00 p.m. (New
York time) on each day on which the net asset value of a Fund  is
determined consistent with the provisions of Rule 22c-1 under the
1940  Act or, if a 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 a 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 such 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  a  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 Funds' 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 Funds, 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  each
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 a Fund,  you
shall  act solely as investment counsel for such clients and  not
in any way on behalf of such Fund.

Your services to the Funds 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 a 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  Funds  recognize
that  in some cases this procedure may adversely affect the  size
of  the  position  that may be acquired or disposed  of  for  the
Funds.

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 a 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 Funds or their 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 December 1, 1998, and  continue  in
force from year to year thereafter with respect to each Fund, but
only  so  long  as such continuance is specifically approved  for
each Fund 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 such 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 a Fund  at  any
time,  without  the payment of any penalty,  by  the  vote  of  a
majority of the outstanding voting securities of such 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 a 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
such  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  "Cash Account  Trust"  refers  to  the
Trustees under the Declaration collectively as Trustees  and  not
as  individuals or personally, and that no shareholder of a Fund,
or  Trustee,  officer, employee or agent of the Trust,  shall  be
subject  to claims against or obligations of the Trust  or  of  a
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 each Fund  pursuant
to  this Agreement shall be limited in all cases to each Fund and
its  assets,  and  you shall not seek satisfaction  of  any  such
obligation from the shareholders or any shareholder of a 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 a  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 Funds.

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,

                                         CASH  ACCOUNT TRUST,  on
                                   behalf of
                                   Money Market Portfolio
                                   Government          Securities
Portfolio
                                   Tax-Exempt Portfolio


                                   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\CAT\UND1117.DOC
        UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT


AGREEMENT made this 1st day of August, 1998, between CASH ACCOUNT
TRUST,  a  Massachusetts business trust (the "Fund"), and  KEMPER
DISTRIBUTORS, INC., a Delaware corporation ("KDI").


     In   consideration  of  the  mutual  covenants   hereinafter
contained, it is hereby agreed by and between the parties  hereto
as follows:

     1.    The  Fund  hereby appoints KDI to  act  as  agent  for
distribution of shares of beneficial interest (hereinafter called
"shares") of the Fund in jurisdictions wherein shares of the Fund
may legally be offered for sale; provided, however, that the Fund
in  its absolute discretion may (a) issue or sell shares directly
to  holders  of shares of the Fund upon such terms and conditions
and  for such consideration, if any, as it may determine, whether
in  connection with the distribution of subscription or  purchase
rights,   the   payment   or   reinvestment   of   dividends   or
distributions, or otherwise; or (b) issue or sell shares  at  net
asset  value to the shareholders of any other investment company,
for  which  KDI shall act as exclusive distributor, who  wish  to
exchange all or a portion of their investment in shares  of  such
other  investment  company for shares of  the  Fund.   KDI  shall
appoint  various  financial service firms  ("Firms")  to  provide
distribution services to investors.  The Firms shall provide such
office  space  and  equipment, telephone  facilities,  personnel,
literature   distribution,  advertising  and  promotion   as   is
necessary   or   beneficial   for   providing   information   and
distribution  services to existing and potential clients  of  the
Firms.   KDI may also provide some of the above services for  the
Fund.

     KDI  accepts  such appointment as distributor and  principal
underwriter and agrees to render such services and to assume  the
obligations   herein  set  forth  for  the  compensation   herein
provided.   KDI shall for all purposes herein provided be  deemed
to  be  an  independent contractor and, unless expressly provided
herein  or otherwise authorized, shall have no authority  to  act
for or represent the Fund in any way.  KDI, by separate agreement
with the Fund, may also serve the Fund in other capacities.   The
services  of KDI to the Fund under this Agreement are not  to  be
deemed  exclusive,  and  KDI  shall be  free  to  render  similar
services  or  other services to others so long  as  its  services
hereunder are not impaired thereby.

     In  carrying out its duties and responsibilities  hereunder,
KDI will, pursuant to separate written contracts, appoint various
Firms  to  provide advertising, promotion and other  distribution
services contemplated hereunder directly to or for the benefit of
existing  and potential shareholders who may be clients  of  such
Firms.  Such Firms shall at all times be deemed to be independent
contractors retained by KDI and not the Fund.

     KDI shall use its best efforts with reasonable promptness to
sell  such  part  of the authorized shares of the Fund  remaining
unissued  as  from  time to time shall be effectively  registered
under  the  Securities Act of 1933 ("Securities Act"), at  prices
determined  as hereinafter provided and on terms hereinafter  set
forth,  all  subject  to applicable federal and  state  laws  and
regulations and to the Fund's organizational documents.

     2.    KDI  shall  sell  shares of the  Fund  to  or  through
qualified  Firms  in  such  manner,  not  inconsistent  with  the
provisions  hereof and the then effective registration  statement
(and related prospectus) of the Fund under the Securities Act, as
KDI  may  determine from time to time, provided that no  Firm  or
other person shall be appointed or authorized to act as agent  of
the Fund without prior consent of the Fund.  In addition to sales
made by it as agent of the Fund, KDI may, in its discretion, also
sell shares of the Fund as principal to persons with whom it does
not have selling group agreements.

     Shares  of  any class of any series of the Fund offered  for
sale  or  sold by KDI shall be so offered or sold at a price  per
share  determined in accordance with the then current prospectus.
The price the Fund shall receive for all shares purchased from it
shall  be  the  net  asset value used in determining  the  public
offering price applicable to the sale of such shares.  Any excess
of  the sales price over the net asset value of the shares of the
Fund  sold  by  KDI  as  agent shall be  retained  by  KDI  as  a
commission for its services hereunder.  KDI may compensate  Firms
for  sales  of  shares at the commission levels provided  in  the
Fund's  prospectus  from  time  to  time.   KDI  may  pay   other
commissions, fees or concessions to Firms, any may  pay  them  to
others  in its discretion, in such amounts as KDI shall determine
from  time to time.  KDI shall be entitled to receive and  retain
any  applicable contingent deferred sales charge as described  in
the  Fund's  prospectus.  KDI shall also receive any distribution
services  fee  payable  by the Fund as  provided  in  the  Fund's
Amended  and  Restated 12b-1 Plan, as amended from time  to  time
(the "Plan").

     KDI  will  require  each Firm to conform to  the  provisions
hereof and the Registration Statement (and related prospectus) at
the  time in effect under the Securities Act with respect to  the
public  offering price or net asset value, as applicable, of  the
Fund's  shares, and neither KDI nor any such Firms shall withhold
the placing of purchase orders so as to make a profit thereby.

     3.    The Fund will use its best efforts to keep effectively
registered   under  the  Securities  Act  for  sale   as   herein
contemplated such shares as KDI shall reasonably request  and  as
the  Securities  and Exchange Commission shall permit  to  be  so
registered.  Notwithstanding any other provision hereof, the Fund
may  terminate,  suspend  or  withdraw  the  offering  of  shares
whenever,  in  its sole discretion, it deems such  action  to  be
desirable.

     4.   The Fund will execute any and all documents and furnish
any  and  all  information  that may be reasonably  necessary  in
connection  with  the  qualification  of  its  shares  for   sale
(including  the  qualification of the  Fund  as  a  dealer  where
necessary  or  advisable) in such states as  KDI  may  reasonably
request  (it being understood that the Fund shall not be required
without its consent to comply with any requirement which  in  its
opinion is unduly burdensome).  The Fund will furnish to KDI from
time  to  time such information with respect to the Fund and  its
shares  as KDI may reasonably request for use in connection  with
the sale of shares of the Fund.

     5.    KDI  shall  issue  and deliver or  shall  arrange  for
various  Firms  to issue and deliver on behalf of the  Fund  such
confirmations of sales made by it pursuant to this  Agreement  as
may  be required.  At or prior to the time of issuance of shares,
KDI  will pay or cause to be paid to the Fund the amount due  the
Fund  for the sale of such shares.  Certificates shall be  issued
or  shares registered on the transfer books of the Fund  in  such
names and denominations as KDI may specify.

     6.    KDI shall order shares of the Fund from the Fund  only
to  the  extent  that  it  shall have  received  purchase  orders
therefor.   KDI will not make, or authorize Firms  or  others  to
make  (a) any short sales of shares of the Fund; or (b) any sales
of  such shares to any Board member or officer of the Fund or  to
any  officer  or  Board member of KDI or of  any  corporation  or
association   furnishing  investment  advisory,   managerial   or
supervisory  services  to  the Fund, or  to  any  corporation  or
association,  unless such sales are made in accordance  with  the
then  current  prospectus relating to the sale  of  such  shares.
KDI,  as agent of and for the account of the Fund, may repurchase
the  shares  of the Fund at such prices and upon such  terms  and
conditions as shall be specified in the current prospectus of the
Fund.   In  selling  or reacquiring shares of the  Fund  for  the
account  of  the  Fund, KDI will in all respects conform  to  the
requirements of all state and federal laws and the Rules of  Fair
Practice of the National Association of Securities Dealers, Inc.,
relating to such sale or reacquisition, as the case may  be,  and
will  indemnify  and save harmless the Fund from  any  damage  or
expense  on  account of any wrongful act by KDI or any  employee,
representative or agent of KDI.  KDI will observe and be bound by
all the provisions of the Fund's organizational documents (and of
any  fundamental  policies adopted by the Fund  pursuant  to  the
Investment  Company Act of 1940 (the "Investment  Company  Act"),
notice  of which shall have been given to KDI) which at the  time
in  any  way  require,  limit, restrict,  prohibit  or  otherwise
regulate any action on the part of KDI hereunder.

     7.    The Fund shall assume and pay all charges and expenses
of  its  operations not specifically assumed or otherwise  to  be
provided by KDI under this Agreement or the Plan.  The Fund  will
pay  or  cause  to  be  paid  expenses (including  the  fees  and
disbursements of its own counsel) of any registration of the Fund
and  its  shares  under  the United States  securities  laws  and
expenses  incident  to  the  issuance  of  shares  of  beneficial
interest,  such as the cost of share certificates,  issue  taxes,
and fees of the transfer agent.  KDI will pay all expenses (other
than  expenses which one or more Firms may bear pursuant  to  any
agreement with KDI) incident to the sale and distribution of  the
shares issued or sold hereunder, including, without limiting  the
generality  of  the foregoing, all (a) expenses of  printing  and
distributing  any  prospectus  and  of  preparing,  printing  and
distributing  or disseminating any other literature,  advertising
and  selling aids in connection with the offering of  the  shares
for  sale  (except  that such expenses need not include  expenses
incurred   by  the  Fund  in  connection  with  the  preparation,
typesetting,   printing  and  distribution  of  any  registration
statement  or  prospectus,  report  or  other  communication   to
shareholders  in  their  capacity  as  such),   (b)  expenses  of
advertising  in  connection with such offering and  (c)  expenses
(other  than  the  Fund's  auditing expenses)  of  qualifying  or
continuing  the  qualification of the shares  for  sale  and,  in
connection   therewith,   of   qualifying   or   continuing   the
qualification of the Fund as a dealer or broker under the laws of
such  states  as  may be designated by KDI under  the  conditions
herein  specified.   No  transfer taxes, if  any,  which  may  be
payable  in connection with the issue or delivery or shares  sold
as  herein  contemplated or of the certificates for  such  shares
shall  be  borne  by  the Fund, and KDI will indemnify  and  hold
harmless the Fund against liability for all such transfer taxes.

     8.    This  Agreement  shall become effective  on  the  date
hereof  and  shall  continue until December 1,  1999;  and  shall
continue  from  year  to year thereafter only  so  long  as  such
continuance is approved in the manner required by the  Investment
Company Act.

     This Agreement shall automatically terminate in the event of
its  assignment  and may be terminated at any  time  without  the
payment of any penalty by the Fund or by KDI on sixty (60)  days'
written  notice  to  the  other  party.   The  Fund  may   effect
termination with respect to any class of any series of  the  Fund
by  a  vote  of (i) a majority of the Board members who  are  not
interested persons of the Fund and who have no direct or indirect
financial  interest in the operation of the Plan, this Agreement,
or in any other agreement related to the Plan, or (ii) a majority
of  the  outstanding voting securities of such series  or  class.
Without prejudice to any other remedies of the Fund, the Fund may
terminate  this  Agreement  at any time  immediately  upon  KDI's
failure to fulfill any of its obligations hereunder.

     All  material amendments to this Agreement must be  approved
by  a  vote of a majority of the Board, and of the Board  members
who are not interested persons of the Fund and who have no direct
or indirect financial interest in the operation of the Plan, this
Agreement or in any other agreement related to the Plan, cast  in
person at a meeting called for such purpose.

     The  terms "assignment," "interested person" and "vote of  a
majority  of  the outstanding voting securities" shall  have  the
meanings  set forth in the Investment Company Act and  the  rules
and regulations thereunder.

     KDI  shall  receive such compensation for  its  distribution
services as set forth in the Plan.  Termination of this Agreement
shall  not  affect the right of KDI to receive  payments  on  any
unpaid   balance  of  the  compensation  earned  prior  to   such
termination, as set forth in the Plan.

     9.    KDI will not use or distribute, or authorize the  use,
distribution  or dissemination by Firms or others  in  connection
with  the  sale  of Fund shares any statements other  than  those
contained   in  the  Fund's  current  prospectus,   except   such
supplemental  literature or advertising as shall be lawful  under
federal  and  state  securities laws and regulations.   KDI  will
furnish the Fund with copies of all such material.

     10.   If  any provision of this Agreement shall be  held  or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.

     11.   Any  notice under this Agreement shall be in  writing,
addressed and delivered or mailed, postage prepaid, to the  other
party  at such address as such other party may designate for  the
receipt of such notice.

     12.   All parties hereto are expressly put on notice of  the
Fund's  Agreement  and Declaration of Trust, and  all  amendments
thereto,  all  of  which are on file with the  Secretary  of  The
Commonwealth of Massachusetts, and the limitation of  shareholder
and trustee liability contained therein.  This Agreement has been
executed  by and on behalf of the Fund by its representatives  as
such representatives and not individually, and the obligations of
the  Fund  hereunder are not binding upon any  of  the  Trustees,
officers or shareholders of the Fund individually but are binding
upon  only the assets and property of the Fund.  With respect  to
any  claim  by  KDI  for recovery of any liability  of  the  Fund
arising  hereunder  allocated to a particular  series  or  class,
whether in accordance with the express terms hereof or otherwise,
KDI  shall have recourse solely against the assets of that series
or class to satisfy such claim and shall have no recourse against
the assets of any other series or class for such purpose.

     13.   This  Agreement shall be construed in accordance  with
applicable  federal law and with the laws of The Commonwealth  of
Massachusetts.

     14.   This  Agreement  is the entire  contract  between  the
parties relating to the subject matter hereof and supersedes  all
prior  agreements  between the parties relating  to  the  subject
matter hereof.



                [SIGNATURES APPEAR ON NEXT PAGE]

     IN  WITNESS  WHEREOF,  the Fund and  KDI  have  caused  this
Agreement  to  be  executed as of the day and  year  first  above
written.



                                 CASH ACCOUNT TRUST


                                 By:

                                 Title:



ATTEST:



Title:



                                 KEMPER DISTRIBUTORS, INC.



                                 By:

                                 Title:



ATTEST:



Title:




N\\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\CAT\UNDER97
        UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT


AGREEMENT  made  this 7th day of September,  1998,  between  CASH
ACCOUNT  TRUST, a Massachusetts business trust (the "Fund"),  and
KEMPER DISTRIBUTORS, INC., a Delaware corporation ("KDI").


     In   consideration  of  the  mutual  covenants   hereinafter
contained, it is hereby agreed by and between the parties  hereto
as follows:

     1.    The  Fund  hereby appoints KDI to  act  as  agent  for
distribution of shares of beneficial interest (hereinafter called
"shares") of the Fund in jurisdictions wherein shares of the Fund
may legally be offered for sale; provided, however, that the Fund
in  its absolute discretion may (a) issue or sell shares directly
to  holders  of shares of the Fund upon such terms and conditions
and  for such consideration, if any, as it may determine, whether
in  connection with the distribution of subscription or  purchase
rights,   the   payment   or   reinvestment   of   dividends   or
distributions, or otherwise; or (b) issue or sell shares  at  net
asset  value to the shareholders of any other investment company,
for  which  KDI shall act as exclusive distributor, who  wish  to
exchange all or a portion of their investment in shares  of  such
other  investment  company for shares of  the  Fund.   KDI  shall
appoint  various  financial service firms  ("Firms")  to  provide
distribution services to investors.  The Firms shall provide such
office  space  and  equipment, telephone  facilities,  personnel,
literature   distribution,  advertising  and  promotion   as   is
necessary   or   beneficial   for   providing   information   and
distribution  services to existing and potential clients  of  the
Firms.   KDI may also provide some of the above services for  the
Fund.

     KDI  accepts  such appointment as distributor and  principal
underwriter and agrees to render such services and to assume  the
obligations   herein  set  forth  for  the  compensation   herein
provided.   KDI shall for all purposes herein provided be  deemed
to  be  an  independent contractor and, unless expressly provided
herein  or otherwise authorized, shall have no authority  to  act
for or represent the Fund in any way.  KDI, by separate agreement
with the Fund, may also serve the Fund in other capacities.   The
services  of KDI to the Fund under this Agreement are not  to  be
deemed  exclusive,  and  KDI  shall be  free  to  render  similar
services  or  other services to others so long  as  its  services
hereunder are not impaired thereby.

     In  carrying out its duties and responsibilities  hereunder,
KDI will, pursuant to separate written contracts, appoint various
Firms  to  provide advertising, promotion and other  distribution
services contemplated hereunder directly to or for the benefit of
existing  and potential shareholders who may be clients  of  such
Firms.  Such Firms shall at all times be deemed to be independent
contractors retained by KDI and not the Fund.

     KDI shall use its best efforts with reasonable promptness to
sell  such  part  of the authorized shares of the Fund  remaining
unissued  as  from  time to time shall be effectively  registered
under  the  Securities Act of 1933 ("Securities Act"), at  prices
determined  as hereinafter provided and on terms hereinafter  set
forth,  all  subject  to applicable federal and  state  laws  and
regulations and to the Fund's organizational documents.

     2.    KDI  shall  sell  shares of the  Fund  to  or  through
qualified  Firms  in  such  manner,  not  inconsistent  with  the
provisions  hereof and the then effective registration  statement
(and related prospectus) of the Fund under the Securities Act, as
KDI  may  determine from time to time, provided that no  Firm  or
other person shall be appointed or authorized to act as agent  of
the Fund without prior consent of the Fund.  In addition to sales
made by it as agent of the Fund, KDI may, in its discretion, also
sell shares of the Fund as principal to persons with whom it does
not have selling group agreements.

     Shares  of  any class of any series of the Fund offered  for
sale  or  sold by KDI shall be so offered or sold at a price  per
share  determined in accordance with the then current prospectus.
The price the Fund shall receive for all shares purchased from it
shall  be  the  net  asset value used in determining  the  public
offering price applicable to the sale of such shares.  Any excess
of  the sales price over the net asset value of the shares of the
Fund  sold  by  KDI  as  agent shall be  retained  by  KDI  as  a
commission for its services hereunder.  KDI may compensate  Firms
for  sales  of  shares at the commission levels provided  in  the
Fund's  prospectus  from  time  to  time.   KDI  may  pay   other
commissions, fees or concessions to Firms, any may  pay  them  to
others  in its discretion, in such amounts as KDI shall determine
from  time to time.  KDI shall be entitled to receive and  retain
any  applicable contingent deferred sales charge as described  in
the  Fund's  prospectus.  KDI shall also receive any distribution
services  fee  payable  by the Fund as  provided  in  the  Fund's
Amended  and  Restated 12b-1 Plan, as amended from time  to  time
(the "Plan").

     KDI  will  require  each Firm to conform to  the  provisions
hereof and the Registration Statement (and related prospectus) at
the  time in effect under the Securities Act with respect to  the
public  offering price or net asset value, as applicable, of  the
Fund's  shares, and neither KDI nor any such Firms shall withhold
the placing of purchase orders so as to make a profit thereby.

     3.    The Fund will use its best efforts to keep effectively
registered   under  the  Securities  Act  for  sale   as   herein
contemplated such shares as KDI shall reasonably request  and  as
the  Securities  and Exchange Commission shall permit  to  be  so
registered.  Notwithstanding any other provision hereof, the Fund
may  terminate,  suspend  or  withdraw  the  offering  of  shares
whenever,  in  its sole discretion, it deems such  action  to  be
desirable.

     4.   The Fund will execute any and all documents and furnish
any  and  all  information  that may be reasonably  necessary  in
connection  with  the  qualification  of  its  shares  for   sale
(including  the  qualification of the  Fund  as  a  dealer  where
necessary  or  advisable) in such states as  KDI  may  reasonably
request  (it being understood that the Fund shall not be required
without its consent to comply with any requirement which  in  its
opinion is unduly burdensome).  The Fund will furnish to KDI from
time  to  time such information with respect to the Fund and  its
shares  as KDI may reasonably request for use in connection  with
the sale of shares of the Fund.

     5.    KDI  shall  issue  and deliver or  shall  arrange  for
various  Firms  to issue and deliver on behalf of the  Fund  such
confirmations of sales made by it pursuant to this  Agreement  as
may  be required.  At or prior to the time of issuance of shares,
KDI  will pay or cause to be paid to the Fund the amount due  the
Fund  for the sale of such shares.  Certificates shall be  issued
or  shares registered on the transfer books of the Fund  in  such
names and denominations as KDI may specify.

     6.    KDI shall order shares of the Fund from the Fund  only
to  the  extent  that  it  shall have  received  purchase  orders
therefor.   KDI will not make, or authorize Firms  or  others  to
make  (a) any short sales of shares of the Fund; or (b) any sales
of  such shares to any Board member or officer of the Fund or  to
any  officer  or  Board member of KDI or of  any  corporation  or
association   furnishing  investment  advisory,   managerial   or
supervisory  services  to  the Fund, or  to  any  corporation  or
association,  unless such sales are made in accordance  with  the
then  current  prospectus relating to the sale  of  such  shares.
KDI,  as agent of and for the account of the Fund, may repurchase
the  shares  of the Fund at such prices and upon such  terms  and
conditions as shall be specified in the current prospectus of the
Fund.   In  selling  or reacquiring shares of the  Fund  for  the
account  of  the  Fund, KDI will in all respects conform  to  the
requirements of all state and federal laws and the Rules of  Fair
Practice of the National Association of Securities Dealers, Inc.,
relating to such sale or reacquisition, as the case may  be,  and
will  indemnify  and save harmless the Fund from  any  damage  or
expense  on  account of any wrongful act by KDI or any  employee,
representative or agent of KDI.  KDI will observe and be bound by
all the provisions of the Fund's organizational documents (and of
any  fundamental  policies adopted by the Fund  pursuant  to  the
Investment  Company Act of 1940 (the "Investment  Company  Act"),
notice  of which shall have been given to KDI) which at the  time
in  any  way  require,  limit, restrict,  prohibit  or  otherwise
regulate any action on the part of KDI hereunder.

     7.    The Fund shall assume and pay all charges and expenses
of  its  operations not specifically assumed or otherwise  to  be
provided by KDI under this Agreement or the Plan.  The Fund  will
pay  or  cause  to  be  paid  expenses (including  the  fees  and
disbursements of its own counsel) of any registration of the Fund
and  its  shares  under  the United States  securities  laws  and
expenses  incident  to  the  issuance  of  shares  of  beneficial
interest,  such as the cost of share certificates,  issue  taxes,
and fees of the transfer agent.  KDI will pay all expenses (other
than  expenses which one or more Firms may bear pursuant  to  any
agreement with KDI) incident to the sale and distribution of  the
shares issued or sold hereunder, including, without limiting  the
generality  of  the foregoing, all (a) expenses of  printing  and
distributing  any  prospectus  and  of  preparing,  printing  and
distributing  or disseminating any other literature,  advertising
and  selling aids in connection with the offering of  the  shares
for  sale  (except  that such expenses need not include  expenses
incurred   by  the  Fund  in  connection  with  the  preparation,
typesetting,   printing  and  distribution  of  any  registration
statement  or  prospectus,  report  or  other  communication   to
shareholders  in  their  capacity  as  such),   (b)  expenses  of
advertising  in  connection with such offering and  (c)  expenses
(other  than  the  Fund's  auditing expenses)  of  qualifying  or
continuing  the  qualification of the shares  for  sale  and,  in
connection   therewith,   of   qualifying   or   continuing   the
qualification of the Fund as a dealer or broker under the laws of
such  states  as  may be designated by KDI under  the  conditions
herein  specified.   No  transfer taxes, if  any,  which  may  be
payable  in connection with the issue or delivery or shares  sold
as  herein  contemplated or of the certificates for  such  shares
shall  be  borne  by  the Fund, and KDI will indemnify  and  hold
harmless the Fund against liability for all such transfer taxes.

     8.    This  Agreement  shall become effective  on  the  date
hereof  and  shall  continue until December 1,  1999;  and  shall
continue  from  year  to year thereafter only  so  long  as  such
continuance is approved in the manner required by the  Investment
Company Act.

     This Agreement shall automatically terminate in the event of
its  assignment  and may be terminated at any  time  without  the
payment of any penalty by the Fund or by KDI on sixty (60)  days'
written  notice  to  the  other  party.   The  Fund  may   effect
termination with respect to any class of any series of  the  Fund
by  a  vote  of (i) a majority of the Board members who  are  not
interested persons of the Fund and who have no direct or indirect
financial  interest in the operation of the Plan, this Agreement,
or in any other agreement related to the Plan, or (ii) a majority
of  the  outstanding voting securities of such series  or  class.
Without prejudice to any other remedies of the Fund, the Fund may
terminate  this  Agreement  at any time  immediately  upon  KDI's
failure to fulfill any of its obligations hereunder.

     All  material amendments to this Agreement must be  approved
by  a  vote of a majority of the Board, and of the Board  members
who are not interested persons of the Fund and who have no direct
or indirect financial interest in the operation of the Plan, this
Agreement or in any other agreement related to the Plan, cast  in
person at a meeting called for such purpose.

     The  terms "assignment," "interested person" and "vote of  a
majority  of  the outstanding voting securities" shall  have  the
meanings  set forth in the Investment Company Act and  the  rules
and regulations thereunder.

     KDI  shall  receive such compensation for  its  distribution
services as set forth in the Plan.  Termination of this Agreement
shall  not  affect the right of KDI to receive  payments  on  any
unpaid   balance  of  the  compensation  earned  prior  to   such
termination, as set forth in the Plan.

     9.    KDI will not use or distribute, or authorize the  use,
distribution  or dissemination by Firms or others  in  connection
with  the  sale  of Fund shares any statements other  than  those
contained   in  the  Fund's  current  prospectus,   except   such
supplemental  literature or advertising as shall be lawful  under
federal  and  state  securities laws and regulations.   KDI  will
furnish the Fund with copies of all such material.

     10.   If  any provision of this Agreement shall be  held  or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.

     11.   Any  notice under this Agreement shall be in  writing,
addressed and delivered or mailed, postage prepaid, to the  other
party  at such address as such other party may designate for  the
receipt of such notice.

     12.   All parties hereto are expressly put on notice of  the
Fund's  Agreement  and Declaration of Trust, and  all  amendments
thereto,  all  of  which are on file with the  Secretary  of  The
Commonwealth of Massachusetts, and the limitation of  shareholder
and trustee liability contained therein.  This Agreement has been
executed  by and on behalf of the Fund by its representatives  as
such representatives and not individually, and the obligations of
the  Fund  hereunder are not binding upon any  of  the  Trustees,
officers or shareholders of the Fund individually but are binding
upon  only the assets and property of the Fund.  With respect  to
any  claim  by  KDI  for recovery of any liability  of  the  Fund
arising  hereunder  allocated to a particular  series  or  class,
whether in accordance with the express terms hereof or otherwise,
KDI  shall have recourse solely against the assets of that series
or class to satisfy such claim and shall have no recourse against
the assets of any other series or class for such purpose.

     13.   This  Agreement shall be construed in accordance  with
applicable  federal law and with the laws of The Commonwealth  of
Massachusetts.

     14.   This  Agreement  is the entire  contract  between  the
parties relating to the subject matter hereof and supersedes  all
prior  agreements  between the parties relating  to  the  subject
matter hereof.



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     IN  WITNESS  WHEREOF,  the Fund and  KDI  have  caused  this
Agreement  to  be  executed as of the day and  year  first  above
written.



                                 CASH ACCOUNT TRUST


                                 By:

                                 Title:



ATTEST:



Title:



                                 KEMPER DISTRIBUTORS, INC.



                                 By:

                                 Title:



ATTEST:



Title:




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