VALUE EQUITY TRUST
497, 1999-06-23
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                                                                         SCUDDER

Scudder Value Fund

Supplement to Prospectus
Dated February 1, 1999

The  following  text  replaces  the first  three  paragraphs  under the  section
entitled "Fund Summary -- Investment objective and principal strategies" on page
1 of the fund's prospectus:

Value Fund seeks to provide  long-term  growth of capital through  investment in
undervalued  equity  securities.  The fund  invests  primarily  in the  stock of
larger,  established U.S.  companies that the fund's  portfolio  management team
believes are undervalued in the marketplace.

Stocks trade at a discount for many  reasons.  Typically,  these  companies,  or
their industries, have fallen out of favor with investors because of such things
as earnings  disappointments,  negative industry or economic events, or investor
skepticism.  As a result,  their stock prices may not  accurately  reflect their
long-term business potential.  Accordingly,  the prices of these stocks may rise
as business fundamentals improve or as investor perceptions change. For example,
stock prices are often affected  beneficially  when a company's  earnings exceed
general  expectations or when investors begin to appreciate the full extent of a
company's business potential.

The  following  text  replaces the section  entitled  "Principal  Risks -- Value
Investing Risk" on page 2 of the fund's prospectus:

Value  Investing  Risk.  The  determination  that  a  stock  is  undervalued  is
subjective;  the market may not agree,  and a stock's price may not rise to what
the  investment  manager  believes  is its full value.  It may even  decrease in
value.

The following  text replaces the section  entitled  "About the Fund -- Principal
strategies and investments" on pages 4 and 5 of the fund's prospectus:

The fund  invests  at least 80% of its  assets in equity  securities,  primarily
common   stocks  of  larger   established   domestic   companies   with   market
capitalizations  of at least $1 billion.  The  investment  manager uses in-depth
fundamental and quantitative  research to identify  companies that are currently
undervalued in relation to future business prospects.

The portfolio management team uses a proprietary computer model to rank the 1000
stocks  that  comprise  the  Russell  1000 Index -- a widely  used  large  stock

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universe  --  based on their  relative  valuations.  A  company's  valuation  is
measured by  comparing  its stock price to its  business  fundamentals,  such as
sales,  earnings or book value.  The  portfolio  management  team focuses on the
stocks with the lowest  valuations,  which are further  analyzed and rated using
fundamental research,  such as an examination of a company's historical earnings
patterns, sales growth and profit margins in order to assess the likelihood of a
rebound  in the stock  price if a  company's  business  fundamentals  improve or
market conditions change.

In an effort to manage the risk exposure of the fund,  the portfolio  management
team then assesses the expected  volatility of the fund and the potential impact
the most  promising  of the stocks may have on the fund's risk  level.  Based on
this  information,  the fund's portfolio  management team selects  approximately
60-90  stocks that it  believes  offer the  greatest  potential  for  attractive
long-term gains.

The fund typically sells a stock when its price is no longer  considered to be a
value,  it is less  likely  to  benefit  from the  current  market  or  economic
environment,  it experiences deteriorating fundamentals or its price performance
falls short of the portfolio management team's expectations.

For temporary defensive purposes,  the fund may invest without limit in cash and
cash  equivalents.  Because  this  defensive  policy  differs  from  the  fund's
investment  objective,  the fund may not  achieve  its goals  during a defensive
period.

While not principal  investments or strategies of the fund, the fund may utilize
other  investments and investment  techniques that may impact fund  performance,
including options, futures and other strategic transactions.

More information about these and other investments and strategies of the fund is
provided in the Statement of Additional Information.  Of course, there can be no
guarantee that, by following this investment strategy, the fund will achieve its
objective.

The following text replaces the section  entitled  "About the Fund -- Additional
principal risks" on page 5 of the fund's prospectus:

Equity investing risk. An investment in the common stock of a company represents
a  proportionate  ownership  interest  in  that  company.  Therefore,  the  fund
participates  in the success or failure of any company in which it holds  stock.
Compared  to  other  classes  of  financial  assets,   such  as  bonds  or  cash
equivalents,  common stocks have  historically  offered a greater  potential for
gain on  investment.  However,  the market value of common  stocks can fluctuate
significantly, reflecting such things as the business performance of the issuing

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company,  investors'  perceptions of the company or the overall stock market and
general economic or financial market movements.

Inflation  risk.  There is a  possibility  that the  rising  prices of goods and
services may have the effect of offsetting a fund's real return.

The following  information  replaces the  disclosure  concerning the fund's Lead
Manager  in  the  "Portfolio  management"  section  on  page  7  of  the  fund's
prospectus:

Lois  Friedman  Roman is the Lead  Manager  for the Scudder  Value Fund.  Ms.
Roman  joined  the team of the fund in 1999,  and  joined  Scudder  Kemper in
1994 as an equity analyst.  Prior to joining the Adviser,  she was an analyst
for an unaffiliated  investment  management firm for three years. She has ten
years of investment experience as an equity analyst.

The following  information replaces the disclosure concerning the fund's Manager
in the "Portfolio management" section on page 7 of the fund's prospectus:

Kathleen  T.  Millard is a Manager for the Scudder  Value Fund.  Ms.  Millard
joined the team of the fund in 1999,  and joined  Scudder Kemper in 1991 as a
portfolio manager.  She has 15 years of investment  experience and has been a
portfolio manager since 1986.


June 30, 1999


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