SCUDDER PATHWAY SERIES /NEW/
497, 1997-10-22
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Scudder Pathway Series

      Conservative Portfolio
      Balanced Portfolio
      Growth Portfolio

Supplement to Prospectus dated November 15, 1996

If the prospectus you previously received is dated prior to May 21, 1997, please
note the following supplemental  information.  This includes changes made to the
prospectus since November 15,1996. If you would like to receive the most current
complete prospectus,  please call  1-800-225-2470.  The following table is to be
inserted after the section  entitled  "Expense Ratios of the Underlying  Scudder
Funds" on page 3:

     Underlying Scudder Funds          Expense Ratio
     ------------------------          -------------

Money Market Fund
Scudder Cash Investment Trust               0.83%

Bond Mutual Funds
Scudder Emerging Markets Income Fund        1.44%
Scudder Global Bond Fund+                   1.00%
Scudder GNMA Fund                           0.96%
Scudder High Yield Bond Fund+               0.00%
Scudder Income Fund                         0.98%
Scudder International Bond Fund             1.26%
Scudder Short Term Bond Fund                0.80%

Equity Mutual Funds
Scudder Classic Growth Fund+                1.25%
Scudder Development Fund                    1.24%
Scudder Emerging Markets Growth Fund+       2.00%
Scudder Global Discovery Fund               1.60%
Scudder Global Fund                         1.34%
Scudder Gold Fund                           1.50%
Scudder Greater Europe Growth Fund+         1.97%
Scudder Growth and Income Fund              0.78%
Scudder International Fund                  1.15%
Scudder Large Company Growth Fund           1.07%
Scudder Large Company Value Fund            0.92%
Scudder Latin America Fund                  1.96%
Scudder Micro Cap Fund+                     1.75%
Scudder Pacific Opportunities Fund          1.75%
Scudder Small Company Value Fund            1.50%
Scudder 21st Century Growth Fund+           1.75%
Scudder Value Fund+                         1.25%
The Japan Fund                              1.16%


Based on the foregoing,  the ranges for the average weighted expense ratio borne
by the  Conservative  Portfolio,  Balanced  Portfolio  and Growth  Portfolio are
expected to be 0.16% to 1.72%, 0.31% to 1.83% and 0.47% to 1.94%,  respectively.
Ranges are provided since the average assets of the Portfolios  invested in each
of the Underlying Scudder Funds will fluctuate.

Example

Using the  midpoint of the ratios set forth above,  the total pro rata  expenses
relating to a $1,000  investment,  assuming a 5% annual return and redemption at
the end of each period,  are listed below.  Investors do not pay these  expenses
directly;  they are paid by each  Underlying  Scudder Fund before it distributes
its net investment  income to a Portfolio.  (As noted above, the Portfolios have
no redemption fees of any kind.)

 Portfolio                       1 Year                      3 Years
 ---------                       ------                      -------
 Conservative Portfolio           $10                          $30
 Balanced Portfolio                11                           34
 Growth Portfolio                  12                           38

See "Portfolio  organization--Special Servicing Agreement" for an explanation of
the Special  Servicing  Agreement.  This  example  assumes  that each  Portfolio
reinvests all dividends and distributions  paid by the Underlying Scudder Funds.
This  example  should  not be  considered  a  representation  of past or  future
expenses or returns. Actual expenses and returns of each Underlying Scudder Fund
vary  from  year to year and may be  higher or lower  than  those  shown.  

+    The following  funds  maintained  their expenses at the following rates for
     their  respective  fiscal  periods:  Scudder  Classic  Growth Fund:  1.25%,
     Scudder  Emerging  Markets  Growth Fund:  2.00%,  Scudder Global Bond Fund:
     1.00%,  Scudder Greater Europe Growth Fund: 1.50%,  Scudder High Yield Bond
     Fund:  0.00%,  Scudder Micro Cap Fund:  1.75%,  Scudder 21st Century Growth
     Fund:  1.75%  and  Scudder  Value  Fund:  1.25%.  If the  Adviser  had  not
     maintained the Funds' expenses,  the total return for the period would have
     been lower.  Please see the appropriate  Underlying Scudder Fund prospectus
     for details.

October 17, 1997

<PAGE>


The following  tables are to be inserted after the section  entitled  "Financial
Highlights" on page 4:

Scudder Pathway Series: Conservative Portfolio

The following table includes  selected data for a share  outstanding  throughout
the  period  and  other  performance  information  derived  from  the  financial
statements.

If  you  would  like  more  detailed  information   concerning  the  Portfolio's
performance,  a complete portfolio listing and audited financial  statements are
available in the Portfolio's  Semiannual  Report dated March 31, 1997 and may be
obtained without charge by writing or calling Scudder Investor Services, Inc.


                                                                 For the Period
                                                                      November
                                                                     15, 1996
                                                                (commencement of
                                                                  operations) to
                                                                     March
                                                                    31, 1997
                                                                   (Unaudited)
   ----------------------------------------------------------------------------
   Net asset value, beginning of period                              $12.00
   Income from investment operations:                                   .16
   Net investment income
   Net realized and unrealized gain on investment transactions          .10(a)
   Total from investment operations                                     .26
   Less distributions:
   From net investment income                                          (.14)
   From net realized gain on investments                               (.15)
   Total distributions                                                 (.29)
   Net asset value, end of period                                     $11.97
   ----------------------------------------------------------------------------
   Total Return (%)                                                     2.19**
   Ratios and Supplemental Data
   Net assets, end of period ($ millions)                               9.9
   Ratio of operating expenses to average daily net assets (%) (b)        --
   Ratio of net investment income to average daily net assets (%)       3.3*
   Portfolio turnover rate (%)                                         58.2*

(a)  The amount  shown for a share  outstanding  throughout  the period does not
     accord with the change in the  aggregate  gains and losses in the portfolio
     securities during the period because of the timing of sales and repurchases
     of Portfolio  shares in relation to  fluctuating  market  values during the
     period.

(b)  This Portfolio  invests in other Scudder Funds,  and although the Portfolio
     did not incur any direct  expenses for the period,  the  Portfolio did bear
     its share of the  operating,  administrative  and advisory  expenses of the
     Underlying Scudder Funds.

   *  Annualized

   ** Not annualized

<PAGE>


Scudder Pathway Series: Balanced Portfolio

The following table includes  selected data for a share  outstanding  throughout
the  period  and  other  performance  information  derived  from  the  financial
statements.

If  you  would  like  more  detailed  information   concerning  the  Portfolio's
performance,  a complete portfolio listing and audited financial  statements are
available in the Portfolio's  Semiannual  Report dated March 31, 1997 and may be
obtained without charge by writing or calling Scudder Investor Services, Inc.




                                                               For the Period
                                                              November 15, 1996
                                                              (commencement of
                                                                operations) to
                                                                March 31, 1997
                                                                 (Unaudited)
   -----------------------------------------------------------------------------
   Net asset value, beginning of period                              $12.00
   Income from investment operations:                                   .18
   Net investment income
   Net realized and unrealized gain on investment 
          transactions                                                   -- (a)
   Total from investment operations                                     .18
   Less distributions:
   From net investment income                                         (.16)
   From net realized gain on investments                              (.07)
   Total distributions                                                (.23)
   Net asset value, end of period                                    $11.95
   -----------------------------------------------------------------------------
   Total Return (%)                                                  1.50**
   Ratios and Supplemental Data
   Net assets, end of period ($ millions)                             127.9
   Ratio of operating expenses to average daily net assets (%) (b)        --
   Ratio of net investment income to average daily net assets (%)      3.1*
   Portfolio turnover rate (%)                                        58.0*


(a)  The amount  shown for a share  outstanding  throughout  the period does not
     accord with the change in the  aggregate  gains and losses in the portfolio
     securities during the period because of the timing of sales and repurchases
     of Portfolio  shares in relation to  fluctuating  market  values during the
     period.

(b)  This Portfolio  invests in other Scudder Funds,  and although the Portfolio
     did not incur any direct  expenses for the period,  the  Portfolio did bear
     its share of the  operating,  administrative  and advisory  expenses of the
     Underlying Scudder Funds.

   *  Annualized

   ** Not annualized





<PAGE>


Scudder Pathway Series: Growth Portfolio

The following table includes  selected data for a share  outstanding  throughout
the  period  and  other  performance  information  derived  from  the  financial
statements.

If  you  would  like  more  detailed  information   concerning  the  Portfolio's
performance,  a complete portfolio listing and audited financial  statements are
available in the Portfolio's  Semiannual  Report dated March 31, 1997 and may be
obtained without charge by writing or calling Scudder Investor Services, Inc.



                                                                For the Period
                                                              November 15, 1996
                                                               (commencement of
                                                                operations) to
                                                                 March 31, 1997
                                                                   (Unaudited)
   -----------------------------------------------------------------------------
   Net asset value, beginning of period                                $12.00
   Income from investment operations:                                     .20
   Net investment income
   Net realized and unrealized gain on investment transactions         .01(a)
   Total from investment operations                                       .21
   Less distributions:
   From net investment income                                           (.16)
   From net realized gain on investments                                (.13)
   Total distributions                                                  (.29)
   Net asset value, end of period                                      $11.92
   -----------------------------------------------------------------------------
   Total Return (%)                                                    1.75**
   Ratios and Supplemental Data
   Net assets, end of period ($ millions)                                27.0
   Ratio of operating expenses to average daily net assets (%) (b)          --
   Ratio of net investment income to average daily net assets (%)        3.2*
   Portfolio turnover rate (%)                                          12.1*

(a)  The amount  shown for a share  outstanding  throughout  the period does not
     accord with the change in the  aggregate  gains and losses in the portfolio
     securities during the period because of the timing of sales and repurchases
     of Portfolio  shares in relation to  fluctuating  market  values during the
     period.

(b)  This Portfolio  invests in other Scudder Funds,  and although the Portfolio
     did not incur any direct  expenses for the period,  the  Portfolio did bear
     its share of the  operating,  administrative  and advisory  expenses of the
     Underlying Scudder Funds.

   *  Annualized

   ** Not annualized





<PAGE>


The  following  table  replaces  the table in the section  entitled  "Investment
objectives and policies" on page 8:

      -----------------------------------------------------
      Underlying  Scudder  Funds in which  the  Portfolios
      may invest.
      -----------------------------------------------------
      -----------------------------------------------------

      Equity Mutual Funds
       Scudder Classic Growth Fund
       Scudder Development Fund
       Scudder Emerging Markets Growth Fund
       Scudder Global Fund
       Scudder Global Discovery Fund
       Scudder Gold Fund
       Scudder Greater Europe Growth Fund
       Scudder Growth and Income Fund
       Scudder International Fund
       Scudder Large Company Growth Fund
       Scudder Large Company Value Fund
       Scudder Latin America Fund
       Scudder Micro Cap Fund
       Scudder Pacific Opportunities Fund
       Scudder Small Company Value Fund
       Scudder 21st Century Growth Fund
       Scudder Value Fund
       The Japan Fund

      Bond Mutual Funds
       Scudder Emerging Markets Income Fund
       Scudder Global Bond Fund
       Scudder GNMA Fund
       Scudder High Yield Bond Fund
       Scudder Income Fund
       Scudder International Bond Fund
       Scudder Short Term Bond Fund

      Money Market Fund
       Scudder Cash Investment Trust
      -----------------------------------------------------

The  following  modifies the section  entitled  "Description  of the  Underlying
Scudder Funds":

Scudder Income Fund is a diversified investment company which seeks a high level
of income, consistent with the prudent investment of capital, through a flexible
investment program emphasizing high-grade bonds. The Fund invests primarily in a
broad range of high-grade,  income-producing  securities such as corporate bonds
and government securities.  Under normal market conditions, the Fund will invest
at least 65% of its assets in securities  rated within the three highest quality
rating categories of Moody's Investors Service, Inc. ("Moody's") (Aaa, Aa and A)
or Standard & Poor's ("S&P") (AAA, AA and A), or if unrated,  in bonds judged by
the Fund's investment adviser,  Scudder,  Stevens & Clark, Inc. (the "Adviser"),
to be of comparable  quality at the time of purchase.  The Fund may invest up to
20% of its assets in debt securities rated lower than Baa or BBB or, if unrated,
<PAGE>

of equivalent quality as determined by the Adviser,  but will not purchase bonds
rated  below B by Moody's  or S&P or their  equivalent.  During the fiscal  year
ended December 31, 1996, the average monthly dollar-weighted market value of the
bonds in the Fund's  portfolio  was rated as follows:  56% AAA, 4% AA, 20% A and
20% BBB.

Scudder Greater Europe Growth Fund is a non-diversified investment company which
seeks long-term  growth of capital through  investments  primarily in the equity
securities of European companies. Although its focus is on long-term growth, the
Fund may provide current income principally  through holdings in dividend-paying
securities.

The Fund will invest, under normal market conditions,  at least 80% of its total
assets in the  equity  securities  of  European  companies.  The Fund  defines a
European company as follows:

o    A company  organized under the laws of a European  country or for which the
     principal securities trading market is in Europe; or

o    A  company,  wherever  organized,  where  at  least  50% of  the  company's
     non-current  assets,  capitalization,  gross  revenue or profit in its most
     recent fiscal year represents (directly or indirectly through subsidiaries)
     assets or activities located in Europe.

The Fund may invest,  under  normal  market  conditions,  up to 20% of its total
assets in European debt  securities.  Within this 20% limit, the Fund may invest
in debt  securities  which are unrated,  rated, or the equivalent of those rated
below investment-grade.

When, in the opinion of the Adviser,  market  conditions  warrant,  the Fund may
hold  foreign  or U.S.  debt  instruments  as well as cash or cash  equivalents,
including foreign and domestic money market instruments,  short-term  government
and corporate obligations, and repurchase agreements without limit for temporary
defensive purposes and up to 20% to maintain liquidity.

Scudder Large  Company  Growth Fund is a  diversified  investment  company which
seeks to provide long-term growth of capital through investment primarily in the
equity securities of seasoned, financially-strong U.S. growth companies.

The Fund's equity  investments  consist of common stocks,  preferred  stocks and
securities   convertible   into  common   stocks  of  companies   which  are  of
above-average  financial quality and offer the prospect for above-average growth
in earnings,  cash flow or assets  relative to the overall  market as defined by
the Standard & Poor's 500 Composite Price Index ("S&P 500").

The Fund  invests at least 65% of its total assets in the equity  securities  of
seasoned,  financially-  strong U.S. growth companies which are considered to be
of above-average  financial quality. The common stocks issued by these companies
qualify,  at the time of purchase,  for one of the three highest  equity ranking
categories  (A+, A or A-) of S&P or, if not  ranked by S&P,  are judged to be of
comparable  quality by the  Adviser.  Rankings by S&P are not an  appraisal of a
company's creditworthiness,  as is true for S&P's debt security ratings, nor are
these  rankings  intended as a forecast of future stock market  performance.  In
addition to using S&P rankings of earnings and dividends of common  stocks,  the
Adviser  conducts its own  analysis of a company's  history,  current  financial
position, and earnings prospects.

The Fund allocates its investments among different industries and companies, and
adjusts its portfolio securities based on long-term investment considerations as
opposed to short-term trading.  While the Fund emphasizes U.S.  investments,  it
<PAGE>

can  commit a portion  of assets to the  equity  securities  of  foreign  growth
companies which meet the criteria applicable to domestic  investments.  The Fund
may invest in convertible securities which must be investment-grade.

Scudder Large Company Value Fund is a diversified investment company which seeks
to maximize  long-term capital  appreciation  through a value-driven  investment
program.  The Fund invests in marketable  securities,  principally common stocks
and, consistent with its objective of long-term capital appreciation,  preferred
stocks.  The Fund is free to invest  in a wide  range of  marketable  securities
which the Adviser  believes  offer the  potential for  long-term,  above-average
appreciation.  The Fund will  normally  invest at least 65% of its assets in the
equity securities of large U.S. companies, i.e. those with $1 billion or more in
total  market  capitalization.  The Fund looks for  companies  whose  securities
appear to present a favorable relationship between market price and opportunity.
These may include  securities of companies whose fundamentals or products may be
of only average promise. The Fund may invest up to 20% of its net assets in debt
securities when  management  anticipates  that the capital  appreciation on debt
securities  is likely  to equal or exceed  the  capital  appreciation  on common
stocks over a selected  time,  such as during periods of unusually high interest
rates.  Such  debt  securities  may  be  rated  below  investment-grade,  or  of
equivalent quality as determined by the Adviser.  However,  the Fund will invest
no more than 10% of its net assets in securities rated B or lower.

The Japan Fund is a  diversified  mutual fund which  seeks to achieve  long-term
capital  appreciation  by investing  primarily in equity  securities  (including
American  Depositary  Receipts) of Japanese  companies.  Equity  securities  are
defined as common and preferred stock,  debt securities  convertible into common
stock  (sometimes  referred to as  "convertible  debentures")  and common  stock
purchase warrants.

Under  normal  conditions,  the Fund will  invest at least 80% of its  assets in
Japanese  securities,  that is, securities issued by entities that are organized
under the laws of Japan  ("Japanese  companies"),  securities  of  affiliates of
Japanese companies,  wherever organized or traded, and securities of issuers not
organized  under the laws of Japan but  deriving  50% or more of their  revenues
from Japan.  These securities may include debt securities  (Japanese  government
debt  securities  and debt  securities of Japanese  companies)  when the Adviser
believes  that the potential for capital  appreciation  from  investment in debt
securities   equals  or  exceeds  that  available  from   investment  in  equity
securities.

The Fund may also  invest up to 30% of its net  assets in equity  securities  of
Japanese  companies which are traded in an  over-the-counter  market.  These are
generally  securities of relatively  small or  little-known  companies  that the
Adviser  believes have  above-average  earnings growth  potential.  The Fund may
invest  up to 20% of its  assets  in  cash or  short-term  government  or  other
short-term  prime  obligations  in order to have  funds  readily  available  for
general  corporate  purposes,  including  the  payment  of  operating  expenses,
dividends and redemptions,  or the investment in securities  through exercise of
rights or otherwise,  or in repurchase agreements.  Where the Adviser determines
that  market or economic  conditions  so warrant,  the Fund may,  for  temporary
defensive  purposes,  invest  more  than  20% of its  assets  in  cash  or  such
securities.

The  following  modifies  the section  entitled  "Distribution  and  performance
information":
<PAGE>

Provided  below are  performance  figures  for the  Scudder  Managed  Retirement
Trust-Income (the "MRT/Income"),  the Scudder Managed Retirement Trust-Balanced,
(the  "MRT/Balanced")  and the  Scudder  Managed  Retirement  Trust-Growth  (the
"MRT/Growth") (collectively, the "MRTs"), each a collective investment trust for
defined  contribution plans offered by the Adviser. The MRTs invest their assets
within the Scudder Family of Funds and have the same investment adviser and same
lead  portfolio  manager  as  the  Portfolios.   MRT/Income,   MRT/Balanced  and
MRT/Growth  have  substantially  similar  investment  objectives,  policies  and
strategies as Conservative  Portfolio,  Balanced Portfolio and Growth Portfolio,
respectively.

Unlike the Portfolios,  however,  the MRTs impose a trustee fee and an audit fee
at the trust  level.  Of  course,  the  following  performance  figures  are not
necessarily indicative of the future performance of a Portfolio.
      
         Average Annual Total Returns for periods ended October 31, 1996

                                   1 Year    3 Years    Life of Fund
                                   ------    -------    ------------
              MRT/Income           10.62%     7.37%        7.43%*
              MRT/Balanced         13.89%     9.51%        10.89%@
              MRT/Growth           15.92%     11.03%       11.51%*

                   *For the period beginning August 23, 1993.
                   @ For the period beginning August 31, 1991.

The following modifies the section entitled "Transaction information":

For your protection and to prevent fraudulent redemptions, on written redemption
requests in excess of $100,000 we require an original  signature and an original
signature guarantee for each person in whose name the account is registered.

The following modifies the section entitled "Shareholder benefits":

Personal Counsel(SM) -- A Managed Fund Portfolio Program

If you would like to receive  direct  guidance  and  management  of your overall
mutual fund  portfolio  to help you pursue  your  investment  goals,  you may be
interested in Personal  Counsel from  Scudder.  Personal  Counsel,  a program of
Scudder  Investor  Services,   Inc.,  a  registered  investment  adviser  and  a
subsidiary  of  Scudder,  Stevens & Clark,  Inc.,  combines  the  benefits  of a
customized  portfolio  of pure  no-load  Scudder  Funds with  ongoing  portfolio
monitoring and individualized service, for an annual fee of generally 1% or less
of assets (with a $1,000  minimum).  In addition,  it draws upon  Scudder's more
than 75-year  heritage of providing  investment  counsel to large  corporate and
private clients. If you have $100,000 or more to invest initially and would like
more information about Personal Counsel, please call 1-800-700-0183.

The following modifies the section entitled "Scudder  tax-advantaged  retirement
plans":

Scudder No-Fee IRAs. These retirement plans allow a maximum annual  contribution
of up to $2,000  per  person for  anyone  with  earned  income (up to $2,000 per
individual  for  married  couples if only one spouse  has earned  income).  Many
people can deduct all or part of their  contributions from their taxable income,
and all investment  earnings accrue on a tax-deferred  basis. The Scudder No-Fee
IRA charges you no annual custodial fee.



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