SCUDDER PATHWAY SERIES /NEW/
497, 1999-07-22
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Scudder Pathway Series

Supplement to Prospectus
Dated January 1, 1999

The following replaces the disclosure  regarding Scudder Development Fund in the
"Underlying Scudder funds" section on page 17:

Scudder  Development Fund (not available for the International  Portfolio) seeks
long-term capital appreciation by investing primarily in U.S. companies with the
potential  for  above-average  growth.  The fund  generally  invests  in  equity
securities,  including  common stocks and convertible  securities,  of companies
that the fund's  investment  adviser,  Scudder  Kemper  Investments,  Inc.  (the
"Adviser"),  believes have the potential for  above-average  revenue,  earnings,
business value and/or cash flow growth.  The management  team pursues a flexible
investment  strategy  in  the  selection  of  securities,  not  limited  to  any
particular investment sector,  industry or company size. The fund may, depending
upon market circumstances,  emphasize securities of small, medium or large-sized
companies from time to time.

The  following  replaces  the  disclosure  regarding  Scudder  Value Fund in the
"Underlying Scudder funds" section on page 20:

Scudder Value Fund (not  available  for the  International  portfolio)  seeks to
provide  long-term  growth of capital through  investment in undervalued  equity
securities. The fund invests primarily in

July 26, 1999

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the stocks of larger, established domestic companies with market capitalizations
of at least $1 billion.  The Adviser uses in-depth  fundamental and quantitative
research to identify  companies  that are currently  undervalued  in relation to
future business prospects.

July 26, 1999



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