KEMPER SMALL CAPITALIZATION EQUITY FUND
497, 1999-03-10
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                       KEMPER EQUITY FUNDS - GROWTH STYLE
                               KEMPER GROWTH FUND
                     KEMPER SMALL CAPITALIZATION EQUITY FUND
                           KEMPER CLASSIC GROWTH FUND

                            SUPPLEMENT TO PROSPECTUS
                             DATED FEBRUARY 1, 1999
                              --------------------

The following disclosure replaces the "Portfolio Manager" section for the Kemper
Growth Fund on page 46 of the prospectus:

Kemper Growth Fund

Valerie F. Malter has been the co-lead  portfolio  manager of the Kemper  Growth
Fund since  February,  1999.  Ms. Malter joined  Scudder Kemper in 1995 and is a
Senior Vice President.  Prior to joining Scudder Kemper,  she spent ten years as
an analyst and portfolio manager at an unaffiliated institutional money manager.
Ms.  Malter,  who is a CFA,  received a B.S.B.A.  degree in finance  from Boston
University in 1980 and an M.B.A. degree from the Darden School at the University
of Virginia in 1984.

George P. Fraise has been the  co-lead  portfolio  manager of the Kemper  Growth
Fund since  February,  1999.  Mr. Fraise joined  Scudder Kemper in 1997 and is a
Vice President.  Prior to joining Scudder Kemper, he was a senior equity analyst
at an unaffiliated  institutional  money management firm. He began his career in
1986 and served as an equity analyst at several unaffiliated investment advisory
firms.  He received a B.A. degree in history from Trinity College in 1986 and an
M.B.A.  degree in Finance and  International  Business  from the Stern  Business
School at New York University in 1990.

The following  disclosure  replaces the "Average Annual Total Returns" table for
the Kemper Small Capitalization Equity Fund on page 24 of the prospectus:

<TABLE>
<CAPTION>

Average Annual Total Returns


For periods ended
December 31, 1998                  Class A               Class B               Class C         Russell 2000 Index
- -----------------                  -------               -------               -------         ------------------

<S>                                 <C>                   <C>                   <C>                   <C>  
One Year                           -8.69%                -6.88%                -3.60%                -2.55%

Five Years                          9.76%                   -                     -                  11.87%

Ten Years                          14.17%                   -                     -                  12.92%

Since Class Inception**            12.18%                11.87%                12.30%                   *
</TABLE>

- -----------
*  Index returns for the life of each class:  13.81% (5/31/94) for Class B and
   Class C shares.  The Index was not in existence on the A shares' inception
   date.

** Inception dates for Class A, B and C shares are 2/20/69, 5/31/94 and 5/31/94,
   respectively.

March 11, 1999
KEM-B
506215

<PAGE>

The  Russell  2000  Index is an  unmanaged  capitalization-weighted  measure  of
approximately  2000 small U.S.  stocks.  Index returns  assume  reinvestment  of
dividends and, unlike the fund's returns, do not reflect fees or expenses.

The  following  disclosure  replaces  the  example  in  the  "Fees  and  expense
information"  section  for  the  Kemper  Classic  Growth  Fund on page 16 of the
prospectus:

Example

This  example is to help you compare the cost of  investing in the fund with the
cost of investing in other mutual funds.

This example illustrates the impact of the above fees and expenses on an account
with an initial  investment of $10,000,  based on the expenses  shown above.  It
assumes a 5% annual return,  the reinvestment of all dividends and distributions
and "annual fund operating  expenses"  remaining the same each year. The example
is  hypothetical:  actual fund expenses and returns vary from year to year,  and
may be higher or lower than those shown.

<TABLE>
<CAPTION>

Fees and expenses if you sold shares after:

                              Class A                        Class B                       Class C
                              -------                        -------                       -------
<S>                             <C>                           <C>                            <C> 
1 Year                          $742                          $655                           $403

3 Years                       $1,091                        $1,085                           $927

5 Years                       $1,464                        $1,540                         $1,577

10 Years                      $2,509                        $2,489                         $3,318


Fees and expenses if you did not sell your shares:

                              Class A                        Class B                       Class C
                              -------                        -------                       -------
1 Year                          $742                          $255                           $303

3 Years                       $1,091                          $785                           $927

5 Years                       $1,464                        $1,340                         $1,577

10 Years                      $2,509                        $2,489                         $3,318
</TABLE>


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