SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                               
                            -------------------


                                SCHEDULE 14A
                               (Rule 14a-101)

                  INFORMATION REQUIRED IN PROXY STATEMENT

                          SCHEDULE 14A INFORMATION
              PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                            
                               -------------




[_]  Filed by the Registrant
[x]  Filed by a Party other than the Registrant

Check the appropriate box:

[_]  Preliminary Proxy Statement
[_]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[x]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                             Kemper Corporation
- ---------------------------------------------------------------------------
              (Name of Registrant as Specified In Its Charter)

                    General Electric Capital Corporation
- ---------------------------------------------------------------------------
                 (Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE  (Check the appropriate box):

[_]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[_]  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     1)   Title of each class of securities to which transaction applies:  

     2)   Aggregate number of securities to which transaction applies:  

     3)   Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11: *  

     4)   Proposed maximum aggregate value of transaction: 

*  Set forth the amount on which the filing fee is calculated and state how
it was determined.

[_]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously.  Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

     1)  Amount Previously Paid: $ 
     2)  Form, Schedule or Registration Statement No.:  
     3)  Filing Party:  
     4)  Date Filed:  

[x]  Filing Fee of $500 was previously paid on March 24, 1994, 
     the date the Preliminary Proxy Statement was filed.






     


               GE Capital To Run Director Slate For Kemper Board


               STAMFORD, Conn., March 24, 1994 - General Electric Capital
     Corporation today filed its preliminary proxy statement with the
     Securities and Exchange Commission in connection with its solicitation
     of proxies to elect four of its nominees to the board of directors of
     Kemper Corporation in opposition to Kemper's nominees at Kemper's 1994
     Annual Meeting of Stockholders to be held on May 11, 1994.  The four
     nominees of GECC are John C. Deterding, Jack O. Peiffer, John W.
     Stanger and Paul W. Van Orden.
               If elected, the GECC nominees have advised GECC that they
     will, subject to their fiduciary duties, seek to cause the full Kemper
     board of directors to consummate a sale or merger of Kemper for at
     least $55 per share of common stock after satisfying all governmental
     and regulatory requirements.

























































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     Information Concerning Participants
     -----------------------------------
          The following sets forth the identity of persons who may be
     deemed participants in the solicitation of proxies on behalf of GECC
     and their respective, direct or indirect, interests, if any, in Kemper
     securities:


                           Directors, Officers        Representatives 
      Nominees             and Employees              of GE and GECC
      --------             of GE or GECC(F1)          --------------
                           -----------------


      John C. Deterding    John F. Welch, Jr.         Lazard Freres &
                                                      Co.(F2)

      Jack O. Peiffer      Paolo Fresco               J. Ira Harris(F3)

      John W. Stanger      Frank P. Doyle             Kendrick R. Wilson,
                                                      III(F3)

      Paul W. Van Orden    Dennis Dammerman           Norman R. Prouty,
                                                      Jr.(F3)
                           Benjamin W. Heineman, Jr.  Paolo M. Pellegrini(F3)

                           James W. Ireland           Gary S. Shedlin(F3)

                           JoAnna H. Morris
                           Gary C. Wendt

                           Burton J. Kloster, Jr.
                           James A. Parke

                           Paul A. Street





















                         
     (F1)  General Electric Capital Corporation, a wholly owned
     subsidiary of General Electric Company, owns 100 shares of common
     stock of Kemper Corporation.

     (F2)  As of March 23, 1994, Lazard Freres & Co. owned 637,000
     shares of common stock of Kemper Corporation.

     (F3)  Each of these persons is a partner or officer of Lazard
     Freres & Co.



For further information contact:
     Bruce Bunch (203) 373-2039 (Office); (203) 263-5595 (Home)


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