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
[x]  Definitive Additional Materials
[_]  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

Gary C. Wendt                            260 Long Ridge Road, Stamford CT 06927
President and Chief Executive Officer    203 357-4460




                                        July 13, 1994


     Mr. David B. Mathis
     Chairman and Chief Executive Officer
     Kemper Corporation
     One Kemper Drive
     Long Grove, IL 60049-0001

     Dear David:

          Thank you for your letter dated July 12, 1994 advising us that in
     light of Kemper Corporation's merger agreement with Conseco, Inc.,
     Kemper intends to postpone the Kemper Annual Meeting of Stockholders
     to permit its stockholders to vote on the proposed merger at such
     meeting.  This is to confirm that General Electric Capital Corporation
     has determined not to solicit proxies with respect to this meeting.

                                        Sincerely,

                                        /s/ Gary C. Wendt

                                        Gary C. Wendt



     GCW/jmg