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.




     


                                             Name:   Anthony B. Zehnder
                                             Office: (203) 357-4728
                                             Home:   (203) 657-3824

     FOR IMMEDIATE RELEASE

                    ILLINOIS INSURANCE REGULATORS NO BARRIER
                  TO GE CAPITAL'S PROXY SOLICITATION RE: KEMPER


               STAMFORD, CT., March 31, 1994 -- In response to media
     inquiries, General Electric Capital Corporation confirmed today that
     the Department of Insurance of the State of Illinois has indicated
     that the solicitation and vote of proxies of Kemper Corporation
     stockholders by General Electric Capital Corporation at Kemper's 1994
     Annual Meeting scheduled to be held on May 11, 1994 will not
     constitute a change of control.  Earlier, some concern had been
     expressed whether this could be a barrier to GE Capital's proxy
     solicitation.













































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



                           Directors, Officers 
                           and Employees              Representatives 
                           of GE or General           of GE and General
                           Electric Capital           Electric Capital
      Nominees             Corporation(1)              Corporation       
      --------             --------------------       -----------------

      John C. Deterding    John F. Welch, Jr.         Lazard Freres &
                                                      Co.(2)

      Jack O. Peiffer      Paolo Fresco               J. Ira Harris(3)

      John W. Stanger      Frank P. Doyle             Kendrick R. Wilson, 
                                                      III(3)

      Paul W. Van Orden    Dennis D. Dammerman        Norman R. Prouty, Jr.(3)
                           Benjamin W. Heineman, Jr.  Paolo M. Pellegrini(3)
                           James W. Ireland           Gary S. Shedlin(3)
                           JoAnna H. Morris
                           Gary C. Wendt
                           Burton J. Kloster, Jr.
                           James A. Parke
                           Paul A. Street







     _________________________

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

     (2) As of March 29, 1994, Lazard Freres & Co. may be deemed to be the
     beneficial owner, for Securities and Exchange Commission reporting
     purposes, of 637,000 shares of common stock of Kemper Corporation
     which are held in discretionary accounts.

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















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