SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                               
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                                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
                                            
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[_]  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
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              (Name of Registrant as Specified In Its Charter)

                    GENERAL ELECTRIC CAPITAL CORPORATION
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                 (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
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     GARY C. WENDT                   250 Long Ridge Road, Stamford, CT 06927
     President and                   203 357-4460
      Chief Executive Officer



                                     April 8, 1994


     Mr. O. Mason Hawkins
     Chairman
     Southeastern Asset Management
     860 Ridgelake Boulevard #301
     Memphis, TN 38120

     Dear Mr. Hawkins:

          I'm sorry that we did not have time to fully explore all the
     issues in our brief conversation of Wednesday evening.

          I had particularly wanted to inform you of our concern about the
     needless time which is passing because Kemper's management refuses to
     even discuss the possibility of a sale with GE Capital.  While time
     passes we believe that Kemper's position and value may deteriorate -
     employees can be expected to leave, market share will likely be
     eroded, and a no longer robust market will be actively fought over by
     stronger, better positioned competitors.

          Had we chosen to conduct a protracted negotiation for Kemper, our
     strategy would have been to initially offer a smaller - but still very
     handsome - premium over market and then be patient while management
     ratcheted us to a higher level.  Rather, because of the nature of the
     asset management and securities brokerage industries, we chose a
     preemptive price to encourage a quick transaction to allow that
     immediate recapitalization and reenergizing of Kemper necessary to
     justify the premium price we have said we are willing to pay.

          Because of securities law, we have been unable to publicly
     discuss these concerns with Kemper's shareholders until now.

          Hopefully this explanation will cause you to seek further
     discussions with GE Capital and, above all, to encourage the
     management of Kemper to provide us with any additional information
     which could cause our price conclusion to change.

                                  Very truly yours,

                                  /s/ Gary C. Wendt

                                  Gary C. Wendt