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
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[_]  Preliminary Proxy Statement
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                             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)

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

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



                                                         GE Financial Services
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     GARY C. WENDT                   250 Long Ridge Road, Stamford, CT 06927
     President                       203 357-4460


                                             April 27, 1994


     Mr. David B. Mathis
     Chairman & CEO
     Kemper Corporation
     One Kemper Drive
     Building 3 - 3rd floor
     Long Grove, IL  60049

     Dear David:

               It has been almost two months since we last talked.  Since
     then -- even though we have reached out many times through various
     sources in an effort to hold further talks -- you have constantly and
     consistently expressed your unwillingness to negotiate the financial
     terms of our proposed acquisition of Kemper.  This, despite having
     told your major institutional shareholders that you would not stand in
     the way of the sale of company at the right price.

               Since you continue to tell others that you will sell, we
     will now, once again, request that you make available to us a due
     diligence review of Kemper's real estate portfolio so that we can
     determine whether to increase our $55 per share proposal to acquire
     all the common shares of Kemper.  We have the money available to pay
     for any price we agree to.  Your shareholders can be rewarded if you
     will stop stonewalling and begin responsible negotiations.

               We are sending copies of this letter to the members of your
     board to assure they're aware of your continued failure to respond to
     our request.

                                        Very truly yours,

                                        /s/ Gary C. Wendt

                                        Gary C. Wendt



     cc:  The Board of Directors Kemper Corporation