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                              KEMPER EQUITY FUNDS
                            SUPPLEMENT TO PROSPECTUS
                             DATED FEBRUARY 1, 1995
                           --------------------------

                                 CLASS I SHARES

                             Kemper Blue Chip Fund
                               Kemper Growth Fund
                    Kemper Small Capitalization Equity Fund
                             Kemper Technology Fund
                            Kemper Total Return Fund


     Kemper Blue Chip Fund (the "Blue Chip Fund"), Kemper Growth Fund 
(the "Growth Fund"), Kemper Small Capitalization Equity Fund (the "Small Cap
Fund"), Kemper  Technology Fund (the "Technology Fund") and Kemper Total Return
Fund (the "Total Return Fund") (collectively, the "Funds") currently offer four
classes of shares to provide investors with different purchasing options. 
These are Class A, Class B and Class C shares, which are described in the
prospectus, and Class I shares, which are described in the prospectus as
supplemented hereby.
     Class I shares are available for purchase exclusively by the following
investors:  (a) tax-exempt retirement plans of Kemper Financial Services, Inc.
("KFS") and its affiliates; and (b) the following investment advisory clients
of KFS and its investment advisory affiliates (including Kemper Asset
Management Company ("KAMCO")) that invest at least $1 million in a Fund:  (1)
unaffiliated benefit plans, such as qualified retirement plans (other than
individual retirement accounts and self-directed retirement plans); (2)
unaffiliated banks and insurance companies purchasing for their own accounts;
and (3) endowment funds of unaffiliated non-profit organizations.  Class I
shares currently are available for purchase only from Kemper Distributors,
Inc., principal underwriter for the Funds or Kemper Clearing Corp., an
affiliate of KFS and KAMCO.  Share certificates are not available for Class I
shares.
     The primary distinctions among the classes of each Fund's shares lie in 
their initial and contingent deferred sales charge schedules and in their 
ongoing expenses, including asset-based sales charges in the form of Rule 12b-1
distribution fees.  Class I shares are offered at net asset value without an
initial sales charge and are not subject to a contingent deferred sales charge
or a Rule 12b-1 distribution fee.  Also, there is no administrative services
fee charged to Class I shares.  As a result of the relatively lower expenses
for Class I shares, the level of income dividends per share (as a percentage of
net asset value) and, therefore, the overall investment return, will be higher
for Class I shares than for Class A, Class B and Class C shares.
     The following information supplements the indicated sections of the 
prospectus.

SUMMARY OF EXPENSES



SHAREHOLDER TRANSACTION EXPENSES  (APPLICABLE TO ALL FUNDS)                                           CLASS I
                                                                                                      -------
                                                                                                    
Maximum Sales Charge on Purchases                                          
  (as a percentage of offering price) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  None
Maximum Sales Charge on Reinvested Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  None
Redemption Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  None
Exchange Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  None
Deferred Sales Charge (as a percentage of redemption proceeds)  . . . . . . . . . . . . . . . . . . .  None
                                                                   



 ANNUAL FUND                                       BLUE                    SMALL                     TOTAL
 OPERATING EXPENSES                                CHIP       GROWTH       CAP      TECHNOLOGY      RETURN
 (as a percentage of average net assets)           FUND        FUND        FUND        FUND          FUND  
                                                   ----       ------       ----     ----------      ------
                                                                                     
 Management Fees (restated) . . . . . . . . . .    .58%        .54%        .54%        .56%          .54%
 12b-1 Fees . . . . . . . . . . . . . . . . . .    None        None        None        None          None
 Other Expenses (estimated) . . . . . . . . . .    .07%        .06%        .04%        .05%          .06%
                                                   ----       ------       ----     ----------      ------
 Total Operating Expenses . . . . . . . . . . .    .65%        .60%        .58%        .61%          .60%
                                                   ====       ======       ====     ==========      ======
   




               Example                          Fund           1 YEAR     3 YEARS     5 YEARS     10 YEARS
                                            -----------------  ------     -------     -------     --------
                                                                                    
 You would pay the following                Blue Chip . . . .    $7         $21         $36         $81
 expenses on a $1,000 investment,           Growth  . . . . .    $6         $19         $33         $75
 assuming (1) 5% annual return and (2)      Small Cap . . . .    $6         $19         $32         $73
 redemption at the end of each time         Technology  . . .    $6         $20         $34         $76
 period:                                    Total Return  . .    $6         $19         $33         $75
     


     The purpose of the preceding table is to assist investors in understanding
the various costs and expenses that an investor in Class I shares of a Fund will
bear directly or indirectly.
     As discussed in the prospectus under "Investment Manager and Underwriter,"
effective May 31, 1994, the investment management fee for each Fund (other than
the Small Cap Fund) was changed.  "Management Fees" have been restated based
upon the new management fee.  The base management fee for the Small Cap Fund is
 .65% and is subject to a maximum upward or downward performance adjustment of
 .30 of 1%.  The table reflects the management fee for the prior fiscal year
after such adjustment.  See "Investment Manager and Underwriter" in the
prospectus.
     "Other Expenses" for Class I shares, which were not available for purchase
prior to May 31, 1994, have been estimated for the current fiscal year.
     The Example assumes a 5% annual rate of return pursuant to requirements of
the Securities and Exchange Commission.  This hypothetical rate of return is not
intended to be representative of past or future performance of any Fund.  The
Example should not be considered to be a representation of past or future
expenses.  Actual expenses may be greater or lesser than those shown.

FINANCIAL HIGHLIGHTS

     No financial information is presented for Class I shares since no Class I
shares of any Fund had been issued as of the end of a Fund's fiscal year.

SPECIAL FEATURES

     Shareholders of a Fund's Class I shares may exchange their shares for (i)
shares of Kemper Money Market Fund - Money Market Portfolio if the shareholders
of Class I shares have purchased shares because they are participants in
tax-exempt retirement plans of KFS and its affiliates and (ii) Class I shares
of any other "Kemper Mutual Fund" listed under "Special Features - Class A
Shares - Combined Purchases" in the prospectus.  Conversely, shareholders of
Kemper Money Market Fund - Money Market Portfolio who have purchased shares
because they are participants in tax-exempt retirement plans of KFS and its
affiliates may exchange their shares for Class I shares of "Kemper Mutual
Funds" to the extent that they are available through their plan.  Exchanges
will be made at the shares relative net asset values.  Exchanges are subject to
the limitations set forth in the prospectus under "Special Features - Exchange
Privilege - General."


July 10, 1995
KEF-1I  (7/95)                                (LOGO)printed on recycled paper