JANUS INVESTMENT FUND
N-30D, 1995-12-12
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                               TABLE OF CONTENTS

Our Message to You                                                             1
Portfolio Manager's Commentary and Schedule of Investments
  Janus Fund                                                                   3
  Janus Balanced Fund                                                          7
  Janus Enterprise Fund                                                       10
  Janus Growth and Income Fund                                                13
  Janus Mercury Fund                                                          16
  Janus Overseas Fund                                                         20
  Janus Twenty Fund                                                           24
  Janus Venture Fund                                                          27
  Janus Worldwide Fund                                                        32
Statements of Operations                                                      36
Statements of Assets and Liabilities                                          36
Statements of Changes in Net Assets                                           38
Financial Highlights                                                          40
Notes to Schedule of Investments                                              42
Notes to Financial Statements                                                 43
Report of Independent Accountants                                             45


PERFORMANCE INFORMATION

     The following  pages include  performance  overview graphs that compare the
performance of a $10,000 investment in each fund, since its inception, to one or
more widely used market indexes.  Each graph reflects the life-time  performance
of the fund through October 31, 1995.

     When  comparing the  performance  of a fund to an index,  keep in mind that
market  indexes do not take into  account  brokerage  commissions  that would be
incurred if you purchased the individual  securities in the index.  They also do
not include taxes payable on dividends, interest payments, or operating expenses
necessary to maintain a portfolio investing in the index.

     Average annual total returns are quoted for each fund. Average annual total
return is  calculated  by taking the growth or decline in value of an investment
over a period of time,  including  reinvestment of dividends and  distributions,
and then  calculating  the  annual  compound  percentage  rate that  would  have
produced  the same result had the rate of growth been  constant  throughout  the
period.

AN EXPLANATION OF THE SCHEDULE OF INVESTMENTS

     Following the Performance  Overview is each fund's Schedule of Investments.
This schedule  reports the industry  concentrations  and the different  types of
securities held in the fund's portfolio on the last day of the reporting period.
Securities  are usually listed by type (common  stocks,  corporate  bonds,  U.S.
government  obligations,   etc.)  and  by  industry   classification   (banking,
communications, insurance, etc.).

     The market value of each security  represents  its value on the last day of
the reporting period. The value of securities  denominated in foreign currencies
are  converted  into U.S.  dollars.  Funds  that  invest  primarily  in  foreign
securities  also  provide a summary of  investments  by  country.  This  summary
reports the fund's exposure to different  countries by indicating the percentage
of securities invested in each country.

AN EXPLANATION OF THE FORWARD FOREIGN CURRENCY CONTRACT TABLE

     A table listing  forward  foreign  currency  contracts  follows each fund's
Schedule of Investments (if applicable).  Forward foreign currency contracts are
agreements  to deliver or receive a preset  amount of currency at a future date.
Foreign  currency  contracts are used to hedge against foreign  currency risk in
the fund's long-term holdings.

     The table provides the name of the foreign currency, the settlement date of
the  contract,  the amount of the  contract,  the value of the  currency in U.S.
dollars,  and the amount of  unrealized  gain or loss.  The amount of unrealized
gain or loss  reflects the change in currency  exchange  rates from the time the
contract was opened to the last day of the reporting period.

                   Janus Funds October 31, 1995 Annual Report


<PAGE>

OUR MESSAGE TO YOU

Dear Shareholders:

     The rally in U.S.  financial  markets was equally robust in both stocks and
bonds  during our fiscal year ended  October 31.  Starting in January,  economic
growth turned  moderate,  inflation  remained low, and interest rates  declined.
Declining interest rates and record corporate profits were the twin engines that
drove stock  indexes to record  heights.  The  Standard & Poor's 500 Stock Index
(the  S&P 500  Index),  which  is made up of the  stocks  of  larger  companies,
produced a total return of 26.44% for the  twelve-month  period.  By  historical
standards, the rally was a steady one. The S&P 500 Index hit 64 new highs during
the twelve months. Smaller stocks appreciated too. The Russell 2000 Index gained
18.35%. Not bad, but still not good enough to catch either the S&P 500 Index, or
the  NASDAQ  Composite,  which  charged  ahead  33.26%,  powered  by  its  large
technology component.

     Bonds Performed Well Too.  Although the Federal Reserve lowered  short-term
rates only once, in July,  intermediate  and long-term  bonds,  which are market
driven,  turned in impressive results. The benchmark 30-year Treasury Bond had a
total return (with interest reinvested) of 27.9% as its yield fell from 7.97% to
6.33% at fiscal year end.  The Federal  Reserve's  go-slow  approach to lowering
short  rates  caused  the gap  between  the short and long end of the  market to
compress.  On October 31, a one-year  Treasury Bill was yielding 5.55%,  just 78
basis points (0.78%) less than the 30-year Treasury Bond.

     Foreign Markets Lagged.  With few exceptions,  foreign markets continued to
lag the U.S. during the year. Measured in U.S. dollars,  the Morgan Stanley EAFE
Index (EAFE stands for Europe,  Australasia,  and the Far East) lost 0.37%, with
net dividends reinvested.* The U.S. market is not represented in EAFE.

ECONOMIC TRENDS

     The Economy Landed Softly. The economy slowed  sufficiently to avoid higher
inflation but not enough to cause a recession. It is still uncertain whether the
current  soft  landing is an  exception  to the  typical  business  cycle or the
beginning of a new trend. Usually an economic boom brings increasing  inflation,
and interest rates must rise to choke off growth.  If we are indeed seeing a new
cyclical  trend - one that does not  include  recession  quite as often - we can
thank  technology  and  the  additional   flexibility  it  has  brought  to  the
marketplace.  Leaner, more streamlined operations allow business to absorb costs
and adjust  quickly to consumer  demand,  while global  competition in labor and
manufacturing hold down prices.

     Inflation  Was Subdued.  In the month of  September,  unit labor costs (the
cost of labor  embedded in each  individual  product) was unchanged  compared to
September  1994.  This is the first time in 30 years  unit labor  costs have not
risen from the  previous  year.  More  efficient  production  and  international
competition have kept the lid on labor costs,  which, along with the cost of raw
materials,  have been the driving  forces behind  inflation in past cycles.  But
during the recent recovery, cost increases did not reach either the wholesale or
retail buyer.

     The Mid-Year Rise in Inventories. In 1994, Gross Domestic Product (GDP) was
a robust  4.1%,  and then slowed to an annual rate of 2.8% and 1.3% in the first
and second calendar  quarters of 1995. This was well within the 2%-3% range that
is sustainable without higher inflation in mature economies such as the U.S. Why
did growth  slow?  One reason  was that the  higher  interest  rates of 1994 had
finally  taken  hold.  As growth  slowed,  inventories  accumulated.  Due to the
increased  flexibility  in corporate  America  excess  inventory  was worked off
relatively fast and by the third quarter of 1995 annualized GDP growth jumped to
4.2%.  But even as this data was  released in late  October,  retail  demand had
turned  sluggish  and demand was also waning in the  manufacturing  sector.  The
price of  industrial  commodities  (fuel,  copper,  steel,  etc.)  had gone into
decline.  Clearly,  the economy was  bouncing  around,  but business was able to
adjust and overall growth remained moderate.

     The Dollar Gathered Strength.  The decline in the U.S. dollar against other
major  currencies,  principally  the  Japanese  yen and the German  mark,  ended
earlier  this  year.  The  dollar's  strength  was good  news for the  financial
markets.  A stronger  dollar reduces the possibility of inflation and means more
buying power for the U.S. consumer because imported goods are less expensive.  A
weak  dollar  makes  foreign  goods  more  expensive,  and can  eventually  fuel
inflation.

     The Budget Debate. The budget debate in Washington and the current push for
fiscal  responsibility is another factor supporting the performance of financial
markets.  Congress'  focus on curbing the deficit has helped support bond prices
this year,  which in turn have buoyed  stocks.  A responsible  budget  agreement
would very likely have a positive impact on both markets.

- -----------------------------------------
*Net dividends are those  dividends  that remain to be reinvested  after foreign
tax obligations have been met. Tax obligations vary from country to country.


                   Janus Funds October 31, 1995 Annual Report

                                       1
<PAGE>

OUR MESSAGE TO YOU

EQUITY MARKETS

     Strong Market  Sectors.  This year the market favored growth stocks,  which
benefit from moderate economic growth,  and punished cyclical stocks,  which are
more dependent on strong numbers from the general  economy to boost their bottom
lines.  Technology  was  again  a  market  leader,  with  semiconductors,   chip
manufacturers, and software vendors ahead of the field. Drugs performed well, as
did financial  companies,  which were helped by falling interest rates,  greater
efficiency, and, in the banking industry, ongoing consolidation of both regional
and central  banks.  The demand for cellular  equipment and services,  which has
benefited from technological  advances, is very strong globally,  and has led to
excellent performance in a range of telecommunications stocks. Other groups that
performed well included aerospace and defense, which have been consolidating and
benefiting  from  increased  Congressional  spending.  Strong loan demand helped
consumer  finance  stocks,  and  beverages are  experiencing  growth in overseas
sales.

     Weak Sectors.  Retailers,  oil, and container manufacturers were in a slump
this year.  Retailers and oil companies  have little  pricing  power.  Container
manufacturers, on the other hand, have been hurt by high aluminum prices.

INTERNATIONAL MARKETS

     Europe Was Strong. The UK, Sweden,  Germany,  Finland, and the Netherlands,
where our funds have  significant  investments,  gained  this year,  and several
markets set new records.  The stronger dollar was both good news and bad news in
Europe: good news for economic growth,  which has been largely export driven the
last two years (a strong dollar made U.S. goods more expensive abroad); bad news
for investors who did not hedge  currencies.  Economic  growth has slowed on the
Continent, but interest rates have been slower to respond to that weakness. Many
of the same  industries  that are doing  well in the U.S.  are  performing  well
overseas.  Aerospace,  data  processing,  electrical and  electronic  equipment,
health care,  and business and financial  services  have all posted  exceptional
results.

     Japan  and the Far  East.  The Far East  lagged  the U.S.  this  year.  The
Japanese recession reduced demand for regional products and a number of regional
economies had to raise  interest  rates in an effort to put the inflation  genie
back in the  bottle.  The strong U.S.  dollar  also  eroded  returns for foreign
investors.

     Latin America.  With few exceptions,  Latin American markets have continued
to  struggle  under  the  cloud  of  Mexican  economic  recession  and  currency
depreciation.

HOW OUR FUNDS PERFORMED

     On the whole, funds in the Janus family produced very solid results for the
fiscal year,  despite our overall moderate  exposure to the volatile  technology
sector  and our  conservative  strategy  in the last few  months  of 1994,  when
economic growth was very robust and there was a troubling divergence between the
stock and bond markets. This year Janus Overseas Fund was the star of the group.
Lipper Analytical Services,  Inc., the large mutual fund rating service,  ranked
Janus Overseas  second out of the 233 funds in its  International  Group.  Janus
Growth  and Income  Fund was ranked  71st out of 408 (top 17%) in the Growth and
Income category, and Janus Worldwide Fund had top quartile performance,  ranking
28th out of 120 funds in Lipper's  Global Fund Group.  All  rankings are for the
one-year period ended October 31, 1995.(1)

JANUS OLYMPUS FUND

     Janus   Olympus  Fund  will  open   December  29,  1995.   The  Fund  is  a
nondiviersified  growth fund and will be managed by Scott  Schoelzel.  Scott has
been with Janus since early 1994 and has helped Tom Marsico  with both the Janus
Twenty and Janus  Growth  and  Income  Funds.  Scott has also  managed  separate
institutional  accounts  and has done an  excellent  job with all his  portfolio
responsibilities. Janus Olympus Fund will afford Scott the flexibility to invest
in a wide variety of companies,  both small and large,  domestic and foreign. We
believe the Fund will be a very attractive  investment for shareholders  seeking
growth of capital over a broad universe of securities.(2)

JANUS TWENTY FUND HAS REOPENED TO NEW INVESTORS

     On November 1, 1995, Janus Twenty Fund reopened to new investors. Since the
Fund  closed in January  1993,  financial  markets  worldwide  have  experienced
tremendous  growth and there are now many new and exciting  companies  that meet
Janus Twenty Fund's objectives.  Reopening the Fund will allow portfolio manager
Tom Marsico to take advantage of these opportunities.(2)

     We appreciate your investment with Janus.


     /s/ Thomas H. Bailey
     Thomas H. Bailey
     Chairman


- ----------------------------
(1)  Past  performance is no guarantee of future  results.  Lipper  rankings are
     based on total  return,  including  reinvestment  of dividends  and capital
     gains.
(2)  For a prospectus containing more complete information,  including expenses,
     please call a Janus Investor Service Representative at 1-800-525-3713. Read
     the prospectus carefully before you invest or send money.


                   Janus Funds October 31, 1995 Annual Report

                                       2
<PAGE>

JANUS FUND                                     Portfolio Manager, James P. Craig

PERFORMANCE REVIEW

     Janus  Fund  produced a total  return of 21.62%  for the fiscal  year ended
October 31, 1995,  while the broader  market,  as measured by the S&P 500 Index,
gained 26.44%. Both returns include reinvested dividends.

     Much of the  Fund's  underperformance  occurred  early in the year  when we
adopted a more  cautious  strategy  due to rapid  growth in the  economy and the
threat that  interest  rates might rise.  In  addition,  our modest  exposure to
technology  constrained  results.  We  underestimated  the demand  for  personal
computers and overestimated  industry capacity. We believed prices would fall if
supply outstripped demand. Demand for PCs, software, and semiconductors remained
strong,  however,  and we missed  growth  opportunities  in  several  individual
technology companies.  Most European markets also appreciated less than the U.S.
market  and  this  impacted  some  of our  foreign  holdings.  Lastly,  earnings
disappointments  at Wal-Mart and container  manufacturer  Crown Cork & Seal hurt
results.

     Once the Fund assumed a less conservative posture,  performance was in line
with the S&P 500 Index,  despite only a moderate  exposure to technology,  which
was the best performing market sector again this year. We also stayed the course
with Citicorp.  When the Mexican peso was devalued, and Latin America suffered a
fiscal  crisis,  it appeared  Citicorp's  earnings  momentum  might  stall.  But
Citicorp's  stock  recovered  quickly,  and went on to appreciate.  Finally,  we
recognized early the boom in outsourcing,  and its effect on EDS and First Data,
and the potential of German software  provider SAP, all of which  contributed to
Fund performance.

THE PORTFOLIO

     Equity holdings increased from 78.3% when the fiscal year began to 90.5% at
year end. This is a very high percentage for Janus Fund, and reflects a positive
perspective on equities, especially on growth stocks, which tend to perform best
in a moderately expanding economy.

     The Fund's ten largest holdings were 34.6% of the portfolio at year end, up
from  25.3%  at the  end of  October  1994,  and  30.7%  at  the  end of  April.
Approximately  19.0% of the portfolio was invested abroad,  compared to 11.6% at
year end 1994.

- --------------------------------------------------------------------------------
Ten Largest Holdings                  October 31, 1995          October 31, 1994

First Data Corp.                             5.0%                    2.5%
General Motors E (EDS)                       4.8%                    1.7%
Citicorp                                     4.0%                    3.8%
Roche Holdings                               3.6%                    0.2%
SAP AG                                       3.6%                    0.5%
Pfizer                                       3.3%                    2.4%
Wolters Kluwer                               2.6%                    2.8%
UNUM                                         2.6%                    2.0%
General Re                                   2.6%                    1.2%
Astra                                        2.5%                    2.1%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Industries                   October 31, 1995          October 31, 1994

Computer Software and Services               14.7%                   4.7%
Pharmaceuticals                              12.3%                   7.0%
Financial - Bank Money Center                 6.6%                   6.3%
Forest Products and Paper                     5.7%                   0.2%
Insurance-Property and Casualty               4.1%                   2.2%
- --------------------------------------------------------------------------------

PORTFOLIO THEMES

     Pharmaceuticals.  Pfizer  and  Merck in the  U.S.,  and  Astra and Roche in
Europe have breakthrough products in their pipelines.  We expect these companies
to increase revenues by 15% annually for the next 3 years, while earnings should
grow by 20%.

     Outsourcing.  It  is  becoming  standard  business  practice  to  farm  out
functions such as data processing and computer  operations.  EDS (General Motors
E) is a data  processing and information  management  company that is being spun
off by GM. EDS should sign $10 billion in new business this year and compete for
$30 billion in new contracts over the next 18 months.  The company's  backlog is
$36  billion.  First  Data  processes  credit  card  transactions  for banks and
recently acquired First Financial Management,  the largest credit card processor
for  merchants.  First Data now  dominates  a market  growing at better than 20%
annually.

     Banking.  Increased efficiency and disciplined asset growth are the keys to
earnings  momentum at Citicorp,  which also has very  successful  operations  in
emerging  markets,  and at  Bank  of New  York,  where  emphasis  on  securities
processing is lifting profits.

     Paper. The industry is  restructuring  and demand is in an extended upcycle
with exceptional profitability.  Instead of adding new plants,  Georgia-Pacific,
Champion International, and James River are cleaning up their balance sheets and
repurchasing stock.

     Insurance.   The  most   interesting   of  the  insurance   companies  have
restructured  operations,  increased  efficiency,  and grown market share.  This
group  includes  UNUM,  a  disability   provider,   reinsurer  General  Re,  and
property-casualty giant AIG.

     Share  Repurchase.  Many companies  have excess cash flow,  more money than
they can prudently reinvest in their business.  Some companies are employing the
extra cash to buy back and retire  their own stock.  Stock  repurchase  programs
increase  earnings per share,  which in turn can push up the price of the stock,
thus adding value for shareholders.  Citicorp (banking),  Hercules  (chemicals),
Hershey  (foods),   Champion  International  and  Georgia-Pacific  (paper)  have
significant stock repurchase programs.

GOING FORWARD

     Current economic conditions are very positive for growth stocks. As long as
economic expansion is moderate and inflation remains low, we expect to find good
investment opportunities in the coming year.

     Thank you for your investment in Janus Fund.


                   Janus Funds October 31, 1995 Annual Report

                                       3
<PAGE>

JANUS FUND                                     Portfolio Manager, James P. Craig

PERFORMANCE OVERVIEW
[line graph]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in Janus Fund and the S&P 500 Index.  Janus Fund is represented by a solid green
line.  The S&P 500 Index is  represented  by a single dashed black line. The "y"
axis reflects the value of the investment. The "x" axis reflects the computation
periods from  inception,  February 5, 1970,  through October 31, 1995. The upper
right quadrant reflects the ending value of the hypothetical investment in Janus
Fund ($511,542) as compared to the S&P 500 Index  ($186,028).  There is a legend
in the upper left quadrant of the graph which indicates  Janus Fund's  one-year,
five-year,  ten-year and since inception (February 5, 1970) average annual total
returns as 21.62%, 17.27%, 15.98% and 16.51%, respectively.

Source - Lipper Analytical  Services,  Inc. 1995. All returns reflect reinvested
dividends.
Past performance is not predictive of future performance.  Investment return and
principal value may fluctuate so that shares,  when redeemed,  may be worth more
or less than their original cost.
The Fund's portfolio may differ  significantly from the securities in the index.
The index is unmanaged.


- --------------------------------------------------------------------------------
                          JANUS FUND October 31, 1995
- --------------------------------------------------------------------------------
Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------

Common Stock - 86.8%
Aerospace and Defense - 3.1%
       1,466,600   Boeing Co.                                   $     96,245,625
         542,825   Lockheed Martin Corp.                              36,979,953
         400,000   Loral Corp.                                        11,850,000
       1,015,625   McDonnell Douglas Corp.                            83,027,344
       1,632,600   United Technologies Corp.                         144,893,250
                                                                     372,996,172
Auto and Truck - 0.6%
         831,000   Chrysler Corp.                                     42,900,375
         947,000   Ford Motor Co.                                     27,226,250
                                                                      70,126,625
Biopharmaceuticals - 0.3%
         744,225   Amgen, Inc.*                                       35,722,800
Broadcasting, Radio and Television - 1.1%
         172,832   Viacom, Inc. - Class A*                             8,598,392
       2,427,813   Viacom, Inc. - Class B*                           121,390,650
                                                                     129,989,042
Chemicals - 2.4%
         354,500   Cytec Industries, Inc. *                           19,408,875
       5,080,125   Hercules, Inc.                                    271,151,672
                                                                     290,560,547
Commercial Services - 0.6%
       1,782,100   Manpower, Inc.                                     48,339,463
         676,300   Robert Half International, Inc.*                   24,684,950
                                                                      73,024,413

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Computer Software and Services - 11.2%
         518,600   Adobe Systems, Inc.                          $     29,560,200
         819,500   Computer Sciences Corp.*                           54,804,063
       9,078,980   First Data Corp.#                                 600,347,580
      12,142,375   General Motors Corp. - Class E                    572,209,422
           2,269   NTT Data Communications Systems Corp.**            56,936,288
         135,910   SAP A.G.**                                         21,540,235
                                                                   1,335,397,788
Computers - 1.1%
       1,767,325   Sun Microsystems, Inc.*                           137,851,350
Electrical Equipmemt - 0.4%
       4,127,000   Hitachi, Ltd.**                                    42,475,496
Electronics - 0.2%
         356,000   Kyocera Corp.*,**                                  29,242,110
Electronics - Semiconductors - 3.0%
       1,766,775   Intel Corp.                                       123,453,403
         598,000   Rohm Co.**                                         36,400,511
       2,943,750   Texas Instruments, Inc.                           200,910,938
                                                                     360,764,852
Entertainment - 2.3%
       1,700,975   Circus Circus Enterprises, Inc.*                   45,288,459
       1,425,410   Thorn EMI PLC                                      33,184,636
       3,333,900   Walt Disney Co. (The)                             192,115,988
                                                                     270,589,083
Financial - Bank Commercial - 2.4%
         923,475   First Bank System, Inc.                            45,942,881
       1,401,600   First Interstate Bancorp                          180,806,400
       1,667,650   NBD Bancorp, Inc.                                  63,370,700
                                                                     290,119,981


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       4
<PAGE>

                          JANUS FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Financial - Bank Money Center - 6.6%
       6,406,400   Bank of New York Co., Inc.                   $    269,068,800
       7,291,950   Citicorp                                          473,065,256
         665,000   First Chicago Corp.                                45,136,875
                                                                     787,270,931
Financial - Security Broker - 0.8%
         971,700   Merrill Lynch and Co., Inc.                        53,929,350
         465,725   Morgan Stanley Group, Inc.                         40,518,075
                                                                      94,447,425
Financial Services - 0.3%
         302,675   Federal National Mortgage Association              31,743,041
Food Processing - 1.7%
       1,046,450   Hershey Foods Corp.                                62,525,388
       1,452,700   Kellogg Co.                                       104,957,575
       1,559,375   Nabisco Holdings Corp. - Class A#                  41,908,203
                                                                     209,391,166
Forest Products and Paper - 5.7%
       5,336,225   Champion International Corp.#                     285,488,038
       3,415,550   Georgia-Pacific Corp.                             281,782,875
       2,896,250   James River Corp.                                  93,042,031
         359,702   Mo Och Domsjo A.B.**                               18,339,133
                                                                     678,652,077
Household Products - 1.7%
       1,698,700   Colgate-Palmolive Co.                             117,634,975
         761,350   First Brands Corp.                                 34,831,763
       1,978,525   Newell Co.                                         47,731,916
                                                                     200,198,654
Insurance - Life - 2.6%
       5,890,800   UNUM Corp.#                                       310,003,350
Insurance - Multiline - 3.2%
       2,468,550   Alexander & Alexander Services, Inc.#              55,233,806
       2,107,887   American International Group, Inc.                177,852,966
       1,188,600   Cigna Corp.                                       117,819,975
       1,391,150   Prudential Reinsurance Holdings, Inc.*             28,344,681
                                                                     379,251,428
Insurance - Property and Casualty - 4.1%
       1,287,325   ACE, Ltd.                                          43,769,050
       2,125,900   General Re Corp.                                  307,989,763
         460,700   Orion Capital Corp.                                18,888,700
       1,914,420   Progressive Corp.                                  79,448,430
         663,125   Risk Capital Holdings, Inc.*                       14,588,750
         471,500   Transatlantic Holdings, Inc.                       31,767,313
                                                                     496,452,006
Lodging - 0.4%
          89,875   Accor S.A.**                                       10,700,721
         587,250   HFS, Inc.*                                         35,969,063
                                                                      46,669,784
Machine - Diversified - 1.0%
       1,276,250   AGCO Corp.#                                        57,112,188
       2,178,195   American Standard Companies, Inc.*                 58,266,716
                                                                     115,378,904
Metals - Diversified - 0.3%
         698,400   Aluminum Co. of America                            35,618,400
Mining - 0.9%
         725,967   Freeport McMoRan, Inc.                             27,132,980
         856,975   Minerals Technologies, Inc.                        34,171,878
         724,558   Potash Corporation of Saskatchewan, Inc.           50,447,352
                                                                     111,752,210

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Miscellaneous - Distribution and Wholesale - 0.1%
         285,000   Cardinal Health, Inc.                        $     14,641,875
Miscellaneous - Manufacturing - 1.0%
         400,000   AlliedSignal, Inc.                                 17,000,000
         764,931   Orkla A/S - Class A                                39,548,457
         118,946   Siemens A.G.**                                     62,331,996
                                                                     118,880,453
Office and Business Equipment - 0.9%
         700,000   Oce-Van Der Grinten N.V.**                         40,150,844
         543,900   Xerox Corp.                                        70,571,025
                                                                     110,721,869
Oil and Gas Exploration - 0.3%
         837,500   Triton Energy Corp.*                               39,048,438
Packaging and Containers - 1.4%
       4,910,175   Crown Cork & Seal Co., Inc.*,#                    171,242,354
Pharmaceuticals - 12.3%
       7,972,937   Astra A.B. - Class A**                            293,445,454
          60,625   Ciba-Geigy Corp. A.G.                              52,299,737
         848,200   Lilly (Eli) & Co.                                  81,957,325
       1,979,500   Merck & Co., Inc.                                 113,821,250
       6,983,200   Pfizer, Inc.                                      400,661,100
          59,437   Roche Holding A.G.                                431,650,749
       5,000,000   SmithKline Beecham PLC - Class A                   52,196,014
         934,750   SmithKline Beecham PLC (ADR) - Class A             48,490,156
                                                                   1,474,521,785
Publishing - Newspaper - 0.9%
       3,261,000   Reuters Holdings PLC                               30,305,583
         532,825   Reuters Holdings PLC (ADS)                         29,571,788
       1,510,075   Times Mirror Co. - Class A                         43,792,175
                                                                     103,669,546
Publishing and Printing - 3.8%
       6,866,770   Elsevier N.V.**                                    88,783,184
       4,927,507   News Corp., Ltd.*                                  24,791,273
       1,417,500   News Corp., Ltd. (ADR)                             28,172,813
       3,412,252   Wolters Kluwer N.V.#,**                           310,558,617
                                                                     452,305,887
Retail - Apparel - 0.1%
         281,775   Gymboree Corp. *                                    6,375,160
Retail - Department Stores - 0.4%
       1,989,875   Federated Department Stores, Inc.*                 50,493,078
Telecommunications - 0.9%
         454,550   MFS Communications Co., Inc.*                      18,352,456
       3,100,575   Paging Network, Inc.*,#                            71,313,225
         516,000   Telecomunicacoes Brasileiras S.A.                  20,640,000
                                                                     110,305,681
Toys - 1.6%
       6,473,701   Mattel, Inc.                                      186,118,904
Transportation-Air - 1.6%
       2,067,000   AMR Corp.*                                        136,422,000
         932,175   Delta Air Lines, Inc.                              61,173,984
                                                                     197,595,984
Transportation-Railroad - 2.2%
       2,861,750   Burlington Northern Santa Fe Corp.                240,029,281
         295,050   Wisconsin Central Transportation Corp.*            17,776,763
                                                                     257,806,044
Utilities - Telecommunications - 0.5%
         740,000   Cincinnati Bell, Inc.                              21,737,500
           4,800   DDI Corp.**                                        39,004,117
                                                                      60,741,617


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       5
<PAGE>

                          JANUS FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Wholesale - Special Line - 0.8%
       1,100,025   Alco Standard Corp.                          $     97,352,213
Total Common Stock (cost $8,329,367,152)                          10,387,510,523
Preferred Stock - 3.7%
Banking - 0.2%
       1,200,000   ConAgra Capital L.C., 7.2675%
                   Adjustable Rate - Series B                         25,650,000
Computer Software and Services - 3.5%
       2,702,413   SAP A.G.**                                        414,486,408
Total Peferred Stock (cost $254,992,204)                             440,136,408
Corporate Bonds - 0.1%
Packaging and Containers - 0.1%
                  Stone Container Corp.:
$      2,610,000   11.00% senior subordinated notes,
                   due 8/15/99                                         2,668,725
       2,000,000   11.50% senior subordinated notes,
                   due 9/1/99                                          2,050,000
Total Corporate Bonds (cost $4,630,883)                                4,718,725
U.S. Government Agencies - 3.7%
                  Federal Farm Credit Bank
      25,000,000   5.63%, 11/6/95                                     24,980,451
                  Federal Home Loan Bank System
      25,000,000   5.60%, 11/9/95                                     24,968,889
                  Federal Home Loan Mortgage Corp.:
      50,000,000   5.60%, 11/20/95                                    49,852,222
      20,000,000   5.66%, 11/20/95                                    19,940,256
      25,000,000   5.66%, 11/30/95                                    24,886,014
                  Federal National Mortgage Association:
      50,000,000   5.63%, 11/2/95                                     49,992,180
      50,000,000   5.60%, 11/13/95                                    49,906,666
     100,000,000   5.64%, 11/15/95                                    99,780,667
      50,000,000   5.58%, 11/22/95                                    49,837,250
      50,000,000   5.60%, 12/1/95                                     49,766,667
Total U.S. Government Agencies
  (amortized cost $443,911,262)                                      443,911,262
U.S. Government Obligations - 0.8%
                  U.S. Treasury Notes
     100,000,000   4.625%, due 2/15/96 (cost $99,658,053)             99,744,000

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Money Market - 0.3%
$      5,000,000   Janus Government Money Market Fund, 5.85%    $      5,000,000
      30,900,000   Janus Money Market Fund, 5.90%                     30,900,000
Total Money Market (cost $35,900,000)                                 35,900,000
Short-Term Corporate Notes - 5.3%
                  American Express Corp.
      50,000,000   5.65%, 11/8/95                                     49,945,069
                  AT & T Corp.
      25,000,000   5.62%, 11/17/95                                    24,937,556
                  Cargill, Inc.
      50,000,000   5.70%, 11/1/95                                     50,000,000
                  Chevron Oil Finance Co.
      25,000,000   5.70%, 11/3/95                                     24,992,083
                  Coca-Cola Co.
      25,000,000   5.64%, 12/11/95                                    24,843,333
                  Ford Motor Credit Corp.
     133,900,000   5.85%, 11/1/95                                    133,900,000
                  General Electric Capital Corp.
     100,000,000   5.72%, 11/7/95                                     99,904,667
                  Household Finance Corp.:
      50,000,000   5.73%, 11/24/95                                    49,816,958
     100,000,000   5.74%, 11/29/95                                    99,553,556
                  Norwest Corp.
      25,000,000   5.39%, 11/13/95                                    24,955,084
                  Wal-Mart Stores, Inc.
      50,000,000   5.70%, 11/10/95                                    49,928,750
Total Short-Term Corporate Notes
  (amortized cost $632,777,056)                                      632,777,056
Repurchase Agreement - 0.8%
                  State Street Bank & Trust Co., 5.84%,
     100,000,000   dated 10/31/95, maturing 11/1/95, to be
                   repurchased at $100,016,222, Collateralized
                   by $92,795,000 in U.S. Treasury Notes,
                   8.875%, due 2/15/99, value $104,394,375           100,000,000
                   (cost $100,000,000)
Total Investments - 101.5% (total cost $9,901,236,610)            12,144,697,974
Liabilities, net of Cash, Receivables and Other Assets - (1.5%)    (181,728,463)
Net Assets - 100%                                                $11,962,969,511


                       FORWARD FOREIGN CURRENCY CONTRACTS

Open at October 31, 1995

<TABLE>
<CAPTION>
                                                                               Currency              Currency            Unrealized
Fund                          Currency Sold and Settlement Date              Units Sold        Value in $ U.S.           Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                         <C>                <C>                   <C>            
Janus Fund                    Dutch Guilder 12/14/95                        500,000,000        $  317,641,827        $  (15,709,460)
                              French Franc 1/11/96                           46,000,000             9,415,040              (238,897)
                              German Deutschemark 12/14/95                  605,000,000           430,727,609           (19,974,690)
                              Japanese Yen 2/8/96                         1,400,000,000            13,712,893               240,399
                              Japanese Yen 3/14/96                       15,350,000,000           150,359,590             6,318,899
                              Swedish Krona 11/9/95                         300,500,000            45,318,815            (3,110,795)
                              Swedish Krona 1/11/96                         839,448,000           126,003,512            (6,728,833)
                              Swedish Krona 1/25/96                         760,000,000           113,973,786              (204,260)
                                                                                               $1,207,153,072        $  (39,407,637)
</TABLE>


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       6
<PAGE>

JANUS BALANCED FUND                            Portfolio Manager, James P. Craig

PERFORMANCE REVIEW

     Janus  Balanced  Fund had a return  of 18.26%  for the  fiscal  year  ended
October 31,  1995,  compared to a return of 26.44% for the S&P 500 Index,  and a
return of 26.18% for the Lehman Brothers Long  Government/Corporate  Bond Index.
All returns include reinvested dividends.

     The Fund underperformed its benchmark indexes because we misjudged the data
points on inflation and pursued a conservative strategy. As a result, we did not
participate  in much of the capital  appreciation  in the bond market and missed
some of the early  gains in  stocks.  The  Fund's  fixed-income  securities  had
relatively short maturities of 3-5 years.  Yields on shorter maturities remained
competitive  with long bonds, but the long end of the market  appreciated  more.
Equity  performance was also held down by earnings  disappointments  in Wal-Mart
and Crown Cork & Seal.

     On the plus side,  we recognized  early the potential of business  software
provider SAP and the effect of the  outsourcing  boom on EDS (General  Motors E)
and First Data, which helped performance.

THE PORTFOLIO

     Fixed-Income.  As of October 31, the  fixed-income  portion of the Fund was
48.3% of assets, versus 48.8% at the end of October 1994.

- --------------------------------------------------------------------------------
Fixed-Income Holdings              October 31, 1995         October 31, 1994
Cash & Cash Equivalents                   2.8%                     21.2%
Preferred Stock                           3.7%                     20.5%
Convertible Bonds                         1.4%                      0.6%
U.S. Corporate Bonds                     28.7%                      0.3%
Foreign Bonds                             0.8%                      1.0%
Government Bonds                         10.9%                      5.2%
- --------------------------------------------------------------------------------

     Investment  grade  corporate  bonds  remained  the  largest  segment of the
fixed-income portfolio,  with 1.6% in high-yield/high-risk  (junk) bonds and the
remaining  28.5% in  investment  grade bonds.  We increased  the  percentage  of
government  bonds, of which a modest 3.9% are in 30-year  Treasuries.  Long-term
bonds have a slightly  better yield and hold more  potential  for  appreciation.
Adjustable rate preferreds have been eliminated.

     Equities.  The equity  portion of the portfolio was 51.7% of assets at year
end,  versus  51.2% at year-end  1994.  The largest ten  positions  are 26.1% of
assets.

- --------------------------------------------------------------------------------
Ten Largest Holdings               October 31, 1995       October 31, 1994
SAP AG                                   3.7%                    --
Prudential Reinsurance                   3.7%                    --
General Motors E                         3.6%                     1.9%
First Data Corp.                         3.0%                     2.5%
Robert Half International                2.8%                    --
Citicorp                                 2.3%                     1.5%
UNUM                                     2.0%                     2.1%
Kellogg Co.                              1.8%                    --
Roche Holdings                           1.6%                    --
Risk Capital Holdings                    1.6%                    --
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Industries                     October 31, 1995     October 31, 1994
Computer Software and Services                10.9%                 4.0%
Insurance - Multiline                          5.4%                 1.5%
Insurance - Property and Casualty              3.4%                 0.6%
Financial - Bank Money Center                  3.3%                 2.9%
Food Processing                                3.0%              --
- --------------------------------------------------------------------------------

PORTFOLIO THEMES

     Outsourcing.  It is now standard  business  practice to farm out  functions
such as data processing and computer operations to outside specialists.  EDS and
First Data  Corporation  are  outsourcers  that are benefiting  from this trend.
First Data's credit card transaction  volume is growing by 20% annually.  It has
also acquired First Financial  Management,  the largest credit card  transaction
processor for merchants and now dominates the transaction processing market. EDS
currently has $36 billion in data processing  contracts and should originate $10
billion  in  new  contracts  this  year.  Robert  Half  International   provides
accounting temps.

     Stock  Repurchase.   Cash  flow  is  strong  at  many  U.S.   corporations.
Streamlined  operations  and a focus on more  profitable  business  sectors have
produced excess cash. Instead of acquiring less profitable businesses or issuing
dividends,   Citicorp,   defense  contractor   McDonnell   Douglas,   and  paper
manufacturer  Champion  International are repurchasing shares to add shareholder
value.

     Insurance.  The  industry  is  restructuring,   boosting  efficiency,   and
increasing earnings. We own disability provider UNUM, Alexander and Alexander, a
diversified  insurance  broker,  and have  added  reinsurers  Risk  Capital  and
Prudential Reinsurance.

     Banking. Banking has also become more efficient and is focusing on its more
profitable operations.  Citicorp has a strong credit card business as well as an
established  presence in many  emerging  economies.  Klamath  First Bancorp is a
thrift  that  recently  converted  to  public  ownership.  Bank  of New  York is
increasing profitability by expanding its securities processing operations.

THE BALANCED STRATEGY

     In the current  positive  market  environment of low interest rates and low
inflation,  our strategy is to hold our growth stocks,  adding positions when we
see  opportunities  and  trimming or  eliminating  companies  that hit our price
targets.  We believe this strategy will continue to provide solid and consistent
returns, with less volatility than a pure growth fund.

A NEW PORTFOLIO MANAGER IN 1996.

     We are pleased to announce that Blaine Rollins will take over management of
Janus Balanced Fund on January 1, 1996. Blaine is a Chartered Financial Analyst,
and has been an  analyst  at  Janus  since  1990.  He began  his  career  in the
fixed-income  area,  so he  is  proficient  in  both  sectors  of  the  balanced
discipline.

     Thank you for your investment in Janus Balanced Fund.


                   Janus Funds October 31, 1995 Annual Report

                                       7
<PAGE>

JANUS BALANCED FUND                               Portfolio Manager, James Craig

PERFORMANCE OVERVIEW
[line graph]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in  Janus  Balanced  Fund,  the  S&P  500  Index  and the  Lehman  Brother  Long
Government/Corporate  Bond Index.  Janus Balanced Fund is represented by a solid
green line,  the S&P 500 Index is represented by a single dashed black line, and
the Lehman  Brother Long  Government/Corporate  Bond Index is  represented  by a
double dashed dark gray line. The "y" axis reflects the value of the investment.
The "x" axis reflects the computation periods from inception, September 1, 1992,
through October 31, 1995. The upper right quadrant  reflects the ending value of
the hypothetical  investment in Janus Balanced Fund ($14,885) as compared to the
S&P 500 Index  ($16,805) and the Lehman Brother Long  Government/Corporate  Bond
Index ($14,573). There is a legend in the upper left quadrant of the graph which
indicates Janus Balanced Fund's one-year and since inception (September 1, 1992)
average annual total returns as 18.26% and 13.38%, respectively.

Source - Lipper Analytical  Services,  Inc. 1995. All returns reflect reinvested
dividends.
Past performance is not predictive of future performance.  Investment return and
principal value may fluctuate so that shares,  when redeemed,  may be worth more
or less than their original cost.
The  Fund's  portfolio  may  differ  significantly  from the  securities  in the
indexes. The indexes are unmanaged.


                      JANUS BALANCED FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Common Stock - 51.7%
Aerospace and Defense - 2.4%
           7,125   Boeing Co.                                   $        467,578
          15,775   McDonnell Douglas Corp.                             1,289,606
          14,425   United Technologies Corp.                           1,280,219
                                                                       3,037,403
Chemicals - 0.6%
          14,200   Hercules, Inc.                                        757,925
Commercial Services - 2.8%
          94,950   Robert Half International, Inc.*                    3,465,675
Computer Software and Services - 7.2%
          12,400   Adobe Systems, Inc.                                   706,800
          56,620   First Data Corp.                                    3,743,998
          95,950   General Motors Corp. - Class E                      4,521,644
                                                                       8,972,442
Electronics - 2.3%
          19,650   Dionex Corp.                                        1,061,100
          29,525   Pittway Corp. - Class A                             1,767,809
                                                                       2,828,909
Electronics - Semiconductors - 0.7%
          13,750   Texas Instruments, Inc.                               938,437
Entertainment - 0.7%
          16,600   Walt Disney Co. (The)                                 956,575
Financial - Bank Commercial - 3.0%
          11,975   First Bank System, Inc.                               595,756
           4,500   First Interstate Bancorp                              580,500
          33,100   NBD Bancorp, Inc.                                   1,257,800
          22,675   Star Banc Corp.                                     1,255,628
                                                                       3,689,684

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Financial - Bank Money Center - 3.3%
          30,000   Bank of New York Co., Inc.                   $      1,260,000
          43,400   Citicorp                                            2,815,575
                                                                       4,075,575
Financial - Savings/Loan/Thrift - 1.5%
         147,625   Klamath First Bancorp, Inc.*                        1,882,219
Food Processing - 3.0%
          21,700   General Mills, Inc.                                 1,245,038
           6,075   Hershey Foods Corp.                                   362,981
          30,275   Kellogg Co.                                         2,187,369
                                                                       3,795,388
Forest Products and Paper - 1.7%
          15,000   Champion International Corp.                          802,500
          15,325   Georgia-Pacific Corp.                               1,264,313
                                                                       2,066,813
Household Products - 0.5%
          13,250   First Brands Corp.                                    606,187
Insurance - Life - 2.0%
          47,600   UNUM Corp.                                          2,504,950
Insurance - Multiline - 5.4%
          42,425   Alexander & Alexander Services, Inc.                  949,259
          46,500   Allmerica Financial Corp.*                          1,168,313
         223,700   Prudential Reinsurance Holdings, Inc.*              4,557,888
                                                                       6,675,460
Insurance - Property and Casualty - 3.4%
           7,325   ACE, Ltd.                                             249,050
           7,875   General Re Corp.                                    1,140,891
          20,800   Progressive Corp.                                     863,200
          90,000   Risk Capital Holdings, Inc.*,+                      1,980,000
                                                                       4,233,141


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       8
<PAGE>

                      JANUS BALANCED FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Leisure Time - 0.2%
           6,250   Coleman Co., Inc.*                           $        214,062
Machine - Diversified - 0.4%
          11,225   AGCO Corp.                                            502,319
Mining - 2.5%
          34,979   Freeport McMoRan, Inc.                              1,307,346
          33,300   Minerals Technologies, Inc.                         1,327,837
           6,812   Potash Corporation of Saskatchewan, Inc.              474,286
                                                                       3,109,469
Packaging and Containers - 0.9%
          32,250   Crown Cork & Seal Co., Inc.*                        1,124,719
Pharmaceuticals - 2.6%
             275   Roche Holding A.G.                                  1,997,139
          24,050   SmithKline Beecham PLC (ADR) - Class A              1,247,594
                                                                       3,244,733
Publishing - Newspaper - 0.5%
          11,275   Reuters Holdings PLC (ADS)                            625,762
Publishing and Printing - 1.5%
          20,000   Wolters Kluwer N.V.**                               1,820,256
Telecommunications - 0.6%
          10,100   MFS Communications Co., Inc.*                         407,787
          15,925   Paging Network, Inc.*                                 366,275
                                                                         774,062
Transportation - Air - 1.2%
           8,050   AMR Corp.*                                            531,300
          15,075   Delta Air Lines, Inc.                                 989,297
                                                                       1,520,597
Transportation-Railroad - 0.8%
          15,000   Union Pacific Corp.                                   980,625
Total Common Stock (cost $56,429,955)                                 64,403,387
Preferred Stock - 3.7%
          30,240   SAP A.G.** (cost $3,260,349)                        4,638,103
Corporate and Convertible Bonds - 30.1%
Aerospace and Defense - 0.7%
$        900,000   Rockwell International Corp., 7.625%
                   notes, due 2/17/98                                    928,125
Auto and Truck - 2.4%
       3,000,000   General Motors Corp., 7.40%
                   debentures, due 9/1/25                              3,063,750
Captive Finance - Auto - 8.1%
      10,000,000   Ford Motor Credit Corp., 6.25%
                   unsubordinated notes, due 2/26/98                  10,037,500

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Captive Finance - Industrial - 1.7%
$      2,000,000   General Electric Capital Corp., 8.00%
                   notes, due 1/15/98                           $      2,080,000
Computers - 8.1%
      10,000,000   IBM Corp., 6.375%,
                   global notes, due 6/15/00                          10,050,000
Financial Services - 2.4%
       3,000,000   Household International Netherlands B.V.,
                   6.00% senior notes, due 3/15/99                     2,973,750
Insurance - Multiline - 2.5%
       2,430,000   International Lease Finance Corp., 7.50%
                   notes, due 3/1/99                                   2,521,125
         600,000   Leucadia National Corp., 5.25%
                   convertible subordinated debentures,
                   due 2/1/03                                            639,000
                                                                       3,160,125
Leisure Time - 0.9%
       3,610,000   Coleman Worldwide Corp., zero coupon
                   convertible liquid yield option notes,
                   due 5/27/13                                         1,060,438
Oil and Gas - Domestic - 0.3%
         310,000   Texas Eastern Transmission Corp., 10.00%
                   sinking fund debentures, due 10/1/11                  328,987
Pharmaceuticals - 2.2%
       2,660,000   American Home Products Corp., 7.70%
                   notes, due 2/15/00                                  2,796,325
Retail - 0.8%
       1,000,000   Ralphs Grocery Co., 11.00%
                   senior subordinated notes, due 6/15/05                971,250
Total Corporate and Convertible Bonds (cost $37,067,170)              37,450,250
Foreign Bonds - 0.8%
       1,000,000   Kingdom of Sweden, 5.50%
                   debentures, due 12/1/95 (cost $1,000,817)             998,750
U.S. Government Obligations - 10.9%
                  U.S. Treasury Notes:
       5,250,000   6.00%, 10/15/99                                     5,291,895
       3,500,000   5.75%, 10/31/00                                     3,490,235
       4,500,000   6.875%, 8/15/25                                     4,829,850
Total U.S. Government Obligations (cost $13,585,671)                  13,611,980
Total Investments - 97.2% (cost $111,343,962)                        121,102,470
Cash, Receivables and Other Assets, net of Liabilities - 2.8%          3,442,465
Net Assets - 100%                                                   $124,544,935

                       FORWARD FOREIGN CURRENCY CONTRACTS

Open at October 31, 1995

<TABLE>
<CAPTION>
                                                                                     Currency           Currency         Unrealized
Fund                               Currency Sold and Settlement Date               Units Sold        Value in $ U.S.     Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                             <C>               <C>                <C>        
Janus Balanced Fund                Dutch Guilder 12/14/95                           2,000,000         $1,270,567         $  (62,838)
                                   German Deutschemark 12/14/95                     5,625,000          4,004,699           (195,788)
                                                                                                      $5,275,266         $ (258,626)
</TABLE>


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       9
<PAGE>

JANUS ENTERPRISE FUND                           Portfolio Manager, James P. Goff

PERFORMANCE REVIEW

     Low interest  rates and  excellent  corporate  earnings  drove the rally in
financial  assets  during the fiscal year ended  October 31,  1995.  The S&P 500
Index gained  26.44% for the period,  while Janus  Enterprise  Fund  appreciated
15.46%. Both returns include reinvested dividends.

     The  Fund's  performance  this  year  reminds  us of a quote  from  Charles
Dickens:  "It was the best of times,  it was the worst of times."  Although  the
Fund produced solid  returns,  it  under-performed  the Index for the first time
since inception.  Long-term returns remain very strong, however: since it opened
in September  1992,  Janus  Enterprise Fund produced an average annual return of
23.08%, versus 14.43% for the S&P 500 Index.

     The  Fund's  underperformance  this year had  several  causes.  Some we can
correct,  and some we do not want to  correct.  Let's  start with what we do not
want to fix:  namely,  our  investment  approach.  The  portfolio  is focused on
companies with  predictable  earnings over the long term.  Unfortunately,  it is
harder to find these companies in the technology sector,  which has been red hot
for several  years.  The Fund gave up some  performance  by not  investing  more
heavily in technology.  Earnings of many tech companies were terrific,  but they
also remained hard to predict.  Product cycles, and sometimes  corporate cycles,
can still be  disturbingly  short.  As Jim Craig has  pointed  out,  most of the
exciting technology companies from the early 1980s are not with us anymore.

     We are also not interested in the big financial  restructuring stories that
have done well this year. These companies tend to offer short-term returns. They
may help their  bottom  line by cutting  costs,  but  unless  revenue  growth is
substantial, the potential for long-term growth is limited.

     We can do something about our stock selection.  We took a large position in
Exide,  a maker of  industrial  and  automotive  batteries  that  has  excellent
management and was chewing up the competition,  here and in Europe.  However, an
earnings disappointment that was largely due to a record warm winter in the U.S.
and Europe knocked Exide's stock down. We do not normally consider the weather a
factor  in our  earnings  analysis,  but  this  year it  killed  us.  Exide  was
responsible for  approximately  half the difference  between our performance and
that of the S&P 500 Index. We tried to throw too deep and our timing was bad.

     We trimmed the positions in Exide and APS  Holdings,  which has also been a
lackluster  performer this year, but we increased Paging Network after the stock
weakened,  and it has  performed  very well.  Diverse  holdings  such as lodging
company HFS, British pub chain J.D. Wetherspoon, outsourcer Medaphis, and animal
supplies retailer Petco also contributed to performance.  This eclectic group is
representative of our stock-by-stock investment approach.

PORTFOLIO COMPOSITION

     As of year end, the  portfolio  was 99% invested in equities,  versus 90.7%
when the year began,  which reflects the many excellent  individual ideas we are
finding  in the  current  market.  Foreign  securities  accounted  for  7.4%  of
holdings,  down from 15.5% at the end of October 1994, and are  predominantly in
Europe. The ten largest positions were 52.4% of assets.

- --------------------------------------------------------------------------------
Ten Largest Holdings                    October 31, 1995    October 31, 1994
Paging Network Inc.                            8.1%               4.6%
HFS, Inc.                                      7.3%               --
R.P. Scherer Corp.                             6.3%               3.5%
Minerals Technologies                          5.0%               2.8%
Insignia Financial Group                       4.7%               4.5%
Medaphis Corp.                                 4.5%               --
APS Holdings Corp.                             4.5%               7.0%
First Data Corp.                               4.4%               --
Exide Corp.                                    3.9%              14.5%
J.D. Wetherspoon                               3.7%               1.4%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Industries                     October 31, 1995    October 31, 1994
Telecommunications                            11.8%                13.5%
Pharmaceuticals                                9.7%                 5.8%
Retail                                         8.9%                 4.5%
Auto Parts - Replacement                       8.3%                22.7%
Commercial Services                            7.3%                 0.7%
- --------------------------------------------------------------------------------

PORTFOLIO THEMES

     Wireless Communications.  Paging Network, Arch Communications,  and Commnet
Cellular  are  service  providers  that  are  experiencing  a  strong  cycle  of
subscriber growth.

     Pharmaceuticals. Innovations in drug delivery systems make R.P. Scherer and
TheraTech very well positioned to supply a robust pharmaceutical industry.

     Retailers.  Autozone (auto parts), J.D. Wetherspoon,  Lone Star Steakhouse,
General Nutrition  Centers,  and Petco are fast growing companies in specialized
markets.

     Niche Manufacturers.  Exide and Littelfuse (electrical fuses), APS Holdings
(auto parts),  Sealed Air (packaging),  and Minerals Technology (paper additive)
either dominate a niche market or have very competitive market franchises.

     Outsourcing.  The most cost-effective  means of handling complex operations
such as data  processing and other computer  functions is often through  outside
specialists. First Data has just acquired competitor First Financial Management,
and is now the largest  processor of credit card transactions for both banks and
merchants. Medaphis handles accounting and billing functions for physicians.

     Financial  Services.  Consumer  loan  demand  remains  strong,  and  Credit
Acceptance  (nonstandard auto loans), and World Acceptance (diversified consumer
lending)  are  benefiting.  Insignia  Financial  is the largest  manager of real
estate and real estate partnerships in the U.S.

PORTFOLIO STRATEGY

     Because the Fund's portfolio is concentrated,  performance can sometimes be
streaky.  We analyze a wide range of ideas to find those that can grow  earnings
at a  high  rate  for  a  long  period  of  time,  regardless  of  the  economic
environment.  Finding these  companies is a difficult task, but that remains our
objective and we are enthusiastic  about the prospects of the companies the Fund
holds.

     We appreciate your investment in Janus Enterprise Fund.


                   Janus Funds October 31, 1995 Annual Report

                                       10
<PAGE>

JANUS ENTERPRISE FUND                           Portfolio Manager, James P. Goff

PERFORMANCE OVERVIEW
[line graph]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in  Janus  Enterprise  Fund  and the S&P 500  Index.  Janus  Enterprise  Fund is
represented  by a solid  green  line and the S&P 500 Index is  represented  by a
single dashed black line. The "y" axis reflects the value of the investment. The
"x" axis reflects the  computation  periods from  inception,  September 1, 1992,
through October 31, 1995. The upper right quadrant  reflects the ending value of
the  hypothetical  investment in Janus  Enterprise Fund ($19,304) as compared to
the S&P 500 Index ($14,903). There is a legend in the upper left quadrant of the
graph which  indicates  Janus  Enterprise  Fund's  one-year and since  inception
(September  1,  1992)  average  annual  total  returns  as  15.46%  and  23.08%,
respectively.

Source - Lipper Analytical  Services,  Inc. 1995. All returns reflect reinvested
dividends.
Past performance is not predictive of future performance.  Investment return and
principal value may fluctuate so that shares,  when redeemed,  may be worth more
or less than their original cost.
The  Fund's  portfolio  may  differ  significantly  from the  securities  in the
indexes. The index is unmanaged.



                     JANUS ENTERPRISE FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Common Stock - 97.4%
Advertising - 0.8%
         198,500   Katz Media Group, Inc.*                      $      3,573,000
Auto Parts-Replacement - 8.3%
       1,000,000   APS Holding Corp. - Class A*,#                     20,500,000
         405,555   Exide Corp.#                                       17,793,726
                                                                      38,293,726
Commercial Services - 7.3%
         270,375   CUC International, Inc.*                            9,361,734
          83,683   Loewen Group, Inc.                                  3,351,245
         650,000   Medaphis Corp.*                                    20,637,500
                                                                      33,350,479
Computer Software and Services - 6.7%
         650,500   Black Box Corp.*                                   10,570,625
         308,050   First Data Corp.                                   20,369,806
                                                                      30,940,431
Financial Services - 2.6%
          88,000   Credit Acceptance Corp.*                            2,068,000
         750,000   World Acceptance Corp.*                             9,750,000
                                                                      11,818,000
Holding Companies - Diversified - 1.1%
         182,012   Kinnevik A.B. - Class B**                           5,051,699
Insurance - Life - 0.9%
         150,000   Protective Life Corp.                               4,275,000
Insurance - Property and Casualty - 2.7%
         300,000   Progressive Corp.                                  12,450,000
Lodging - 7.3%
         550,000   HFS, Inc.*                                         33,687,500
Medical - Hospital Management Services - 1.1%
         198,525   HealthSouth Corp.*                                  5,186,466

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Medical Supplies - 2.3%
          38,125   Gulf South Medical Supply, Inc.*             $        791,094
         271,850   Omnicare, Inc.                                      9,854,563
                                                                      10,645,657
Mining - 5.0%
         572,600   Minerals Technologies, Inc.                        22,832,425
Miscellaneous - Distribution and Wholesaler - 0.9%
          77,500   Cardinal Health, Inc.                               3,981,563
Miscellaneous - Manufacturing - 3.4%
         900,000   Trigen Energy Corp.#                               15,750,000
Packaging and Containers - 1.7%
         299,950   Sealed Air Corp.*                                   7,911,181
Pharmaceuticals - 9.7%
         650,000   R.P. Scherer Corp.*                                28,925,000
          59,250   Teva Pharmaceutical Industries, Ltd. (ADR)          2,325,563
         700,000   TheraTech, Inc.*,#                                 13,125,000
                                                                      44,375,563
Real Estate - 4.7%
         800,000   Insignia Financial Group, Inc. - Class A*,#        21,600,000
Restaurants and Food Services - 6.0%
         116,125   Lone Star Steakhouse & Saloon, Inc.*                4,485,328
         156,700   Papa John's International, Inc.*                    6,032,950
       1,700,000   Wetherspoon (J.D.) PLC**                           17,115,234
                                                                      27,633,512
Retail - Special Line - 8.9%
         355,025   AutoZone, Inc.*                                     8,786,869
         600,000   General Nutrition Companies, Inc.*                 14,925,000
         143,025   Global DirectMail Corp.*                            3,897,431
          58,675   Hollywood Entertainment Corp.*                      1,569,556
         409,175   Petco Animal Supplies, Inc.*,#                     11,456,900
                                                                      40,635,756


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       11
<PAGE>

                     JANUS ENTERPRISE FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Telecommunications - 11.8%
         460,425   Arch Communications Group, Inc.*             $     12,489,028
         181,825   CommNet Cellular, Inc.*                             4,568,353
       1,619,075   Paging Network, Inc.*                              37,238,724
                                                                      54,296,105
Tobacco - 1.8%
         881,000   PT Hanjaya Mandala Sampoerna*                       8,150,221
Transportation-Railroad - 2.4%
         181,925   Wisconsin Central Transportation Corp.*            10,960,981
Total Common Stock (cost $367,877,536)                               447,399,265

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Warrants - 1.6%
         296,050   Littelfuse, Inc. - exp. 12/27/01*            $      7,512,269
                   (cost $4,357,861)
Short Term Corporate Note - 1.8%
                  Household Finance Corp.
$      8,200,000   5.82%, 11/1/95                                      8,200,000
                     (amortized cost $8,200,000)
Total Investments - 100.8% (total cost $380,435,397)                 463,111,534
Liabilities, net of Cash, Receivables and Other Assets - (0.8%)      (3,741,796)
Net Assets - 100%                                                   $459,369,738


                       FORWARD FOREIGN CURRENCY CONTRACTS

Open at October 31, 1995

<TABLE>
<CAPTION>
                                                                                  Currency             Currency          Unrealized
Fund                               Currency Sold and Settlement Date            Units Sold       Value in $ U.S.         Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                          <C>                  <C>                 <C>       
Janus Enterprise Fund              British Pound 1/11/96                          1,923,000          $3,034,494          $    1,731
                                   British Pound 1/24/96                          2,673,600           4,218,139              54,809
                                   British Pound 2/8/96                             281,000             443,165               4,327
                                   Swedish Krona 11/9/95                         10,012,000           1,509,923            (103,645)
                                   Swedish Krona 1/25/96                          5,200,000             779,821             (77,687)
                                   Swedish Krona 2/8/96                           8,365,000           1,253,146            (111,099)
                                                                                                     $11,238,688         $ (231,564)
</TABLE>


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       12
<PAGE>

JANUS GROWTH AND INCOME FUND                Portfolio Manager, Thomas F. Marsico

PERFORMANCE REVIEW

     The U.S. financial markets rallied during the fiscal year ended October 31,
1995. The economic  environment  remains very supportive for growth stocks, with
economic growth at moderate levels, and inflation and interest rates low.

     Janus Growth and Income Fund returned 24.20% for the  twelve-month  period,
while  the  S&P  500  Index  gained  26.44%.  Both  returns  include  reinvested
dividends. The Fund's total return ranked 71st out of 408 funds (top 17%) in the
Growth and Income category of Lipper Analytical Services,  Inc., the mutual fund
rating company.(1)

     Much of the Fund's underperformance for the period occurred in the last two
months of 1994.  In 1995  (January-October),  Janus Growth and Income Fund had a
total  return of  31.03%  versus  29.30%  for the S&P 500  Index.  Late in 1994,
however,  some of our positions,  such as Motorola,  Astra, and Federal National
Mortgage  Association  did not  appreciate in line with the market,  but instead
caught  up  later  in  the  year.   Health   care   stocks,   especially   HMOs,
underperformed,   and  we  had  several  earnings   disappointments,   including
home-improvement  chain Lowes,  packaging  manufacturer  Crown Cork & Seal,  and
casino-owner Circus Circus.

     Janus Growth and Income Fund has a relatively aggressive portfolio,  with a
high proportion of faster-growing technology and telecommunications stocks, such
as Texas  Instruments,  LSI  Logic,  and  Nokia.  The Fund also  holds  dominant
multinationals,  e.g.,  Citicorp and SAP, and outsourcers EDS (General Motors E)
and First Data. These stocks performed well, as did  pharmaceuticals  Pfizer and
Roche.  Our patience with financial  stocks early in the year was also rewarded.
First   Interstate   Bancorp  and  Chemical  Banking  are  now  benefiting  from
consolidating operations internally,  through new efficiencies,  and externally,
through acquisitions.

     Our dividend stocks have also performed. Shell Transport hit fair valuation
and was sold,  but we still own American  Express DECS,  which give us a call on
First Data common stock,  as well as Imperial  Oil,  Pacific  Telesis,  Browning
Ferris, and Diebold.

PORTFOLIO COMPOSITION

     As of year end, the portfolio was 94% invested in stocks, versus 91.3% when
the year  began.  Our  substantial  commitment  indicates  the  many  individual
opportunities  we are finding in the current  market.  The percentage of foreign
stocks was unchanged, at 9.2% of assets, and were still mostly European. The ten
largest  holdings  were  33.7% of assets at year  end.  Stocks in the  portfolio
numbered 53.
- --------------------------------------------------------------------------------
Ten Largest Holdings                    October 31, 1995    October 31, 1994
American Express DECS                          5.2%              5.4%
Sun Microsystems                               5.0%              --
Pfizer                                         3.6%              3.3%
McDonnell Douglas                              3.0%              --
Citicorp                                       3.0%              3.5%
Merrill Lynch                                  2.9%              2.6%
Chemical Banking                               2.9%              --
Amgen                                          2.7%              --
LSI Logic Corp.                                2.7%              --
Federal National Mtg. Assoc                    2.7%              3.1%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Industries                     October 31, 1995    October 31, 1994
Pharmaceuticals/Biopharmaceuticals            13.2%              4.5%
Electronics - Semiconductors                   8.4%              --
Computers                                      7.6%              6.9%
Financial - Bank Money Center                  5.9%              4.1%
Computer - Software and Services               4.4%              1.1%
- --------------------------------------------------------------------------------

PORTFOLIO THEMES

     Multinationals. Large multinational companies have an excellent competitive
position in increasingly integrated global markets. Coca-Cola, Pfizer, Citicorp,
Merrill Lynch,  SAP, and Roche each essentially owns a global franchise  because
many of their products have brand name recognition internationally.

     Technology.  Though  technology was selectively  trimmed near year end, the
sector continues to create powerful new products (Windows 95 and Pentium are two
recent  examples) with exciting new  applications  (such as the  Internet).  Sun
Microsystems,  a  recent  addition,  is the  preferred  provider  of  commercial
equipment for the Internet.  SAP owns and markets integrated  business software,
and  Texas  Instruments  is  developing  a  new  video  display  technology  for
television  that has the  potential to redefine a  technology  that is basically
unchanged since the 1950s.

     Outsourcing.  Outside  specialists,  especially in computer  operations and
data processing,  are increasingly  cost-effective.  Data processor EDS (General
Motors E) is being spun off by General Motors.  First Data has recently acquired
competitor  First  Financial  Management,  and is now the  largest  credit  card
transaction processor for both banks and merchants.

     Pharmaceuticals.  In the U.S.,  Pfizer,  Amgen,  and Merck,  and in Europe,
Astra and Roche all have products on the market or in development  with enormous
international  potential.  New therapies are being  developed for  osteoporosis,
Alzheimer's, and diabetes.

     Financial Services.  Merrill Lynch,  Citicorp, and Chemical Banking are all
benefiting  from  more  efficient  operations  and  fast-growing   international
markets.  Federal  National  Mortgage  Association has a secure franchise in the
domestic mortgage market for low-cost housing.

     Stock  Repurchase.  Companies  that wish to enhance  shareholder  value are
repurchasing  stock.  Share repurchase often indicates that a company intends to
focus on what it does best,  i.e.,  its most  profitable  operations.  Citicorp,
Merrill Lynch, Sun Microsystems, PepsiCo, Chemical Banking, and chemical company
Hercules have significant stock repurchase programs.

CURRENT STRATEGY

     Janus Growth and Income Fund remains  poised to benefit from the  excellent
climate for growth stocks.  We also continue to find  opportunities in companies
that combine exciting earnings growth with a significant income component.

     Thank you for your investment in Janus Growth and Income Fund.

- ----------------------------
(1)  Lipper  Analytical  Services,  Inc. defines a Growth and Income Fund as one
     "which combines a growth of earnings  orientation and an income requirement
     for level and/or rising  dividends."  The ranking is based on total return,
     including  reinvestment  of  dividends  and  capital  gains for the  stated
     period. Past performance is not predictive of future results.


                   Janus Funds October 31, 1995 Annual Report

                                       13
<PAGE>

JANUS GROWTH AND INCOME FUND                Portfolio Manager, Thomas F. Marsico

PERFORMANCE OVERVIEW
[line graph]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in Janus  Growth and Income Fund and the S&P 500 Index.  Janus Growth and Income
Fund is  represented  by a solid green line and the S&P 500 Index is represented
by a  single  dashed  black  line.  The  "y"  axis  reflects  the  value  of the
investment.  The "x" axis reflects the computation  periods from inception,  May
15, 1991, through October 31, 1995. The upper right quadrant reflects the ending
value of the  hypothetical  investment in Janus Growth and Income Fund ($19,214)
as compared to the S&P 500 Index ($17,905).  There is a legend in the upper left
quadrant of the graph which  indicates  Janus Growth and Income Fund's  one-year
and since  inception  (May 15, 1991) average  annual total returns as 24.20% and
15.78%, respectively.

Source - Lipper Analytical  Services,  Inc. 1995. All returns reflect reinvested
dividends.
Past performance is not predictive of future performance.  Investment return and
principal value may fluctuate so that shares,  when redeemed,  may be worth more
or less than their original cost.
The Fund's portfolio may differ  significantly from the securities in the index.
The index is unmanaged.



                 JANUS GROWTH AND INCOME FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Common Stock - 86.5%
Aerospace and Defense - 3.2%
          17,875   Lockheed Martin Corp.                        $      1,217,734
         215,000   McDonnell Douglas Corp.                            17,576,250
                                                                      18,793,984
Auto Parts-Replacement - 0.5%
          66,750   Exide Corp.                                         2,928,656
Beverages - 4.3%
         200,000   Coca-Cola Co.                                      14,375,000
         200,000   PepsiCo, Inc.                                      10,550,000
                                                                      24,925,000
Biopharmaceuticals - 2.7%
         333,300   Amgen, Inc.*                                       15,998,400
Chemicals - 0.9%
         100,000   Hercules, Inc.                                      5,337,500
Computer Software and Services - 2.1%
          70,400   Intuit, Inc.*                                       5,068,800
          83,950   Netscape Communications Corp.*                      7,387,600
                                                                      12,456,400
Computers - 7.6%
         265,000   Compaq Computer Corp.*                             14,773,750
         375,000   Sun Microsystems, Inc.*                            29,250,000
                                                                      44,023,750
Electronics - 2.9%
         216,375   Altera Corp.*                                      13,090,688
          68,250   Diebold, Inc.                                       3,617,250
                                                                      16,707,938

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Electronics - Semiconductors - 8.4%
         127,500   Etec Systems, Inc.*                          $      1,402,500
         100,000   Intel Corp.                                         6,987,500
         339,375   LSI Logic Corp.*                                   15,993,047
         444,375   National Semiconductor Corp.*                      10,831,641
         200,000   Texas Instruments, Inc.                            13,650,000
                                                                      48,864,688
Entertainment - 2.6%
         258,250   Walt Disney Co. (The)                              14,881,656
Financial - Bank Commercial - 4.6%
         230,450   First Bank System, Inc.                            11,464,888
          70,000   First Interstate Bancorp                            9,030,000
          29,200   Wells Fargo & Co.                                   6,135,650
                                                                      26,630,538
Financial - Bank Money Center - 5.9%
         295,750   Chemical Banking Corp.                             16,820,781
         269,000   Citicorp                                           17,451,375
                                                                      34,272,156
Financial - Security Broker - 2.9%
         307,000   Merrill Lynch and Co., Inc.                        17,038,500
Financial Services - 3.1%
          37,475   Federal Home Loan Mortgage Corp.                    2,595,144
         148,350   Federal National Mortgage Association              15,558,206
                                                                      18,153,350
Forest Products and Paper - 1.4%
          50,000   Champion International Corp.                        2,675,000
          94,775   Willamette Industries, Inc.                         5,496,950
                                                                       8,171,950


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       14
<PAGE>

                 JANUS GROWTH AND INCOME FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Lodging - 2.4%
         225,000   HFS, Inc.*                                   $     13,781,250
Machine - Diversified - 0.7%
         122,900   Harnischfeger Industries, Inc.                      3,871,350
Metals - Diversified - 0.8%
          76,800   Phelps Dodge Corp.                                  4,867,200
Oil and Gas - Domestic - 1.2%
         193,800   Imperial Oil, Ltd.                                  7,073,700
Pharmaceuticals - 10.5%
         261,688   Astra A.B. - Class A                                9,631,476
         266,425   Merck & Co., Inc.                                  15,319,438
         369,050   Pfizer, Inc.                                       21,174,244
           2,100   Roche Holding A.G.**                               15,250,880
                                                                      61,376,038
Restaurants and Food Services - 5.2%
         360,000   Boston Chicken, Inc.*                              12,172,500
         345,000   Lone Star Steakhouse & Saloon, Inc.*               13,325,625
          50,000   McDonald's Corp.                                    2,050,000
          75,000   Papa John's International, Inc.*                    2,887,500
                                                                      30,435,625
Retail - Apparel - 3.3%
         268,900   Fila Holdings S.p.A. (ADR)                         11,596,313
         470,000   Intimate Brands, Inc.*                              7,872,500
                                                                      19,468,813
Retail - Special Line - 0.9%
         195,000   Hollywood Entertainment Corp.*                      5,216,250
Telecommunications - 0.2%
          60,000   Paging Network, Inc.*                               1,380,000
Telecommunications - Equipment - 2.2%
         135,400   U.S. Robotics Corp.*                               12,524,500
Transportation - Air - 4.1%
         200,000   AMR Corp.*                                         13,200,000
          61,000   UAL Corp.*                                         10,728,375
                                                                      23,928,375
Utilities - Telecommunications - 1.9%
         362,350   Pacific Telesis Group                              11,006,380
Total Common Stock (cost $437,268,263)                               504,113,947

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Preferred Stock - 7.5%
Computer Software and Services - 2.3%
          13,000   SAP A.G.**                                   $      1,993,893
         225,000   SAP A.G. (ADR)#,+,**                               11,390,625
                                                                      13,384,518
Financial Services - 5.2%
         552,500   American Express Co. Exchange Notes, 6.25%
                   (Debt Exchangeable for Common Stock)               30,318,438
Total Preferred Stock (cost $30,382,832)                              43,702,956
Corporate and Convertible Bonds - 5.3%
Auto Parts - Original - 1.1%
$      6,500,000   Magna International, Inc., 5.00%
                   convertible subordinated debentures,
                   due 10/15/02                                        6,621,875
Homebuilders - 1.9%
       6,500,000   M.D.C. Holdings, Inc., 11.125%
                   senior notes, due 12/15/03                          6,077,500
       5,000,000   M.D.C. Holdings, Inc., 8.75%
                   convertible subordinated notes,
                   due 12/15/05                                        4,975,000
                                                                      11,052,500
Retail - Apparel - 2.3%
      15,000,000   Sandoz Capital, Ltd., 2.00%
                   bank guaranteed notes, due 10/6/02+                13,275,000
Total Corporate and Convertible Bonds (cost $29,352,663)              30,949,375
Short-Term Corporate Note - 0.5%
       2,800,000   Household Finance Corp.
                   5.82%, 11/1/95                                      2,800,000
                   (amortized cost $2,800,000)
Total Investments - 99.8% (total cost $499,803,758)                  581,566,278
Cash, Receivables and Other Assets, net of Liabilities - 0.2%          1,396,782
Net Assets - 100%                                                   $582,963,060




                       FORWARD FOREIGN CURRENCY CONTRACTS

Open at October 31, 1995

<TABLE>
<CAPTION>
                                                                                         Currency         Currency       Unrealized
Fund                                    Currency Sold and Settlement Date              Units Sold   Value in $ U.S.      Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                            <C>             <C>              <C>        
Janus Growth and Income Fund            German Deutschemark 11/17/95                    1,560,000       $1,109,058       $  (22,967)
                                        German Deutschemark 4/11/96                     2,400,000        1,718,336          (21,743)
                                        Swiss Franc 11/17/95                            5,076,028        4,478,585         (217,241)
                                        Swiss Franc 11/20/95                            4,449,224        3,926,941         (168,206)
                                        Swiss Franc 2/20/96                             5,256,100        4,685,416         (344,761)
                                        Swiss Franc 4/11/96                             1,000,000          896,057          (17,477)
                                                                                                       $16,814,393       $ (792,395)
</TABLE>


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       15
<PAGE>

JANUS MERCURY FUND                          Portfolio Manager, Warren B. Lammert

PERFORMANCE REVIEW

     The sharp  decline in interest  rates during our fiscal year ended  October
31, 1995 is largely  responsible  for the robust  performance  of the  financial
markets. Yield on the benchmark 30-year Treasury Bond has dropped from a high of
8.15% in early  November  1994 to 6.33% on October 31,  1995.  The S&P 500 Index
gained  26.44% for the  period and  registered  new highs  along the way.  Janus
Mercury Fund produced very solid gains as well, up 25.53%.  Both returns include
reinvested dividends.

     Janus Mercury Fund has the  flexibility  to invest in a wide range of small
and large domestic and overseas  stocks.  Individual  stock picks  determine our
fate.  However,  over the last twelve  months the broad  universe of  securities
represented in the portfolio proved a slight  restraint on performance.  Most of
the action was in larger U.S.  stocks,  as  detailed in "Our  Message to You" on
page 1.

     Still, we believe our flexible approach provides better  opportunities over
the long  term.  Since its  inception  in May 1993,  Janus  Mercury  Fund has an
average annual total return of 25.73% versus 14.93% for the S&P 500 Index.

     Performance  was helped by our attention to interest rate movement  earlier
in the year. We began the year positioned  cautiously,  but after the divergence
between  stock and bond prices was  resolved in November  1994,  and bond prices
began to improve,  we invested quickly.  We also focused on technology.  In 1994
technology  was the place to be, but it was merely a warm-up for 1995.  We chose
very good individual companies,  such as SAP, LSI Logic, Analog Devices, and Sun
Microsystems,  in  semiconductors  and  software.  In  retrospect,  some  of our
valuation  models  proved too  conservative,  which  caused us to sell  selected
holdings early.

     Finally,  a diverse  group of  individual  stocks,  in  particular  lodging
company HFS, have contributed to performance.

COMPOSITION OF THE PORTFOLIO

     The Fund ended the year 87.4% invested in equities,  up from 68.6% when the
year began.  The current rate of  investment  is  indicative  of our  continuing
confidence  in  the  U.S.  and  European  markets.   Foreign  holdings  made  up
approximately  22.6% of the portfolio,  with 17.4% of assets invested in Europe.
The ten largest positions accounted for 27.9% of assets.
- --------------------------------------------------------------------------------
Ten Largest Holdings                    October 31, 1995    October 31, 1994
SAP AG                                         4.3%                 4.1%
HFS Inc.                                       3.7%                 --
Crown Cork & Seal                              2.7%                 --
Chase Manhattan                                2.6%                 --
Sun Microsystems                               2.6%                 --
Amgen Inc.                                     2.6%                 --
Analog Devices Inc.                            2.4%                 --
Nokia                                          2.4%                 6.8%
Kinnevik                                       2.3%                 4.5%
First Data Corp.                               2.3%                 --
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Industries                     October 31, 1995     October 31, 1994
Computer Software and Services                12.6%                 4.3%
Pharmaceuticals                                6.5%                 8.5%
Telecommunications Equipment                   6.1%                 --
Electronics                                    5.8%                 2.6%
Telecommunications                             4.7%                 6.1%
- --------------------------------------------------------------------------------

PORTFOLIO THEMES

     Technology.  Semiconductors and computer-related stocks continue to benefit
from dramatic  advances in the speed and power of new  products.  Windows 95 and
Pentium are but two recent  examples.  New applications - such as the Internet -
have also exploded.  Sun Microsystems is the preferred  product provider for the
Internet. Semiconductor manufacturers LSI Logic and Analog Devices, and software
developers Altera, Macromedia, and PeopleSoft have new products and applications
that are used in everything from large  commercial  networks to video games. SAP
remains the dominant provider of client-server business software.

     Telecommunications.  Advances in  technology  have  expanded  global demand
exponentially. Telecom companies can be divided into equipment manufacturers and
service providers.  Nokia makes cellular phones and equipment. U.S. Robotics and
Ascend Communications supply high-speed  communications products that facilitate
access to outside  networks,  such as the Internet.  Service  companies  include
Paging Network,  AirTouch, and Arch Communications in the U.S., and Millicom and
Swedish conglomerate Kinnevik in Europe. Kinnevik, which has underperformed this
year, intends to divide into four divisions. Like many conglomerates, Kinnevik's
parts are worth more than the whole.

     Pharmaceutical  Companies.  The  pipelines  of drug  manufacturers  contain
products with enormous global applications.  During the last half of the year we
sold our European holdings,  Astra and Roche, as they approached full valuation,
and increased U.S. holdings in Amgen, Pfizer, Warner-Lambert, and Eli Lilly.

     Financial  Services.  Financial  stocks  are not only  benefiting  from low
interest rates but are increasing  productivity,  streamlining  operations,  and
focusing on their more  profitable  business  operations.  Their  discipline has
improved  the  quality of  earnings  substantially.  Chase  Manhattan  and First
Interstate  are  participating  in the  current  round of  consolidation  in the
banking industry.  Citicorp, Merrill Lynch, and Chase are also buying back stock
in significant quantities.

GOING FORWARD

     The prevailing environment for stocks remains extremely positive.  Economic
growth is moderate,  inflation is tame, and interest rates have continued lower.
Given the current low level of interest rates,  stock market  valuations  appear
reasonable and we are finding many good individual opportunities.

     Thank your for your investment in Janus Mercury Fund.


                   Janus Funds October 31, 1995 Annual Report

                                       16
<PAGE>

JANUS MERCURY FUND                          Portfolio Manager, Warren B. Lammert

PERFORMANCE OVERVIEW
[line graph]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in Janus Mercury Fund and the S&P 500 Index.  Janus Mercury Fund is  represented
by a solid green line and the S&P 500 Index is  represented  by a single  dashed
black line.  The "y" axis  reflects  the value of the  investment.  The "x" axis
reflects the computation  periods from inception,  May 3, 1993,  through October
31, 1995. The upper right quadrant reflects the ending value of the hypothetical
investment  in Janus  Mercury  Fund  ($17,724)  as compared to the S&P 500 Index
($14,153).  There is a legend  in the upper  left  quadrant  of the graph  which
indicates  Janus  Mercury  Fund's  one-year  and since  inception  (May 3, 1993)
average annual total returns as 25.53% and 25.73%, respectively.

Source - Lipper Analytical  Services,  Inc. 1995. All returns reflect reinvested
dividends.
Past performance is not predictive of future performance.  Investment return and
principal value may fluctuate so that shares,  when redeemed,  may be worth more
or less than their original cost.
The Fund's portfolio may differ  significantly from the securities in the index.
The index is unmanaged.


                       JANUS MERCURY FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Common Stock - 83.2%
Auto Parts - Replacement - 0.2%
         149,325   APS Holding Corp. - Class A*                 $      3,061,162
Biopharmaceuticals - 2.6%
         814,600   Amgen, Inc.*                                       39,100,800
Broadcasting, Radio and Television - 0.4%
         260,100   Central European Media Enterprises, Ltd.#           5,982,300
Chemicals - 0.4%
          40,250   IMC Global, Inc.                                    2,817,500
         226,250   Schulman (A.), Inc.                                 4,242,188
                                                                       7,059,688
Commercial Services - 1.4%
         373,075   CUC International, Inc.*                           12,917,722
         109,675   Olsten Corp.                                        4,222,488
         104,917   Securitas A.B. - Class B**                          4,067,225
                                                                      21,207,435
Computer Software and Services - 8.5%
         161,500   Broderbund Software, Inc.                          11,204,062
         244,925   CIBER, Inc.*,#                                      5,235,272
         336,775   Computer Associates International, Inc.            18,522,625
          47,125   Computer Horizons Corp.*                            1,225,250
         522,900   First Data Corp.                                   34,576,762
         154,675   General Motors Corp. - Class E                      7,289,059
         204,275   Keane, Inc.*                                        5,515,425
             344   NTT Data Communications Systems Corp.**             8,632,033
         296,600   PeopleSoft, Inc.*                                  25,507,600
         305,200   Platinum Software Corp.*                            2,021,950
         241,500   Softkey International, Inc.*                        7,607,250
         123,850   Systemsoft Corp.*                                   1,780,344
                                                                     129,117,632

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Computers - 3.3%
          30,000   Boca Research, Inc.*                         $        757,500
         399,750   Comverse Technology, Inc.*                          9,094,313
         513,350   Sun Microsystems, Inc.*                            40,041,300
                                                                      49,893,113
Electronics - 5.8%
         221,625   Altera Corp.*                                      13,408,313
         128,125   ITI Technologies, Inc.*                             3,235,156
         360,050   Itron, Inc.*                                       10,441,450
          89,000   Kyocera Corp.*,**                                   7,310,527
         507,050   Macromedia, Inc.*                                  18,760,850
         166,325   Nokia Corp. (ADR) - Class A**                       9,272,619
         346,550   Pittway Corp. - Class A                            20,749,681
          73,200   StrataCom, Inc.*                                    4,501,800
                                                                      87,680,396
Electronics - Semiconductors - 4.2%
       1,003,325   Analog Devices, Inc.*                              36,245,134
         115,475   Cyrix Corp.*                                        3,695,200
         417,850   LSI Logic Corp.*                                   19,691,181
         202,675   VLSI Technology, Inc.*                              4,762,862
                                                                      64,394,377
Engineering and Construction - 1.1%
          26,057   Metra Oy - A**                                      1,142,178
         363,013   Metra Oy - B**                                     15,741,143
                                                                      16,883,321
Entertainment - 0.4%
         285,971   Thorn EMI PLC**                                     6,657,623
Environmental Control - 0.2%
          71,600   United Waste Systems, Inc.*                         2,828,200


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       17
<PAGE>

                       JANUS MERCURY FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Financial - Bank Commercial - 1.9%
         168,350   Banco Industrial Colombiano (ADR)            $      2,293,769
         203,625   First Interstate Bancorp                           26,267,625
                                                                      28,561,394
Financial - Bank Money Center - 3.6%
         705,875   Chase Manhattan Corp.                              40,234,875
         215,925   Citicorp                                           14,008,134
                                                                      54,243,009
Financial - Security Broker - 0.7%
         198,750   Merrill Lynch and Co., Inc.                        11,030,625
Financial Services - 0.5%
       1,962,375   Grupo Financiero Inbursa S.A. - Class C*            5,364,566
         124,675   North American Mortage Co.                          2,571,422
                                                                       7,935,988
Food Processing - 2.2%
         257,585   Cultor OY - Series I**                             10,562,484
         269,469   Cultor OY - Series II**                            11,176,807
         388,083   Huhtamaki Group - Series I**                       11,523,686
                                                                      33,262,977
Forest Products and Paper - 4.4%
         436,150   Bowater, Inc.                                      19,299,638
         757,875   James River Corp.                                  24,346,734
         207,044   Mo Och Domsjo A.B.**                               10,555,980
          39,180   Munksjo A.B.**                                        283,678
       9,398,171   Rottneros Bruks A.B.*,#,**                         12,475,135
                                                                      66,961,165
Furniture and Home Appliances - 0.6%
         152,175   Industrie Natuzzi S.p.A. (ADR)                      6,087,000
         145,450   Singer Company N.V. (The)                           3,418,075
                                                                       9,505,075
Holding Company - Diversified - 2.3%
       1,269,344   Kinnevik A.B. - Class B**                          35,230,306
Insurance - Life - 2.8%
         234,450   Healthsource, Inc.*                                12,425,850
         582,375   UNUM Corp.                                         30,647,484
                                                                      43,073,334
Insurance - Property and Casualty - 0.3%
          95,625   Progressive Corp.                                   3,968,438
Iron and Steel - 0.2%
         281,552   SSAB Svenskt Stal A.B. - Class A**                  2,824,226
Leisure Time - 0.4%
         178,000   Coleman Co., Inc.*                                  6,096,500
Lodging - 3.9%
         926,375   HFS, Inc.*                                         56,740,469
         123,325   La Quinta Inns, Inc.                                3,175,619
                                                                      59,916,088
Machine - Diversified - 1.4%
         422,350   American Standard Companies, Inc.*                 11,297,863
          66,762   IRO A.B.+,**                                          815,706
          25,509   Sidel S.A.**                                        8,876,241
                                                                      20,989,810
Medical - Hospital Management Services - 1.5%
          25,000   Laser Vision Centers, Inc.*                           378,125
         301,725   PacifiCare Health Systems, Inc. - Class B*         21,950,494
                                                                      22,328,619

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Medical Supplies - 2.3%
          86,000   Corvita Corp.*                               $        688,000
         130,075   I-Stat Corp.*                                       4,032,325
         215,850   Nellcor Puritan Bennett, Inc.*                     12,411,375
          64,550   ResMed, Inc.*                                         968,250
         333,150   Sofamor Danek Group, Inc.*                          8,162,175
         249,650   STERIS Corp.*                                       8,425,688
                                                                      34,687,813
Metals - Diversified - 0.3%
          77,700   Phelps Dodge Corp.                                  4,924,237
Mining - 1.9%
         222,754   Freeport McMoRan, Inc.                              8,325,437
         294,705   Potash Corporation of Saskatchewan, Inc.           20,518,836
                                                                      28,844,273
Miscellaneous - Distribution and Wholesale - 0.2%
         119,156   Brightpoint, Inc.                                   2,263,969
          71,350   Grupo Casa Autrey, S.A. de C.V. (ADR)                 909,713
                                                                       3,173,682
Miscellaneous - Manufacturing - 0.1%
         116,517   Assa-Abloy A.B. - Class B*,**                         773,323
Packaging and Containers - 2.7%
       1,179,650   Crown Cork & Seal Co., Inc.*                       41,140,294
Pharmaceuticals - 6.5%
         289,300   Biochem Pharma, Inc.*                              11,065,725
         210,675   Lilly (Eli) and Co.*                               20,356,472
         461,350   Pfizer, Inc.                                       26,469,956
         576,653   SmithKline Beecham PLC - Class A**                  6,019,797
         405,500   Warner-Lambert Co.                                 34,518,188
                                                                      98,430,138
Publishing - Newspaper - 0.1%
          25,900   Reuters Holdings PLC (ADS)                          1,437,450
Publishing and Printing - 1.1%
         816,950   News Corp., Ltd. (ADR)                             16,236,881
Real Estate Investment Trust - 0.1%
         171,075   Sunstone Hotel Investors, Inc.                      1,539,675
Restaurants and Food Service - 0.1%
          81,901   Wetherspoon (J.D.) PLC**                              824,561
Telecommunications - 4.7%
         147,848   Arch Communications Group, Inc.*                    4,010,396
         156,650   CommNet Cellular, Inc.*                             3,935,831
         123,284   Korea Mobile Telecommunications, Inc.*,+            4,530,687
         294,575   Millicom International Cellular S.A.*               9,720,975
         545,090   Nordictel Holdings A.B.*,**                         6,166,642
       1,044,800   Paging Network, Inc.*                              24,030,400
       2,329,992   Telecom Italia S.p.A.*                              3,578,516
         391,350   Telecomunicacoes Brasileiras S.A. (ADR)            15,654,000
                                                                      71,627,447
Telecommunications Equipment - 6.1%
         125,000   Applied Digital Access, Inc.*                       1,500,000
         188,500   Ascend Communications, Inc.*                       12,252,500
         628,632   Nokia A.B. - Class A**                             35,999,711
         194,650   PictureTel Corp.*                                  12,846,900
         329,975   U.S. Robotics Corp.*                               30,522,688
                                                                      93,121,799
Tobacco - 0.9%
       1,482,000   PT Hanjaya Mandala Sampoerna*                      13,710,132


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       18
<PAGE>

                       JANUS MERCURY FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Utilities - Telecommunications - 0.7%
       2,329,992   Telecom Italia Mobile S.p.A.*                $      3,928,748
         169,800   Telephone and Data Systems, Inc.                    6,792,000
                                                                      10,720,748
Wine and Spirits - 0.2%
          69,075   Canandaigua Wine Co., Inc. - Class A*               3,315,600
Total Common Stock (cost $1,143,929,907)                           1,264,301,654
Preferred Stock - 4.2%
Computer Software and Services - 4.1%
         414,379   SAP A.G.**                                         63,555,967
Retail - Special Line - 0.1%
           4,121   Moebel Walther A.G.**                               1,902,045
Total Preferred Stock (cost $43,706,567)                              65,458,012
U.S. Government Agencies - 1.6%
$     10,000,000   Federal Home Loan Bank System
                   5.63%, 11/21/95                                     9,968,722
      15,000,000   Federal National Mortgage Association
                   5.67%, 11/10/95                                    14,978,738
Total U.S. Government Agencies (amortized cost $24,947,460)           24,947,460

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Money Market - 2.3%
$      5,000,000   Janus Government Money Market Fund, 5.85%    $      5,000,000
      29,700,000   Janus Money Market Fund, 5.90%                     29,700,000
Total Money Market (cost $34,700,000)                                 34,700,000
Short-Term Corporate Notes - 6.5%
      73,700,000   General Electric Capital Corp.
                   5.83%, 11/1/95                                     73,700,000
      25,000,000   Household Finance Corp.
                   5.72%, 11/10/95                                    24,964,250
Total Short-Term Corporate Notes
 (amortized cost $98,664,250)                                         98,664,250
Total Investments - 97.8% (total cost $1,345,948,184)              1,488,071,376
Cash, Receivables and Other Assets, net of Liabilities - 2.2%         32,697,050
Net Assets - 100%                                                 $1,520,768,426


                       FORWARD FOREIGN CURRENCY CONTRACTS

Open at October 31, 1995

<TABLE>
<CAPTION>
                                                                                   Currency            Currency          Unrealized
Fund                          Currency Sold and Settlement Date                  Units Sold      Value in $ U.S.         Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                               <C>             <C>                 <C>           
Janus Mercury Fund            British Pound 3/28/96                               7,248,000       $  11,417,774       $     (38,414)
                              Finnish Markka 1/11/96                            114,057,000          26,921,189            (383,962)
                              Finnish Markka 1/25/96                             67,900,000          16,030,787            (240,089)
                              Finnish Markka 2/8/96                              59,520,000          14,054,973              36,937
                              Finnish Markka 2/12/96                             99,947,000          23,602,465              17,291
                              Finnish Markka 3/28/96                             35,992,000           8,503,922            (201,269)
                              French Franc 3/28/96                               30,648,000           6,266,075             (31,104)
                              German Deutschemark 12/14/95                       27,500,000          19,578,528             (23,451)
                              German Deutschemark 1/11/96                         4,483,000           3,196,207              40,850
                              German Deutschemark 2/8/96                          7,292,000           5,205,968              16,405
                              German Deutschemark 2/12/96                         9,630,000           6,876,607              20,933
                              German Deutschemark 3/28/96                        34,385,000          24,602,891          (1,250,349)
                              Japanese Yen 2/8/96                               375,000,000           3,673,096              54,908
                              Japanese Yen 3/14/96                            1,315,000,000          12,880,968             622,199
                              Swedish Krona 11/9/95                              90,972,000          13,719,612            (941,748)
                              Swedish Krona 11/21/95                             90,000,000          13,558,301          (1,050,031)
                              Swedish Krona 1/11/96                             160,665,000          24,116,269          (2,367,000)
                                                                                                   $234,205,632         $(5,717,894)
</TABLE>


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       19
<PAGE>

JANUS OVERSEAS FUND                         Portfolio Manager, Helen Young Hayes

PERFORMANCE REVIEW

     Most overseas markets lagged the U.S. during the last twelve months.  Janus
Overseas  Fund  performed  well,  gaining  11.78%  during the fiscal  year ended
October  31,  1995,  versus a loss of 0.37% for the Morgan  Stanley  EAFE Index.
(EAFE  stands for Europe,  Australasia  and the Far East.) Both returns are with
net dividends reinvested.(1)

     For the twelve-month  period,  the Fund's total return ranked second out of
233 international  funds tracked by Lipper Analytical  Services,  Inc., a mutual
fund rating company.(2)

     Ideas That Worked.  Good individual  stock selection was the primary reason
Janus Overseas Fund bested the EAFE Index.  Several European markets  registered
new highs, but the Fund's European growth stocks outperformed the local markets.
Diverse names such as J.D.  Wetherspoon  (British  pubs),  Fielmann and Matahari
Putra Prima (German and Indonesian retailers),  Elkjsp (Norwegian  electronics),
and ASM  Lithography  (Dutch  semiconductors)  were among companies that enjoyed
excellent  price moves.  In the U.S.,  HFS  (lodging)  also gained more than the
broad market.

     We Might  Have  Done  Better.  Swedish  conglomerate  Kinnevik,  one of our
largest  holdings,  did  not  have a good  year.  Softness  in the  Scandinavian
television market and one-time writedowns made for disappointing  earnings.  But
Kinnevik  is moving to  increase  shareholder  value.  It  intends  to break the
company into four divisions. Like many conglomerates, Kinnevik's parts are worth
more than its whole.  Currency  hedging,  although  moderate,  also  constrained
performance  early in the year when the dollar declined to historic lows against
the Japanese yen and German mark. Finally,  Olivetti was sold after it announced
a stock offering that would have diluted earnings.

PORTFOLIO COMPOSITION

     The Fund was  approximately 83% invested in equities at the end of October,
with  47.6% of assets  invested  in Europe  and 26.1% in the  Pacific  Rim.  The
investment  in Japan was  increased  during the final  quarter,  when the dollar
bottomed out definitively  against the yen and the Japanese economy showed signs
of  acceleration.  The five  countries  where we have  the  largest  investments
totaled 52.0% of assets. The ten largest holdings made up 22% of assets.

- --------------------------------------------------------------------------------
Ten Largest Holdings                    October 31, 1995    October 31, 1994
SAP AG                                         3.0%                 --
Kinnevik                                       2.6%                 5.4%
Roche Holdings                                 2.3%                 --
Ciba-Geigy                                     2.1%                 --
NTT Data                                       2.1%                 --
Securitas                                      2.1%                 --
PT Hanjaya Mandala Sampoerna                   2.0%                 --
Astra                                          2.0%                 5.0%
Getronics                                      1.9%                 --
Hitachi                                        1.9%                 --
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Industries                     October 31, 1995    October 31, 1994
Pharmaceuticals                                9.1%                14.9%
Computer Software and Services                 8.2%                 --
Commercial Services                            5.2%                 --
Holding Companies - Diversified                4.5%                 5.4%
Telecommunications                             4.1%                24.3%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Countries                      October 31, 1995    October 31, 1994
Japan                                         17.7%                 4.5%
Sweden                                        14.3%                22.1%
Germany                                        9.1%                 6.6%
Switzerland                                    6.9%                 --
United States(3)                               5.1%                 2.7%
- --------------------------------------------------------------------------------

PORTFOLIO THEMES

     Telecommunications. Inexpensive cellular products and services have created
an extremely  powerful demand cycle globally,  but in some areas, such as Japan,
where we own DDI, an independent Japanese  long-distance  provider, the cycle is
still in its early stages. In Europe,  Kinnevik and cellular  manufacturer Nokia
have strong competitive positions. Other formidable competitors include Millicom
in the emerging markets of Asia and Latin America, and Telecommunicacoes  Brazil
and Korea Mobile Telecom in their respective regions.

     Multinational  Pharmaceuticals.  A number of drug  companies  have products
with enormous potential. In Europe, Astra, Roche, Ciba-Geigy, and Sandoz all are
either  marketing or  developing  products  that have changed or will change the
treatment  of many  widespread  diseases.  Two of the most  exciting are Astra's
Losec,  which is the  best-selling  ulcer treatment in Europe,  and Sandoz's new
treatment for Alzheimer's, which is in development.

     Technology-Related.   Technology  continues  to  create  new  and  powerful
applications  for computers and  telecommunications.  SAP has a fully integrated
business  software  applications  package that ties together  accounting,  human
resources,  logistics, and manufacturing.  Getronics,  Frontec, and JBA Holdings
are software  consulting firms that fill an exploding demand for custom networks
and systems.  ASM  Lithography  and Rohm  manufacture  semiconductors  and other
electronic components.

     Outsourcing.  When it comes to complex operations,  especially in computers
and data processing, it is often more cost-effective to use outside specialists.
In Japan, DDI and NTT Data Communication  Systems manage information and process
data. In Sweden, Securitas provides security personnel.

INTERNATIONAL STRATEGY

     Janus  Overseas  Fund invests in  individual  companies  with good earnings
prospects  that sell in the market at a discount to their growth  potential.  We
continue to find many such opportunities in markets worldwide.

     Thank you for your investment in Janus Overseas Fund.

- -------------------------
(1)  Net dividends  reinvested  are the  dividends  that remain to be reinvested
     after foreign tax  obligations  have been met. Such  obligations  vary from
     country to country.
(2)  An  International  Fund is defined  by Lipper  Analytical  Services  as one
     "which invests its assets in securities  whose primary  trading markets are
     outside  the  United  States."  This  ranking  is based  on  total  return,
     including  reinvestment  of  dividends  and  capital  gains for the  stated
     period. Past performance is not predictive of future results.
(3)  Not including short-term securities.


                   Janus Funds October 31, 1995 Annual Report

                                       20
<PAGE>

JANUS OVERSEAS FUND                         Portfolio Manager, Helen Young Hayes

PERFORMANCE OVERVIEW
[line graph]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in  Janus  Overseas  Fund  and the  MSCI  EAFE  Index.  Janus  Overseas  Fund is
represented  by a solid green line and the MSCI EAFE Index is  represented  by a
single dashed black line. The "y" axis reflects the value of the investment. The
"x" axis reflects the computation  periods from inception,  May 2, 1994, through
October 31,  1995.  The upper right  quadrant  reflects  the ending value of the
hypothetical investment in Janus Overseas Fund ($11,580) as compared to the MSCI
EAFE Index ($10,350).  There is a legend in the upper left quadrant of the graph
which indicates Janus Overseas Fund's one-year and since inception (May 2, 1994)
average annual total returns as 11.78% and 10.27%, respectively.

Source - Lipper Analytical  Services,  Inc. 1995. All returns reflect reinvested
dividends.
Past performance is not predictive of future performance.  Investment return and
principal value may fluctuate so that shares,  when redeemed,  may be worth more
or less than their original cost.
The Fund's portfolio may differ  significantly from the securities in the index.
The index is unmanaged.



                      JANUS OVERSEAS FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Common Stock - 78.0%
Aerospace and Defense - 0.7%
         100,000   Mitsubishi Heavy Industries, Ltd.**          $        773,378
Agriculture - 0.8%
         645,000   PT Sekar Bumi*                                        852,423
Auto and Truck - 2.4%
          27,900   Bajaj Auto, Ltd. (GDR)*,+                             753,300
           5,947   Volkswagen A.G.**                                   1,872,821
                                                                       2,626,121
Brewery - 0.9%
       2,197,000   CIA Cervejaria Brahma                                 838,672
          13,675   Erciyas Biracilik Ve Malt Sanayii (GDR)*,+            173,303
                                                                       1,011,975
Broadcasting, Radio and Television - 1.2%
           1,925   Bell Cablemedia PLC (ADR)*                             28,634
          34,219   Central European Media Enterprises, Ltd.              787,037
           1,575   Grupo Televisa S.A. de C.V.(GDR)                       26,972
           4,500   NYNEX CableComms Group, Inc. (ADR)*                    90,563
          12,725   Scandinavian Broadcasting System S.A.*                305,400
           2,250   TeleWest PLC (ADR)*                                    62,438
                                                                       1,301,044
Building Materials - 0.3%
         133,000   PT Semen Cibinong                                     348,612
Chemicals - 0.1%
           6,614   Reliance Industries (GDS)*                            103,311
Closed End Funds - 0.1%
          11,900   NIS Regional Fund*,+                                   74,970

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Commercial Services - 5.2%
           8,898   Grand Optical Photoservice**                 $        953,657
          58,877   Securitas A.B. - Class B**                          2,282,433
          42,426   Sysdeco Group A.S.*                                   946,887
          42,623   WM-Data A.B. - Class B**                            1,568,748
                                                                       5,751,725
Computer Software and Services - 5.2%
          45,047   Getronics N.V.                                      2,149,854
         207,986   JBA Holdings PLC**                                  1,268,866
              93   NTT Data Communications Systems Corp.**             2,333,660
                                                                       5,752,380
Computers - 1.7%
          54,236   Frontec A.B. - Class B*,**                          1,308,961
          12,000   Tokyo Electron, Ltd.**                                522,251
                                                                       1,831,212
Electrical Equipment - 1.9%
         203,000   Hitachi, Ltd.**                                     2,089,296
Electronics - 3.3%
          19,000   Kyocera Corp.*,**                                   1,560,674
           6,000   Martin Gruppen*                                       322,929
           4,300   Nokia Corp. (ADR) - Class A                           239,725
          10,600   Sony Corp.**                                          477,946
          96,000   Victor Co. of Japan, Ltd.*,**                       1,025,681
                                                                       3,626,955
Electronics - Semiconductors - 1.4%
          26,000   Rohm Co.**                                          1,582,631
Engineering and Construction - 0.8%
             634   Metra Oy - A**                                         27,791
          18,208   Metra Oy - B**                                        789,544
          62,000   New World Infrastructure, Ltd.*,+                     109,070
                                                                         926,405


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       21
<PAGE>

                      JANUS OVERSEAS FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Entertainment - 0.9%
          42,209   Thorn EMI PLC**                              $        982,658
Financial - Bank Commercial - 3.6%
          25,000   Dai-Ichi Kangyo Bank, Ltd.**                          423,936
          49,142   Fokus Bank A.S.+                                      260,386
          95,600   HSBC Holdings PLC                                   1,391,188
          41,000   Mitsui Trust and Banking Co., Ltd.*,**                328,739
          31,485   Nordbanken A.B.*,**                                   470,173
          44,000   Sakura Bank, Ltd.**                                   426,975
          22,000   Sanwa Bank, Ltd.**                                    375,221
          43,100   Thai Farmers Bank, Ltd.                               356,312
                                                                       4,032,930
Financial - Bank Money Center - 0.3%
          31,000   Sumitomo Trust and Banking Co., Ltd.*,**              358,557
Financial - Savings/Loan/Thrift - 0.1%
          15,044   Sparbanken Sverige A.B. - Class A**                   158,848
Food Processing - 1.4%
          39,429   Huhtamaki Group - Series I**                        1,170,800
           5,068   Nutricia Vereenigde Bedrijven N.V.                    393,478
                                                                       1,564,278
Forest Production and Paper - 0.2%
         175,179   Rottneros Bruks A.B.*,**                              232,533
Holding Companies - Diversified - 4.5%
          28,949   C.G. Smith, Ltd.                                      188,548
         510,000   First Pacific Co.                                     587,132
         119,475   Grupo Carso S.A. de C.V. - Series A1*                 636,297
         101,000   Hutchison Whampoa, Ltd.                               556,553
         106,091   Kinnevik - Class B**                                2,944,527
           5,700   Malbak, Ltd.+(GDR)                                     37,050
          59,000   Universal Robina Corp.                                 24,413
                                                                       4,974,520
Household Products - 0.4%
          12,000   Amway Japan, Ltd.**                                   458,734
Iron and Steel - 0.1%
          12,144   SSAB Svenskt Stal A.B. - Class A**                    121,816
Leisure Time - 0.2%
          78,700   Tabcorp Holdings, Ltd.*                               218,314
Lodging - 2.3%
           8,774   Accor S.A.**                                        1,044,652
          23,600   Hospitality Franchise Systems, Inc.*                1,445,500
                                                                       2,490,152
Machine - Diversified - 1.4%
          31,900   ASM Lithography Holding N.V.*                       1,572,962
Medical Supplies - 2.6%
          39,700   De Rigo S.p.A. (ADR)*                                 818,813
          44,667   Elekta Instrument A.B.*,**                          1,852,843
           3,078   Getinge Industrier A.B. - Class B**                   131,394
           4,134   Scandinavian Mobility International*,+                 98,383
                                                                       2,901,433
Metals - Diversified - 0.9%
          38,126   Hoganas A.B. - Class B**                            1,029,422
Mining - 1.5%
          21,950   Petroleum Geo - Services A/S (ADR)*                   425,281
          18,549   SGL Carbon A.G.*,+,**                               1,215,702
                                                                       1,640,983
Miscellaneous - Distribution and Wholesale - 0%
             325   Amway Asia Pacific, Ltd.                               10,644

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Miscellaneous - Manufacturing - 2.0%
         108,729   Assa-Abloy A.B. - Class B*,**                $        721,635
           8,902   Barco N.V.                                          1,002,748
           9,157   Orkla A/S - Class A                                   473,435
                                                                       2,197,818
Office and Business Equipment- 2.6%
         118,000   Canon, Inc.**                                       2,024,113
          14,613   Oce-Van Der Grinten N.V.                              838,178
                                                                       2,862,291
Pharmaceuticals - 9.1%
          59,341   Astra A.B. - Class A**                              2,184,057
           2,769   Ciba-Geigy Corp. A.G.**                             2,388,750
             355   Roche Holding A.G.**                                2,578,125
           2,239   Sandoz A.G. - Class R**                             1,862,548
          23,000   Sankyo Co., Ltd.**                                    507,253
          24,000   Yamanouchi Pharmaceutical Co., Ltd.*,**               536,365
                                                                      10,057,098
Publishing and Printing - 1.2%
         118,219   News Corp., Ltd.                                      594,783
          39,400   News Corp., Ltd. (ADR)                                783,075
                                                                       1,377,858
Real Estate - 1.3%
       1,218,000   Henderson Investment, Ltd.                            992,575
          39,000   Mitsui Fudosan Co.*,**                                447,265
                                                                       1,439,840
Restaurants and Food Service - 1.1%
         118,712   Wetherspoon (J.D.) PLC**                            1,195,167
Retail - Department Stores - 1.0%
         532,000   PT Matahari Putra Prima                             1,113,216
Retail - General Merchandise - 0.2%
          17,000   Pao De Acucar S.A.+                                   178,500
Retail - Grocery - 0.4%
           9,000   Ito-Yokado Co., Ltd.**                                493,139
Retail - Specialty Line - 1.5%
          26,131   Elkjop Norge A.S.                                     671,317
           3,170   Interdiscount Holding, Ltd.*,**                       362,764
           7,535   OMV A.G.*                                             650,487
                                                                       1,684,568
Telecommunications - 4.1%
          15,087   Korea Mobile Telecommunications, Inc.*,+              554,447
          60,500   Millicom International Cellular S.A.*               1,996,500
          49,300   Paging Network, Inc.*                               1,133,900
          21,828   Telecomunicacoes Brasileiras S.A.                     873,120
           2,250   Videotron Holdings PLC (ADR)*                          29,672
                                                                       4,587,639
Telecommunications Equipment - 0.8%
          15,958   Nokia A.B. - Class A**                                913,863
Tobacco - 2.0%
         238,000   PT Hanjaya Mandala Sampoerna*                       2,201,762
Utilities - Electric - 0.9%
          19,975   Cemig S.A. (ADR)*                                     434,456
         286,786   Consolidated Electric Power Asia, Ltd.                580,561
                                                                       1,015,017
Utilities - Telecommunications - 2.1%
             222   DDI Corp.**                                         1,803,940
          67,216   Telecom Italia Mobile S.p.A.*                         113,337
          22,793   Telefonica De Espana S.A.**                           287,833
           2,800   Telefonica De Espana S.A. (ADR)                       105,350
                                                                       2,310,460


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       22
<PAGE>

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Wholesale - Special Line - 1.3%
           2,905   Gehe A.G.**                                  $      1,425,374
Total Common Stock (cost $77,915,836)                                 86,454,832
Preferred Stock - 5.0%
Computer Software and Services - 3.0%
          21,915   SAP A.G.**                                          3,361,244
Financial - Bank Commercial - 0%
         384,000   Banco Bradesco S.A.                                     3,595
Medical - Supplies - 0.2%
             238   Fresenius A.G.**                                      190,123
Publishing and Printing - 0.1%
          31,239   News Corp., Ltd.                                      142,450
Retail - Special Line - 1.4%
          27,816   Fielmann A.G.*,**                                   1,530,739
Telecommunications - 0%
           5,000   Telecomunicacoes Brasileiras S.A.                         203
Utilities - Electric - 0.3%
       1,201,000   Centrais Electricas Brasileiras S.A. - Class B        342,286
Total Preferred Stock (cost $4,233,081)                                5,570,640
U.S. Government Agencies - 7.2%
                  Federal Home Loan Bank System:
$      4,000,000   5.64%, 11/8/95                                      3,995,613
       1,000,000   5.62%, 11/10/95                                       998,595
                  Federal National Mortgage Association:
       3,000,000   5.64%, 11/15/95                                     2,993,420
Total U.S. Government Agencies (amortized cost $7,987,628)             7,987,628
Short-Term Corporate Note - 4.4%
                  Ford Motor Credit Corp.
       4,900,000   5.85%, 11/1/95                                      4,900,000
                   (amortized cost $4,900,000)
Total Investments - 94.6% (total cost $95,036,545)                   104,913,100
Cash, Receivables and Other Assets, net of Liabilities - 5.4%          5,953,320
Net Assets - 100%                                                   $110,866,420


                       SUMMARY OF INVESTMENTS BY COUNTRY
                                October 31, 1995

Country                       % of Investment Securities            Market Value
- -------                       --------------------------            ------------
Austria                                   0.6%                      $    650,487
Australia                                 1.7%                         1,738,622
Belgium                                   1.0%                         1,002,748
Brazil                                    2.6%                         2,733,270
Denmark                                   0.4%                           421,312
Finland                                   3.0%                         3,141,723
France                                    1.9%                         1,998,309
Germany                                   9.1%                         9,596,004
Hong Kong                                 4.0%                         4,217,079
India                                     0.8%                           856,611
Indonesia                                 4.3%                         4,516,013
Italy                                     0.9%                           932,150
Japan                                    17.7%                        18,560,397
Korea                                     0.5%                           554,447
Luxembourg                                0.3%                           305,400
Mexico                                    0.6%                           663,269
Netherlands                               4.7%                         4,954,472
Norway                                    2.6%                         2,777,306
Philippines                               0.0%                            24,413
Russia                                    0.1%                            74,970
South Africa                              0.2%                           225,598
Spain                                     0.4%                           393,183
Sweden                                   14.3%                        15,007,390
Switzerland                               6.9%                         7,192,187
Thailand                                  0.3%                           356,312
Turkey                                    0.2%                           173,303
United Kingdom                            4.2%                         4,382,597
United States+                           16.7%                        17,463,528
Total                                   100.0%                      $104,913,100
- --------------------------------------------------------------------------------
+ Includes Short-Term Securities


                       FORWARD FOREIGN CURRENCY CONTRACTS

Open at October 31, 1995

<TABLE>
<CAPTION>
                                                                                   Currency            Currency          Unrealized
Fund                          Currency Sold and Settlement Date                  Units Sold      Value in $ U.S.         Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                               <C>               <C>                 <C>        
Janus Overseas Fund           British Pound 1/25/96                               1,108,000         $ 1,747,981         $     2,107
                              Finnish Markka 11/9/95                              4,751,000           1,120,149               8,631
                              Finnish Markka 1/25/96                              3,000,000             708,282             (10,608)
                              French Franc 12/14/95                               2,000,000             409,526             (15,910)
                              French Franc 3/14/96                                5,700,000           1,165,597             (36,213)
                              German Deutschemark 1/25/96                         9,623,000           6,865,725             (36,945)
                              Japanese Yen 11/21/95                             160,000,000           1,566,988             211,540
                              Japanese Yen 1/25/96                               72,821,000             713,261              71,411
                              Japanese Yen 2/8/96                               650,000,000           6,366,700             689,500
                              Japanese Yen 3/14/96                              270,000,000           2,644,762              83,532
                              Spanish Peseta 1/25/96                             31,539,000             256,291               2,926
                              Swedish Krona 11/9/95                              27,606,000           4,163,299            (285,779)
                              Swedish Krona 11/21/95                             27,500,000           4,142,814            (320,843)
                              Swedish Krona 1/25/96                              21,000,000           3,149,276            (313,737)
                              Swiss Franc 11/9/95                                 1,671,000           1,472,895             (26,080)
                                                                                                    $36,493,546          $   23,532
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       23
<PAGE>

JANUS TWENTY FUND                           Portfolio Manager, Thomas F. Marsico

PERFORMANCE REVIEW

     The powerful rally in U.S. stocks continued through most of our fiscal year
ended October 31, 1995. The  environment  for growth stocks  remains  excellent,
which  contributed to Janus Twenty Fund's solid  performance.  The Fund returned
24.67% for the twelve-month  period, while the S&P 500 Index gained 26.44%. Both
returns include reinvested dividends.

     Much of the Fund's underperformance was during the last two months of 1994.
During  calendar  1995  (January-October),  Janus  Twenty Fund  produced a total
return of 32.67% versus 29.30% for the S&P 500 Index.  Late in 1994, some of our
positions  did  not  appreciate  in  lockstep  with  the  market.  Instead  they
outperformed later in 1995. Health care stocks, especially HMOs, underperformed,
and we had several earnings  disappointments with home-improvement chain Lowe's,
packaging manufacturer Crown Cork & Seal, and casino-owner Circus Circus.

     Janus Twenty Fund's portfolio became more aggressive during the second half
of 1994. We added or increased faster-growing  technology and telecommunications
stocks such as Texas Instruments,  Microsoft, and Nokia, dominant multinationals
Citicorp and SAP, and  outsourcers  EDS (General  Motors E) and First Data.  Our
selection of technology  stocks  contributed to  performance,  although  overall
exposure to this  volatile  sector  remained  moderate  compared to other growth
mutual funds. Our  pharmaceutical  holdings,  including  Pfizer and Roche,  also
worked in a big way. We showed patience with financial stocks.  First Interstate
Bancorp  and  recent   addition   Chemical   Banking  are  now  benefiting  from
consolidating operations internally,  through new efficiencies,  and externally,
through acquisitions.

PORTFOLIO COMPOSITION

     As of year end, the portfolio was 96% invested in stocks, versus 92.7% when
the year began. Foreign stocks accounted for 13.9% of assets, versus 7.4% at the
end of October  1994,  and are still  mostly  European.  The  portfolio  remains
concentrated:  at year end, the ten largest  holdings were 47.3% of assets,  and
the top twenty holdings equaled 72.7%.

- --------------------------------------------------------------------------------
Ten Largest Holdings                    October 31, 1995    October 31, 1994
Sun Microsystems                               6.8%                 --
Citicorp                                       5.9%                 4.3%
Chemical Banking                               5.6%                 --
Merrill Lynch                                  4.6%                 5.2%
Amgen                                          4.7%                 2.9%
Federal National Mortgage Assoc                4.2%                 4.2%
Merck                                          4.2%                 --
Roche Holdings                                 3.9%                 --
Pfizer                                         3.8%                 2.9%
First Data Corp.                               3.6%                 5.7%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Industries                     October 31, 1995    October 31, 1994
Pharmaceuticals                               15.2%                 2.9%
Financial - Bank Money Center                 11.5%                 4.3%
Electronics-Semiconductors                     9.8%                 2.6%
Computer Software and Services                 9.2%                 6.0%
Computers                                      7.6%                 4.0%
- --------------------------------------------------------------------------------

PORTFOLIO THEMES

     Multinationals. Large multinational companies have an excellent competitive
position  in  increasingly   integrated  global  markets.   Coca-Cola,   Pfizer,
Microsoft,  Citicorp,  Merrill  Lynch,  SAP, and Roche each  essentially  owns a
global  franchise  because many of their  products  have brand name  recognition
internationally.

     Technology.  Although positions were selectively  reduced late in the year,
we continue to hold this sector.  Technology  is creating  powerful new products
(Windows 95 and  Pentium  are two recent  examples)  with  multiple  new and far
reaching applications (such as the Internet).  Sun Microsystems is the preferred
provider of  commercial  equipment for the Internet,  and Texas  Instruments  is
developing a new video display  technology for television that has the potential
to redefine a technology that is basically unchanged since the 1950s.

     Outsourcing.  Outside  specialists,  especially in computer  operations and
data processing,  are increasingly  cost-effective.  Data processor EDS (General
Motors E) is being spun off by General Motors.  First Data has recently acquired
competitor  First  Financial  Management,  and is now the  largest  credit  card
transaction processor for both banks and merchants.

     Pharmaceuticals.  Amgen,  Pfizer,  Roche,  and Merck have  products  on the
market  or in  development  with  enormous  international  potential.  New  drug
therapies are being  developed for diseases such as  osteoporosis,  Alzheimer's,
and diabetes.

     Financial  Services.  Merrill  Lynch,  Citicorp,  Chemical  Banking are all
benefiting  from  more  efficient  operations  and  fast-growing   international
markets.  Federal  National  Mortgage  Association has a secure franchise in the
domestic mortgage market for low-cost housing.

     Stock  Repurchase.  Companies  that wish to enhance  shareholder  value are
repurchasing  stock.  Share  repurchase  can indicate that a company  intends to
focus on what it does best,  i.e.,  its most  profitable  operations.  Citicorp,
Merrill Lynch, Sun Microsystems,  PepsiCo, and Chemical Banking are but a few of
our holdings that have significant stock repurchase programs.

CURRENT STRATEGY

     As we enter a new year,  the Fund is  positioned  to take  advantage of the
positive environment for growth stocks. We may experience  additional volatility
after  such a  strong  year in  1995,  but if the  current  economic  conditions
prevail, stocks should also perform in 1996.

JANUS TWENTY FUND HAS REOPENED

     We are pleased to announce that Janus Twenty Fund reopened to new investors
on November 1, 1995.  Since the Fund was closed in January  1993,  markets  have
expanded   enormously  both  in  terms  of  liquidity  and  exciting  investment
opportunities.

     Thank you for your investment in Janus Twenty Fund.


                   Janus Funds October 31, 1995 Annual Report

                                       24
<PAGE>

JANUS TWENTY FUND                           Portfolio Manager, Thomas F. Marsico

PERFORMANCE OVERVIEW
[line graph]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in Janus Twenty Fund and the S&P 500 Index.  Janus Twenty Fund is represented by
a solid green line and the S&P 500 Index is represented by a single dashed black
line. The "y" axis reflects the value of the  investment.  The "x" axis reflects
the  computation  periods from  inception,  April 30, 1985,  through October 31,
1995.  The upper right  quadrant  reflects the ending value of the  hypothetical
investment  in Janus  Twenty  Fund  ($45,375)  as  compared to the S&P 500 Index
($45,065).  There is a legend  in the upper  left  quadrant  of the graph  which
indicates Janus Twenty Fund's one-year,  five-year, ten-year and since inception
(April 30, 1985)  average  annual total  returns as 24.67%,  19.54%,  15.63% and
15.49%, respectively.

Source - Lipper Analytical  Services,  Inc. 1995. All returns reflect reinvested
dividends.
Past performance is not predictive of future performance.  Investment return and
principal value may fluctuate so that shares,  when redeemed,  may be worth more
or less than their original cost.
The Fund's portfolio may differ  significantly from the securities in the index.
The index is unmanaged.



                       JANUS TWENTY FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Common Stock - 91.2%
Aerospace and Defense - 1.1%
         506,125   Lockheed Martin Corp.                        $     34,479,766
Beverages - 6.1%
       1,304,600   Coca-Cola Co.                                      93,768,125
       1,704,000   PepsiCo, Inc.                                      89,886,000
                                                                     183,654,125
Biopharmaceuticals - 4.7%
       2,912,900   Amgen, Inc.*                                      139,819,200
Computer Software and Services - 5.5%
         714,000   Cisco Systems, Inc.*                               55,335,000
       1,645,850   First Data Corp.                                  108,831,831
                                                                     164,166,831
Computers - 7.6%
         425,000   Compaq Computer Corp.*                             23,693,750
       2,629,475   Sun Microsystems, Inc.*                           205,099,050
                                                                     228,792,800
Electronics - 1.0%
         143,800   Altera Corp.*                                       8,699,900
         362,200   Nokia Corp. (ADR) - Class A**                      20,192,650
                                                                      28,892,550
Electronics - Semiconductors - 9.8%
         644,750   Intel Corp.                                        45,051,906
         879,450   LSI Logic Corp.*                                   41,444,081
         867,150   Micron Technology, Inc.                            61,242,469
       2,066,850   National Semiconductor Corp.*                      50,379,469
       1,386,050   Texas Instruments, Inc.                            94,597,913
                                                                     292,715,838
Entertainment - 3.1%
       1,599,200   Walt Disney Co. (The)                              92,153,900

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Financial - Bank Commercial - 2.5%
         957,100   First Bank System, Inc.                      $     47,615,725
         221,800   First Interstate Bancorp                           28,612,200
                                                                      76,227,925
Financial - Bank Money Center - 11.5%
       2,950,550   Chemical Banking Corp.                            167,812,531
       2,716,875   Citicorp                                          176,257,266
                                                                     344,069,797
Financial - Security Broker - 5.4%
       2,440,300   Merrill Lynch and Co., Inc.                       135,436,650
       1,098,550   Schwab (Charles) Corp.                             25,129,331
                                                                     160,565,981
Financial Services - 4.2%
       1,211,425   Federal National Mortgage Association             127,048,197
Forest Products and Paper - 3.1%
         690,550   Champion International Corp.                       36,944,425
         684,975   Georgia-Pacific Corp.                              56,510,438
                                                                      93,454,863
Insurance - Life - 1.0%
         539,000   United Healthcare Corp.                            28,634,375
Machine - Diversified - 1.1%
         633,800   Applied Materials, Inc.*                           31,769,225
Metals - Diversified - 1.5%
         733,425   Phelps Dodge Corp.                                 46,480,809
Pharmaceuticals - 15.2%
         899,389   Astra A.B. - Class A                               33,102,182
       2,208,475   Merck & Co., Inc.                                 126,987,312
       2,006,820   Pfizer, Inc.                                      115,141,298
          16,000   Roche Holding A.G.**                              116,197,183
       6,101,290   SmithKline Beecham PLC - Class A                   63,692,601
                                                                     455,120,576


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       25
<PAGE>

                       JANUS TWENTY FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Publishing - Newspaper - 0.7%
         382,275   Reuters Holdings PLC (ADS)                   $     21,216,263
Restaurants and Food Services - 2.1%
       1,640,065   Lone Star Steakhouse & Saloon, Inc.*,#             63,347,511
Retail - Apparel - 1.4%
         972,025   Fila Holdings S.p.A. (ADR)                         41,918,578
Telecommunications Equipment - 1.1%
         343,750   U.S. Robotics, Inc.*                               31,796,875
Utilities - Telecommunications - 1.5%
       1,524,450   Pacific Telesis Group                              46,305,169
Total Common Stock (cost $2,326,679,671)                           2,732,631,154
Preferred Stock - 4.8%
Computer Software and Services - 3.7%
         572,870   SAP A.G.**                                         87,864,744
         475,000   SAP A.G. (ADR)#,+,**                               24,046,875
                                                                     111,911,619
Financial Services - 1.1%
         581,000   American Express Co. Exchange Notes, 6.25%
                   (Debt Exchangeable for Common Stock)               31,882,375
Total Preferred Stock (cost $93,767,610)                             143,793,994

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Corporate Bonds - 1.2%
$     39,860,000   M.D.C. Holdings, Inc., 11.125%
                   senior notes, due 12/15/03                   $     37,269,100
                   (cost $36,354,073)
Money Market - 0.4%
      11,000,000   Janus Money Market Fund, 5.90%                     11,000,000
                    (cost $11,000,000)
Short-Term Corporate Note - 1.7%
                  Household Finance Corp.
      50,500,000   5.82%, 11/1/95                                     50,500,000
                   (amortized cost $50,500,000)
Total Investments - 99.3% (total cost $2,518,301,354)              2,975,194,248
Cash, Receivables and Other Assets, net of Liabilities - 0.7%         20,557,173
Net Assets - 100%                                                 $2,995,751,421


                       FORWARD FOREIGN CURRENCY CONTRACTS

Open at October 31, 1995

<TABLE>
<CAPTION>
                                                                                          Currency        Currency       Unrealized
Fund                          Currency Sold and Settlement Date                         Units Sold  Value in $ U.S.      Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                    <C>            <C>              <C>          
Janus Twenty Fund             Finnish Markka 11/21/95                                  114,000,000    $ 26,882,988     $   (850,836)
                              German Deutschemark 11/17/95                              31,668,000      22,513,863         (589,948)
                              German Deutschemark 4/11/96                               55,000,000      39,378,535         (498,286)
                              German Deutschemark 4/25/96                               27,800,000      19,916,894          187,970
                              Swiss Franc 11/17/95                                      28,764,159      25,378,648       (1,231,030)
                              Swiss Franc 11/20/95                                      25,439,768      22,453,459         (961,773)
                              Swiss Franc 2/20/96                                       30,035,000      26,773,934       (1,970,070)
                              Swiss Franc 4/11/96                                       35,000,000      31,362,007         (611,700)
                                                                                                      $214,660,328      $(6,525,673)
</TABLE>


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       26
<PAGE>

JANUS VENTURE FUND         Portfolio Managers, James P. Goff, Warren B. Lammert

PERFORMANCE REVIEW

     Moderate  economic  growth,  low  inflation,  and declining  interest rates
continued to provide an  excellent  environment  for equities  during the fiscal
year ended  October  31,  1995.  Small stock  indexes  posted new  records,  but
overall,  larger issues still produced better returns. Janus Venture Fund gained
19.24% for the  twelve-month  period,  compared to 18.35% for the Russell  2000.
Both returns include reinvested dividends.

     The  Fund  outperformed  the  Index  because  a number  of its  technology,
medical,  financial,  and  telecommunications  holdings met or exceeded earnings
estimates.  Though technology holdings remain relatively modest compared to many
of its competitors,  the Fund focused a bit more on technology than in the past,
while  maintaining its diversified  investment  approach.  We also selected some
excellent individual performers in diverse industries. Papa John's International
(pizza delivery), Heritage Media (radio stations), Lydall (filters and gaskets),
J.D. Wetherspoon (British pubs), and United Waste Systems (waste management) all
performed  well.  Portfolio  diversification  continued  to  offset  the risk of
investing in smaller and less market-tested companies.

     We could have done better with some of our manufacturing companies and with
selected  European  holdings.  Exide,  APS Holdings,  U.S. Can, and Westinghouse
Airbrake  (railroad brakes) have yet to meet  expectations.  In Europe,  Swedish
paper companies Munksjoe, Repap Enterprises, and Rottneros were disappointing.

COMPOSITION OF THE PORTFOLIO

     As of October 31, the Fund was 93.9%  invested in  equities,  up from 88.4%
when the year began. The current high percentage of investment reflects the many
good  individual  ideas we are finding  and the  positive  business  climate for
smaller companies. Foreign stocks make up a moderate 11.0% of assets, with 10.8%
invested in Europe.  The ten largest  positions  account for 28.7% of assets and
are an eclectic  group,  which is the result of our  stock-by-stock  approach to
portfolio management.

- --------------------------------------------------------------------------------
Ten Largest Holdings               October 31, 1995         October 31, 1994
Paging Network                            4.3%                      3.0%
Wisconsin Central                         4.2%                      4.3%
R.P. Scherer                              3.7%                      2.8%
SAP AG                                    3.3%                      1.7%
Minerals Technology                       2.9%                      2.7%
Exide                                     2.8%                      4.3%
First Empire State                        2.2%                      2.2%
Arch Communications                       2.0%                      --
Nokia                                     1.7%                      8.6%
Papa John's International                 1.6%                      1.0%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Industries        October 31, 1995 October 31, 1994
Computer Software and Services           12.1%                      --
Telecommunications                       11.3%                      --
Medical Supplies                          7.0%                      --   
Auto Parts - Replacement                  4.3%                      --   
Pharmaceuticals                           5.1%                      3.1%
- --------------------------------------------------------------------------------

PORTFOLIO THEMES

     Technology-Related.  New,  more  powerful  products  have been  driving the
industry.  Product  applications  have  exploded  as a result,  particularly  in
telecommunications,  manufacturing,  and  computer  networking.  Companies  that
started  in the  small- to  mid-cap  category  have  quickly  grown  into  large
companies.  German  software  provider SAP has more than doubled  since we first
began buying the stock  eighteen  months ago.  Software  and systems  developers
Macromedia,   Softkey,  Getronics,  and  Mobilemedia  are  benefiting  from  new
applications  demand, as are semiconductor  manufacturers LSI Logic, Itron, VLSI
Technology, and Analog Devices.

     Telecommunications.  Advances in  equipment  and systems  have put cellular
communications  within the reach of most consumers.  Nokia is a Finnish maker of
cellular  equipment and telephones that has 20% of the international  cell phone
market.  Commnet Cellular  provides cellular service in the U.S., and a suite of
stocks - Paging Network, Arch Communications, Heartland Wireless, Metrocall, and
Metricom - offer wireless paging and data transmission services.

     Outsourcers.  Operations such as data processing,  computer  services,  and
personnel are often more  cost-effective  when provided by  outsourcers  such as
Keane,  Analysts  International,  Medaphis,  Fiserv,  Technology  Solutions  and
Olsten.

     Medical and Pharmaceuticals.  This sector continues to develop exciting new
equipment,   systems,  and  treatments,  many  of  which  have  enormous  market
potential.  R.P.  Scherer and  TheraTech  make drug delivery  products.  Sofamor
Danek, Nellcor, Isolyser, Target Therapeutics, and Steris manufacture and market
equipment.

     Financial  Services.  Low interest rates have created loan demand at a time
when  this  group,  which  includes  insurance  companies,  is  also  increasing
efficiency.  First Empire State, a long-time bank holding,  continues to perform
well.  Klamath First  Bancorp is a thrift that has recently  converted to public
ownership. World Acceptance and Credit Acceptance are fast-growing consumer loan
companies. Protective Life is an exceptionally well-managed life insurer.

     Niche  Manufacturers.  This is an  eclectic  group.  Exide  is the  world's
largest and lowest cost  manufacturer of automotive  batteries.  APS Holdings is
gaining  market share in the wholesale and retail auto parts market.  Littelfuse
makes  industrial  fuses;  its  largest  market is the auto  industry.  Minerals
Technology  makes  precipitated  calcium  carbonate,  which  reduces the cost of
paper.

STRATEGY GOING FORWARD

     We are continuing to find many good individual  investment  ideas in widely
diversified  industries.  Small  companies  tend to perform well in the economic
environment we are currently  experiencing in the U.S. and Europe.  Low interest
rates and low inflation help lower the hurdles  smaller  companies must cross in
the  course of  development.  As long as these  conditions  are  present,  small
companies should benefit.

     Thank you for your continued investment in Janus Venture Fund.


                   Janus Funds October 31, 1995 Annual Report

                                       27
<PAGE>

JANUS VENTURE FUND         Portfolio Managers, James P. Goff, Warren B. Lammert

PERFORMANCE OVERVIEW
[line graph]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in  Janus  Venture  Fund and the  Russell  2000  Index.  Janus  Venture  Fund is
represented by a solid green line and the Russell 2000 Index is represented by a
single dashed black line. The "y" axis reflects the value of the investment. The
"x" axis  reflects  the  computation  periods  from  inception,  April 30, 1985,
through October 31, 1995. The upper right quadrant  reflects the ending value of
the  hypothetical  investment in Janus Venture Fund ($54,465) as compared to the
Russell 2000 Index  ($31,448).  There is a legend in the upper left  quadrant of
the graph which indicates Janus Venture Fund's one-year, five-year, ten-year and
since inception (April 30, 1985) average annual total returns as 19.24%, 19.52%,
17.63% and 17.52%, respectively.

Source - Lipper Analytical  Services,  Inc. 1995. All returns reflect reinvested
dividends.
Past performance is not predictive of future performance.  Investment return and
principal value may fluctuate so that shares,  when redeemed,  may be worth more
or less than their original cost.
The Fund's portfolio may differ  significantly from the securities in the index.
The index is unmanaged.



                      JANUS VENTURE FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Common Stock - 89.6%
Advertising - 0.6%
         574,200   Katz Media Group, Inc.*                      $     10,335,600
Auto Parts - Replacement - 4.3%
       1,321,672   APS Holding Corp. - Class A*,#                     27,094,276
       1,107,065   Exide Corp.#                                       48,572,477
                                                                      75,666,753
Biopharmaceuticals - 0.3%
         342,575   Northfield Laboratories, Inc.*                      4,796,050
Broadcasting, Radio and Television - 2.2%
         528,450   Heartland Wireless Communications, Inc.*           13,607,587
         900,000   Heritage Media Corp. - Class A*,#                  24,975,000
          30,000   Scandinavian Broadcasting System S.A.*                720,000
                                                                      39,302,587
Captive Finance-Auto - 0.1%
          74,500   Union Acceptance Corp. - Class A*                   1,173,375
Chemicals - 0.9%
         120,000   Applied Extrusion Technologies, Inc.*               1,845,000
         350,600   Cambrex Corp.#                                     13,366,625
                                                                      15,211,625
Commercial Services - 0.8%
         102,575   Equity Corp. International*                         2,154,075
         126,450   Medaphis Corp.*                                     4,014,788
         145,700   Stewart Enterprises, Inc. - Class A                 4,917,375
         169,000   Vallen Corp.*                                       3,422,250
                                                                      14,508,488

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Computer Software and Services - 8.8%
          81,500   Acxiom Corp.*                                $      2,445,000
         390,450   Analysts International Corp.#                      11,567,081
         537,450   BancTec, Inc.*                                     10,077,188
         689,975   Bell & Howell Holdings Co.*                        17,249,375
         350,000   Black Box Corp.*                                    5,687,500
         163,550   Broadway & Seymour, Inc.*                           2,657,688
         150,000   Dialogic Corp.*                                     4,350,000
         662,725   Fiserv, Inc.*                                      17,065,169
         375,825   FTP Software, Inc.*                                10,147,275
         200,000   Getronics N.V.                                      9,544,935
          41,000   IMNET Systems, Inc.*                                1,040,375
         259,400   Integrated Systems, Inc.*                           9,079,000
         312,500   INTERSOLV, Inc.*                                    4,921,875
         858,825   Keane, Inc.*,#                                     23,188,275
         112,800   MDL Information Systems, Inc.*                      2,129,100
         125,000   Medic Computer Systems, Inc.*                       6,656,250
         200,000   NetManage, Inc.*                                    4,075,000
          86,900   Pinnacle Systems, Inc.*                             2,726,487
         278,750   Platinum Software Corp.*                            1,846,719
          45,000   Project Software & Development, Inc.*               1,192,500
         186,325   Softkey International, Inc.*                        5,869,238
          55,000   Summit Medical Systems, Inc.*                         907,500
                                                                     154,423,530
Computers - 1.3%
         382,300   Boca Research, Inc.*                                9,653,075
         445,125   Comverse Technology, Inc.*                         10,126,594
          45,000   NetStar, Inc.*                                        461,250
         145,525   Technology Solutions Co.*                           2,401,163
                                                                      22,642,082


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       28
<PAGE>

                      JANUS VENTURE FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Electrical Equipment - 2.2%
         364,400   Anixter International, Inc.*                 $      6,969,150
         173,650   Baldor Electric Co.                                 4,167,600
         335,700   California Amplifier, Inc.*,#                       9,063,900
         514,300   Littelfuse, Inc.*,#                                16,714,750
          74,500   Zycon Corp.*                                          931,250
                                                                      37,846,650
Electronics - 3.4%
         250,000   Accom, Inc.*                                        2,156,250
         125,800   Holophane Corp.*                                    3,396,600
         196,425   ITI Technologies, Inc.*                             4,959,731
         419,050   Itron, Inc.*                                       12,152,450
         632,900   Macromedia, Inc.*                                  23,417,300
          74,375   Pittway Corp. - Class A                             4,453,203
          87,000   Whitehall Corp.*                                    3,251,625
         354,200   X-Rite, Inc.                                        5,534,375
                                                                      59,321,534
Electronics - Semiconductors - 1.6%
          98,175   Analog Devices, Inc.*                               3,546,572
         133,975   Cyrix Corp.*                                        4,287,200
         232,500   ESS Technology, Inc.*                               6,975,000
         110,725   LSI Logic Corp.*                                    5,217,916
         125,000   TranSwitch Corp.*                                   1,593,750
         284,475   VLSI Technology, Inc.*                              6,685,163
                                                                      28,305,601
Engineering and Construction - 0.6%
          22,722   Metra Oy - A**                                        995,991
         225,879   Metra Oy - B**                                      9,794,673
                                                                      10,790,664
Entertainment - 0.6%
         142,400   Lodgenet Entertainment Corp.*                       1,637,600
         300,000   Speedway Motorsports, Inc.*                         8,850,000
                                                                      10,487,600
Environmental Control - 1.4%
         789,500   Catalytica, Inc.*                                   3,750,125
         291,875   Continental Waste Industries, Inc.*                 5,034,844
         386,975   United Waste Systems, Inc.*                        15,285,513
                                                                      24,070,482
Financial - Bank Commercial - 2.5%
         300,000   City National Corp.                                 3,975,000
         199,850   First Empire State Corp.                           39,320,488
                                                                      43,295,488
Financial - Savings/Loan/Thrift - 0.7%
         200,000   ISB Financial Corp.                                 3,350,000
         697,000   Klamath First Bancorp, Inc.*,#                      8,886,750
                                                                      12,236,750
Financial Services - 2.4%
         650,000   Credit Acceptance Corp.*                           15,275,000
         115,000   Envoy Corp.*                                        1,495,000
         121,000   First Financial Caribbean Corp.                     2,155,312
       1,723,875   World Acceptance Corp.*,#                          22,410,375
                                                                      41,335,687
Food Processing - 0.5%
         105,370   Cultor Oy - Series I**                              4,320,783
          70,436   Cultor Oy - Series II**                             2,921,485
          36,989   Huhtamaki Group - Series I**                        1,098,347
                                                                       8,340,615

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Food Wholesale - 0.6%
         683,625   J.P. Foodservice, Inc.*                      $     10,425,281
Forest Products and Paper - 2.0%
          97,500   Caraustar Industries, Inc.                          1,828,125
       2,162,617   Munksjo A.B.#,**                                   15,658,136
       1,643,596   Repap Enterprises, Inc.*                           10,375,200
       5,132,368   Rottneros Bruks A.B.**                              6,812,707
                                                                      34,674,168
Furniture and Home Appliances - 0.7%
         178,675   Industrie Natuzzi S.p.A. (ADR)               $      7,147,000
         192,550   Singer Company N.V. (The)                           4,524,925
                                                                      11,671,925
Holding Companies - Diversified - 0.1%
          74,315   Kinnevik A.B. - Class B**                           2,062,593
Homebuilders - 0.4%
         505,425   Southern Energy Homes, Inc.*                        7,455,019
Insurance - Life - 1.4%
         146,925   Liberty Financial Companies, Inc.                   4,077,169
         310,250   PennCorp Financial Group, Inc.                      7,407,219
         452,425   Protective Life Corp.                              12,894,112
                                                                      24,378,500
Insurance - Multiline - 0.3%
         190,000   Poe & Brown, Inc.                                   4,631,250
          40,000   United Dental Care, Inc.*                           1,220,000
                                                                       5,851,250
Insurance - Property and Casualty - 0.7%
         100,000   Executive Risk, Inc.                                2,200,000
         262,550   Progressive Corp.                                  10,895,825
                                                                      13,095,825
Iron and Steel - 0.2%
         357,185   SSAB Svenskt Stal A.B. - Class A**                  3,582,895
Leisure Time - 0.1%
         227,300   Golf Enterprises, Inc.*                             2,557,125
Lodging - 0.4%
         368,550   Hammons (John Q.) Hotels, Inc.*,#                   4,330,462
         165,800   Renaissance Hotel Group N.V.*                       3,233,100
                                                                       7,563,562
Machinery - Diversified - 0.4%
          66,800   Duracraft Corp.*,#                                  1,452,900
         614,400   Westinghouse Air Brake Co.*                         5,376,000
                                                                       6,828,900
Medical - Biotechnology - 0.5%
          60,000   DepoTech Corp.*                                       870,000
         323,800   KeraVision, Inc.*                                   4,007,025
         220,000   Lifecore Biomedical, Inc.*                          2,172,500
          60,000   Norland Medical Systems, Inc.*                      1,260,000
                                                                       8,309,525
Medical - Hospital Management Services - 1.2%
       2,991,816   Ashbourne PLC#,**                                   6,809,134
         133,300   Horizon Mental Health Management, Inc.*             2,066,150
         170,025   MedPartners, Inc.*                                  4,760,700
          78,600   PacifiCare Health Systems, Inc. - Class B*          5,718,150
          55,850   Total Renal Care Holdings, Inc.*                    1,137,944
                                                                      20,492,078


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       29
<PAGE>

                      JANUS VENTURE FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Medical Supplies - 7.0%
         360,000   Exogen, Inc.*                                $      5,040,000
         395,150   Gulf South Medical Supply, Inc.*                    8,199,362
         149,000   HemaSure, Inc.*                                     1,899,750
         124,375   ICU Medical, Inc.*                                  1,585,781
         130,025   I-Stat Corp.*                                       4,030,775
         242,000   Isolyser Co., Inc.*                                 4,325,750
         428,300   Landauer, Inc.#                                     8,405,388
         150,000   Lunar Corp.*                                        5,587,500
         443,400   MiniMed, Inc.*                                      4,101,450
         242,510   Nellcor Puritan Bennett, Inc.*                     13,944,325
         725,325   Omnicare, Inc.                                     26,293,031
         478,825   Sofamor Danek Group, Inc.*                         11,731,213
         345,800   Spine-Tech, Inc.*                                   6,570,200
         323,000   STERIS Corp.*                                      10,901,250
         125,425   Target Therapeutics, Inc.*                          9,720,437
         170,775   VidaMed, Inc.*                                      1,216,772
                                                                     123,552,984
Metal Fabrication - 0.8%
         708,525   TriMas Corp.                                       14,701,894
Mining - 2.9%
       1,257,845   Minerals Technologies, Inc.#                       50,156,569
Miscellaneous - Manufacturing - 2.3%
         485,000   ABC Rail Products, Corp.*,#                        10,791,250
         750,000   Lydall, Inc.*                                      17,062,500
         524,400   Simula, Inc.*,#                                    11,471,250
          50,000   Trigen Energy Corp.                                   875,000
                                                                      40,200,000
Oil and Gas - Equipment/Services - 0.3%
         266,800   Petroleum Geo-Services A/S (ADR)*                   5,169,250
Packaging and Containers - 1.6%
         144,900   Intertape Polymer Group, Inc.                       4,202,100
         210,875   Liqui-Box Corp.                                     5,746,344
         662,700   Sealed Air Corp.*                                  17,478,712
                                                                      27,427,156
Personal Credit - 0.4%
         553,425   AmeriCredit Corp.*                                  6,779,456
Pharmaceuticals - 5.1%
         170,000   Agouron Pharmaceuticals, Inc.*                      4,420,000
         450,000   Genzyme Corp.*                                      8,043,750
         265,000   Gilead Sciences, Inc.*                              5,167,500
         150,000   Guilford Pharmaceuticals, Inc.*                     2,475,000
       1,449,350   R.P. Scherer Corp.*,#                              64,496,076
         175,000   Sepracor, Inc.*                                     2,953,125
         100,000   TheraTech, Inc.*                                    1,875,000
                                                                      89,430,451
Real Estate - 0.2%
         100,000   Insignia Financial Group, Inc. - Class A*           2,700,000
         100,000   NHP, Inc.*                                          1,425,000
                                                                       4,125,000
Real Estate Investment Trust - 0.4%
         405,000   Prime Residential, Inc.                             7,087,500

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Restaurants and Food Services - 4.2%
         100,000   Apple South, Inc.                            $      2,050,000
         130,000   Daka International, Inc.*                           3,948,750
         528,950   DavCo Restaurants, Inc.*,#                          6,744,112
         182,225   Lone Star Steakhouse & Saloon, Inc.*                7,038,441
         706,900   Papa John's International, Inc.*,#                 27,215,650
         621,900   Quality Dining, Inc.*,#                            12,127,050
          57,600   Sonic Corp.*                                        1,267,200
       1,297,687   Wetherspoon (J.D.) PLC**                           13,064,833
                                                                      73,456,036
Retail - Department Stores - 0.7%
         110,000   Dollar Tree Stores, Inc.*                           2,970,000
         600,000   Renters Choice, Inc.*,#                            10,050,000
                                                                      13,020,000
Retail - Grocery - 0.3%
         201,100   Casey's General Stores, Inc.                        4,625,300
Retail - Special Line - 1.9%
         172,000   Creative Computers, Inc.*                           4,988,000
         218,000   Hollywood Entertainment Corp.*                      5,831,500
           1,637   Moebel Walther A.G.**                                 749,744
         210,825   O'Reilly Automotive, Inc.*                          6,904,519
          50,000   Petco Animal Supplies, Inc.*                        1,400,000
         290,750   Viking Office Products, Inc.*                      12,938,375
                                                                      32,812,138
Telecommunications - 10.1%
         120,000   A+ Network, Inc.*                                   1,680,000
       1,260,725   Arch Communications Group, Inc.*,#                 34,197,166
         307,500   CAI Wireless Systems, Inc.*                         2,536,875
         155,000   C-TEC Corp.*                                        3,255,000
         250,000   California Microwave, Inc.*                         5,500,000
         429,250   Clearnet Communications, Inc. - Class A*            6,385,094
         731,200   CommNet Cellular, Inc.*,#                          18,371,400
         288,800   Metrocall, Inc.*                                    7,220,000
         723,900   MobileMedia Corp.*                                 19,002,375
       3,305,802   Paging Network, Inc.*,#                            76,033,447
          97,425   PriCellular Corp. - Class A*                        1,266,525
         150,000   WinStar Communications, Inc.*                       2,493,750
                                                                     177,941,632
Telecommunications Equipment - 2.1%
         408,475   Metricom, Inc.*                                     6,790,897
         517,608   Nokia A.B. - Class A**                             29,641,727
          50,000   Wireless One, Inc.*                                   587,500
                                                                      37,020,124
Tobacco - 0.5%
         286,500   Mafco Consolidated Group, Inc.*                     6,517,875
         345,000   PT Hanjaya Mandala Sampoerna*                       3,191,629
                                                                       9,709,504
Toys - 0.2%
         259,950   ERO. Inc.*                                          1,494,712
         119,200   Play By Play Toys & Novelties, Inc.*                1,281,400
                                                                       2,776,112
Transportation-Railroad - 4.2%
       1,214,050   Wisconsin Central Transportation Corp.#            73,146,513
Wholesale-Special Line - 0.2%
         273,125   FinishMaster, Inc.*,#                               3,755,469
Total Common Stock (cost $1,264,226,159)                           1,569,932,895


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       30
<PAGE>

                      JANUS VENTURE FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Preferred Stock - 4.0%
Computer Software and Services -3.3%
         372,803   SAP A.G.**                                   $     57,179,186
Retail-Special Line - 0.7%
          27,894   Moebel Walther A.G.**                              12,874,458
Total Preferred Stock (cost $41,251,750)                              70,053,644
Warrants - 0.3%
          24,000   Heartland Wireless Communications, Inc. -
                   exp. 4/15/00*,+                                       252,000
         105,125   Littelfuse, Inc. - exp. 12/27/01*                   2,667,547
         500,000   Nordic American Tanker Shipping, Ltd. -
                   exp. 9/30/97*                                       2,125,000
Total Warrants (cost $4,490,564)                                       5,044,547
Corporate Bonds - 1.4%
Broadcasting, Radio and Television - 0.2%
$      4,000,000   Heartland Wireless Communications, Inc.,
                   13.00% senior notes, due 4/15/03+                   4,190,000

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Telecommunications - 1.2%
$     30,000,000   PriCellular Wireless Corp., 12.25%
                   senior discount notes, due 10/1/03           $     21,825,000
Total Corporate Bonds (cost $24,897,310)                              26,015,000
Money Market - 0.8%
      14,400,000   Janus Money Market Fund, 5.90%                     14,400,000
                   (cost $14,400,000)
Short-Term Corporate Notes - 3.3%
                  General Electric Capital Corp.
      57,300,000   5.83%, 11/1/95                                     57,300,000
                   (amortized cost $57,300,000)
Total Investments - 99.4% (total cost $1,406,565,783)              1,742,746,086
Cash, Receivables and Other Assets, net of Liabilities - 0.6%         10,454,610
Net Assets - 100%                                                 $1,753,200,696

                       FORWARD FOREIGN CURRENCY CONTRACTS

Open at October 31, 1995

<TABLE>
<CAPTION>
                                                                                   Currency            Currency          Unrealized
Fund                          Currency Sold and Settlement Date                  Units Sold      Value in $ U.S.         Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                               <C>               <C>                 <C>         
Janus Venture Fund            British Pound 1/24/96                               6,925,150         $10,925,809         $   (28,844)
                              British Pound 3/28/96                               2,977,000           4,689,668             (15,778)
                              Finnish Markka 11/9/95                             20,916,000           4,931,391              49,795
                              Finnish Markka 1/24/96                            121,000,000          28,566,707            (612,450)
                              Finnish Markka 1/25/96                             54,485,000          12,863,585            (192,655)
                              German Deutschemark 12/14/95                       20,000,000          14,238,929             140,250
                              German Deutschemark 2/8/96                         14,936,000          10,663,240              33,602
                              German Deutschemark 2/12/96                        12,409,000           8,861,040              26,974
                              German Deutschemark 3/28/96                        42,777,000          30,607,470          (1,516,778)
                              Swedish Krona 11/9/95                              22,000,000           3,317,850            (227,745)
                              Swedish Krona 11/21/95                            128,000,000          19,282,916          (1,490,363)
                                                                                                   $148,948,605         $(3,833,992)
</TABLE>


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       31
<PAGE>

JANUS WORLDWIDE FUND                        Portfolio Manager, Helen Young Hayes

PERFORMANCE REVIEW

     Although  several  European  markets  posted  records during the year ended
October 31, 1995, in general  foreign  markets failed to keep pace with the U.S.
rally. Janus Worldwide Fund gained 8.89% for the twelve-month  period,  modestly
underperforming the Morgan Stanley International World Index, which gained 9.48%
for the same period. Both returns include net dividends reinvested.(1)

     For the  twelve-month  period,  the Fund's total  return  ranked in the top
quartile (25%), of global funds tracked by Lipper Analytical  Services,  Inc., a
mutual fund rating  company.  Janus  Worldwide Fund was 28th out of 120 funds in
Lipper's Global Fund category.(2)

     Ideas That Worked.  Stockpicking matters. In Europe, we own a diverse group
of growth stocks focused in Germany and Sweden that have  outperformed the local
markets. In Germany,  Fresenius (medical products),  Fielmann  (retailing),  SGL
Carbon (carbon electrodes),  Gehe  (pharmaceuticals),  and SAP (software) bested
the   markets.   In   Sweden,    Assa-Abloy   (housing    accessories),    Astra
(pharmaceuticals),   Securitas  (security  personnel),  and  Sparbanken  Sverige
(banking) also produced excellent returns. We saw stellar performances from such
diverse U.S.  holdings as HFS  (lodging),  Citicorp,  and  Federated  Department
Stores.

     We Might Have Done Better.  Performance  was held back by our  conservative
strategy early in the year,  when rising  interest  rates in the U.S.  attracted
investment  away from  foreign  markets.  The Fund  held 35% cash in the  fourth
calendar quarter of 1994.  Currency hedging,  though moderate,  also constrained
performance  into early 1995, when the dollar continued to fall to historic lows
against the Japanese yen and German mark. The Fund's largest  position,  Swedish
conglomerate  Kinnevik,  has not  performed  this year  because the company took
several one-time expenses and the Scandinavian television market was weaker than
expected. However, Kinnevik is moving to increase shareholder value. The company
recently  announced it intends to break up into four different  divisions.  Like
many conglomerates, Kinnevik's parts are worth more than the whole.

COMPOSITION OF THE PORTFOLIO

     At year end, the portfolio was approximately 93.7% invested in equities, up
from 79.7% when the year began.  European  stocks  accounted for 45.1% of assets
compared to 45.2%;  the Pacific Rim was 26.6% versus 14.2%, and Japan was 16.9%,
versus 9.4%.  Investment in Japan was increased  during the fourth  quarter when
the dollar bottomed definitively against the yen and the Japanese economy showed
signs of acceleration.  The largest ten positions made up 28.3% of the portfolio
at year end.

- --------------------------------------------------------------------------------
Ten Largest Holdings               October 31, 1995         October 31, 1994
Kinnevik                                  5.1%                      5.3%
Roche Holdings                            3.3%                      0.9%
SAP AG                                    3.3%                      --
NTT Data                                  2.6%                      --
HFS, Inc.                                 2.6%                      --
Wolters Kluwer                            2.6%                      2.4%
Ciba-Geigy                                2.3%                      --
PT Hanjaya Mandala Sampoerna              2.3%                      0.7%
Getronics                                 2.1%                      --
Astra                                     2.1%                      5.4%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top Five Industries                October 31, 1995         October 31, 1994
Pharmaceuticals                          11.8%                     12.7%
Computers - Software and Services         9.4%                      0.3%
Holding Companies - Diversified           7.8%                      5.3%
Publishing and Printing                   4.7%                      5.6%
Financial - Bank Commercial               4.3%                      4.3%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Top 5 Countries                    October 31, 1995         October 31, 1994
Japan                                    16.9%                      9.4%
United States(3)                         16.3%                     10.5%
Sweden                                   12.5%                     20.2%
Germany                                   9.5%                      3.3%
Switzerland                               7.6%                      0.9%
- --------------------------------------------------------------------------------

PORTFOLIO THEMES

     Multinational  Pharmaceuticals.  Roche,  Sandoz,  Astra,  and Ciba-Geigy in
Europe, and Pfizer in the U.S., either have or are developing blockbuster drugs.
Astra's anti-ulcer drug Losec is the best-selling treatment in Europe, and Astra
has a new  asthma  drug in  development.  Sandoz is  developing  a drug to treat
Alzheimer's.

     Information  Technology.  Demand  for  systems  to  automate  all facets of
corporate  operations  has  exploded in the past five years.  SAP is the largest
international   provider  of  integrated  software.   Getronics  is  a  software
consultant.

     Outsourcing.  Many corporate  operations,  including  information  and data
processing,  are more  cost-effective  if handled by  outside  specialists.  EDS
(General  Motors E),  First  Data,  which  recently  acquired  competitor  First
Financial Management, and NTT Data Communications are data processors benefiting
from the outsourcing phenomenon.

     Telecommunications.  The boom in technology has created affordable cellular
communications  and a very strong  demand  cycle.  Nokia,  the Finnish  cellular
equipment manufacturer, Kinnevik, and DDI, an independent Japanese long-distance
provider, should profit from consumer enthusiasm for cellular communications.

GLOBAL STRATEGY

     The  Janus  Worldwide  Fund  looks for  individual  companies  with  strong
earnings  growth.  As foreign  markets and economies  continue to deregulate and
open to global  investment,  new and exciting  investment  opportunities  should
increase. Most mature economies are experiencing moderate growth, low inflation,
and stable  interest rates.  Many  developing  economies are working to attain a
similar  climate.  Over time,  these efforts should  continue to create exciting
markets.

     Thank you for your investment in Janus Worldwide Fund.

- -----------------------------
(1)  Net dividends  reinvested  are the  dividends  that remain to be reinvested
     after foreign tax  obligations  have been met. Such  obligations  vary from
     country to country.
(2)  A Global  Fund is  defined  by Lipper  Analytical  Services  as one  "which
     invests at least 25% of its portfolio in securities  traded  outside of the
     United  States and may own U.S.  securities as well." This ranking is based
     on total return,  including reinvestment of dividends and capital gains for
     the stated period. Past performance is not predictive of future results.
(3)  Not including short-term securities.


                   Janus Funds October 31, 1995 Annual Report

                                       32
<PAGE>

JANUS WORLDWIDE FUND                        Portfolio Manager, Helen Young Hayes

PERFORMANCE OVERVIEW
[line graph]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in Janus Worldwide Fund and the Morgan Stanley  International World Index. Janus
Worldwide  Fund  is   represented   by  a  solid  green  line.   Morgan  Stanley
International  World Index is represented by a single dashed black line. The "y"
axis reflects the value of the investment. The "x" axis reflects the computation
periods from inception,  May 15, 1991, through October 31, 1995. The upper right
quadrant  reflects  the ending  value of the  hypothetical  investment  in Janus
Worldwide Fund ($20,388) as compared to the Morgan Stanley  International  World
Index ($14,819). There is a legend in the upper left quadrant of the graph which
indicates  Janus  Worldwide  Fund's  one-year and since inception (May 15, 1991)
average annual total returns as 8.89% and 17.32%, respectively.

Source - Lipper Analytical  Services,  Inc. 1995. All returns reflect reinvested
dividends.
Past performance is not predictive of future performance.  Investment return and
principal value may fluctuate so that shares,  when redeemed,  may be worth more
or less than their original cost.
The Fund's portfolio may differ  significantly from the securities in the index.
The index is unmanaged.



                     JANUS WORLDWIDE FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Common Stock - 88.6%
Aerospace and Defense - 1.0%
       2,226,000   Mitsubishi Heavy Industries, Ltd.**          $     17,215,389
Auto and Truck - 2.2%
         290,670   Bajaj Auto, Ltd. (GDR)*,#,+                         7,848,090
         100,367   Volkswagen A.G.**                                  31,607,444
                                                                      39,455,534
Brewery - 0.4%
      10,965,000   CIA Cervejaria Brahma                               4,185,723
         266,450   Erciyas Biracilik Ve Malt Sanayii (GDR)*,+          3,376,721
                                                                       7,562,444
Broadcasting, Radio and Television - 0.4%
          32,700   Bell Cablemedia PLC (ADR)*                            486,413
          30,000   Central European Media Enterprises, Ltd.              690,000
          16,800   Grupo Televisa S.A. de C.V. (GDR)                     287,700
         141,500   Heritage Media Corp. - Class A*                     3,926,625
          77,000   NYNEX CableComms Group, Inc. (ADR)*                 1,559,250
          38,500   TeleWest PLC (ADR)*                                 1,068,375
                                                                       8,018,363
Building Materials - 0.3%
       2,435,500   PT Semen Cibinong                                   6,383,799
Chemicals - 0.1%
         114,595   Reliance Industries (GDS)*                          1,789,974
Closed End Funds - 0.1%
         281,425   NIS Regional Fund*,+                                1,772,977
Commercial Services - 2.4%
           1,449   Grand Optical Photoservice**                          155,298
         878,727   Securitas A.B. - Class B#,**                       34,064,837
         258,003   WM-Data A.B. - Class B#,**                          9,495,849
                                                                      43,715,984

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Computer Software and Services - 6.1%
         116,950   First Data Corp.                             $      7,733,318
         330,300   General Motors Corp. - Class E                     15,565,388
         805,274   Getronics N.V.                                     38,431,442
         128,567   JBA Holdings PLC**                                    784,352
           1,902   NTT Data Communications Systems Corp.**            47,727,112
                                                                     110,241,612
Computers - 1.6%
          32,670   Frontec A.B. - Class B*,**                            788,475
         237,475   Sun Microsystems, Inc.*                            18,523,050
         230,000   Tokyo Electron, Ltd.**                             10,009,802
                                                                      29,321,327
Electrical Equipment - 1.4%
       2,460,000   Hitachi, Ltd.**                                    25,318,564
Electronics - 2.2%
         337,000   Kyocera Corp.*,**                                  27,681,435
          75,000   Nokia Corp. (ADR) - Class A                         4,181,250
          90,700   Sony Corp.**                                        4,089,590
          47,150   Sony Corp. (ADR)                                    2,157,113
         203,000   Victor Co. of Japan, Ltd.*,**                       2,168,888
                                                                      40,278,276
Electronics - Semiconductors - 1.5%
         452,000   Rohm Co.**                                         27,513,428
Engineering and Construction - 1.1%
         425,359   Metra Oy - B**                                     18,444,619
       1,076,000   New World Infrastructure, Ltd.*,+                   1,892,895
                                                                      20,337,514
Entertainment - 1.1%
         839,979   Thorn EMI PLC**                                    19,555,353


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       33
<PAGE>

                     JANUS WORLDWIDE FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Financial - Bank Commercial - 4.3%
         305,529   Bangkok Bank Co., Ltd.                       $      3,157,294
         485,000   Dai-Ichi Kangyo Bank, Ltd.**                        8,224,367
          91,325   First Interstate Bancorp                           11,780,925
         854,347   Fokus Bank A.S.+                                    4,526,886
       1,006,000   HSBC Holdings PLC                                  14,639,493
         804,000   Mitsui Trust and Banking Co., Ltd.*,**              6,446,500
         537,209   Nordbanken A.B.*,**                                 8,022,277
       3,415,000   PT Bank Dagang Nasional Indonesia+                  3,046,420
         781,000   Sakura Bank, Ltd.**                                 7,578,808
         426,000   Sanwa Bank, Ltd.**                                  7,265,634
         390,000   Thai Farmers Bank, Ltd.                             3,224,165
                                                                      77,912,769
Financial - Bank Money Center - 3.8%
         546,525   Chase Manhattan Corp.                              31,151,925
         481,775   Citicorp                                           31,255,153
         603,000   Sumitomo Trust and Banking Co., Ltd.*,**            6,974,514
                                                                      69,381,592
Financial - Savings and Loan - 0.2%
         308,788   Sparbanken Sverige A.B. - Class A**                 3,260,451
Financial Services - 1.6%
         10,378,975        Grupo Financiero Inbursa S.A. - Class C*   28,373,118
Food Processing - 1.2%
          68,357   Cultor Oy - Series I**                              2,803,034
         101,831   Cultor Oy - Series II**                             4,223,659
         250,099   Huhtamaki Group - Series I**                        7,426,407
          88,974   Nutricia Vereenigde Bedrijven N.V.                  6,907,919
                                                                      21,361,019
Forest Production and Paper - 0.3%
       3,520,306   Rottneros Bruks A.B.*,**                            4,672,855
Furniture and Home Appliances - 0.7%
         332,625   Industrie Natuzzi S.p.A. (ADR)                     13,305,000
Holding Company - Diversified - 7.8%
       6,296,700   Citic Pacific, Ltd.                                19,670,060
       9,366,000   First Pacific Co.                                  10,782,506
       2,477,600   Grupo Carso S.A. de C.V. - Series A1*              13,195,150
         910,000   Hutchison Whampoa, Ltd.                             5,014,487
       3,320,139   Kinnevik A.B. - Class B#,**                        92,149,611
                                                                     140,811,814
Household Products - 0.5%
         228,700   Amway Japan, Ltd.**                                 8,742,697
Industrial Materials - Special - 0.1%
         113,300   Malbak, Ltd.+                                         736,450
Iron and Steel - 0.1%
         235,743   SSAB Svenskt Stal A.B. - Class A**                  2,364,719
Leisure Time - 0.4%
       2,318,690   Tabcorp Holdings, Ltd.*                             6,432,046
Lodging - 4.1%
         188,893   Accor S.A.**                                       22,490,026
         756,925   HFS, Inc.*                                         46,361,656
         254,275   Renaissance Hotel Group N.V.*                       4,958,363
                                                                      73,810,045
Machine - Diversified - 0%
          31,935   IRO A.B.+,**                                         390,185
Medical - Hospital Management Service - 0.6%
         145,650   Horizon Healthcare Corp.*                           2,949,413
       2,546,069   Takare PLC**                                        8,249,327
                                                                      11,198,740
Medical Supplies - 0.9%
          62,050   Gelman Sciences, Inc.                               1,326,319
          54,094   Getinge Industrier A.B. - Class B**                 2,309,163

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Medical Supplies (continued)
         180,000   Nellcor Puritan Bennett, Inc.*               $     10,350,000
          67,666   Scandinavian Mobility International*,+              1,610,357
                                                                      15,595,839
Metals - Diversified - 0.5%
         344,854   Hoganas A.B. - Class B**                            9,311,240
Mining - 1.2%
         338,704   SGL Carbon A.G.*,#,+,**                            22,198,664
Miscellaneous - Manufacturing - 2.7%
       2,309,126   Assa-Abloy A.B. - Class B*,**                      15,325,672
         162,354   Barco N.V.                                         18,288,035
         160,748   Orkla A/S - Class A                                 8,310,991
       2,425,000   Thorn Lighting+,**                                  6,515,611
                                                                      48,440,309
Office and Business Equipment - 1.8%
         969,000   Canon, Inc.**                                      16,621,740
         260,192   Oce-Van Der Grinten N.V.                           14,924,197
                                                                      31,545,937
Oil and Gas - Equipment and Services - 0.2%
         183,725   Petroleum Geo - Services A/S (ADR)*                 3,559,672
Packaging and Containers - 1.3%
         691,650   Crown Cork & Seal Co., Inc.*                       24,121,294
Pharmaceuticals - 11.8%
       1,038,787   Astra A.B. - Class A**                             38,232,751
          48,370   Ciba-Geigy Corp. A.G.**                            41,727,640
         106,200   Pfizer, Inc.                                        6,093,225
           8,205   Roche Holding A.G.**                               59,587,366
         360,525   R.P. Scherer Corp.*                                16,043,363
          39,018   Sandoz A.G. - Class R**                            32,457,755
         403,000   Sankyo Co., Ltd.**                                  8,887,963
         421,000   Yamanouchi Pharmaceutical Co., Ltd.*,**             9,408,743
                                                                     212,438,806
Publishing and Printing - 4.5%
         265,052   Elsevier N.V.                                       3,426,962
       2,774,687   News Corp., Ltd.*                                  12,135,702
         959,500   News Corp., Ltd. (ADR)                             19,070,062
         507,287   Wolters Kluwer N.V.                                46,169,610
                                                                      80,802,336
Real Estate - 0.9%
       8,890,000   Henderson Investment, Ltd.                          7,244,657
         699,000   Mitsui Fudosan Co.*,**                              8,016,369
                                                                      15,261,026
Retail - Apparel - 0.5%
         226,000   Fila Holdings S.p.A. (ADR)                          9,746,250
Retail - Department Stores - 1.5%
         793,950   Federated Department Stores, Inc.*                 20,146,481
       3,559,000   PT Matahari Putra Prima                             7,447,246
                                                                      27,593,727
Retail - General Merchandise - 0.2%
         308,000   Pao De Acucar S.A.+                                 3,234,000
Retail - Grocery - 0.5%
         162,000   Ito-Yokado Co., Ltd.**                              8,876,494
Telecommunications - 2.1%
         112,675   AirTouch Communications, Inc.*                      3,211,238
         329,075   Korea Mobile Telecommunications, Inc.*,#,+         12,093,506
          72,200   Millicom International Cellular S.A.*               2,382,600
         139,150   Paging Network, Inc.*                               3,200,450
         404,951   Telecomunicacoes Brasileiras S.A. (ADR)            16,198,040
          38,500   Videotron Holdings PLC (ADR)*                         507,719
                                                                      37,593,553


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       34
<PAGE>

                     JANUS WORLDWIDE FUND October 31, 1995

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Telecommunications Equipment - 0.9%
         291,073   Nokia A.B. - Class A**                       $     16,668,804
Textiles - 0.4%
         250,000   Gucci Group                                         7,500,000
Tobacco - 2.3%
       4,433,500   PT Hanjaya Mandala Sampoerna*                      41,014,756
Toys - 1.2%
         724,575   Mattel, Inc.                                       20,831,531
Utilities - Electric - 1.0%
       6,418,889   Consolidated Electric Power Asia, Ltd.             12,994,206
         233,625   Consolidated Electric Power Asia, Ltd. (ADR)+       4,729,505
                                                                      17,723,711
Utilities - Telecommunications - 2.8%
           4,688   DDI Corp.**                                        38,094,020
       1,427,541   Telecom Italia Mobile S.p.A.*                       2,407,067
         645,890   Telefonica de Espana S.A.                           8,156,380
          58,100   Telefonica de Espana S.A. (ADR)                     2,186,013
                                                                      50,843,480
Wholesale-Special Line - 1.8%
          66,883   Gehe A.G.**                                        32,816,980
Total Common Stock (cost $1,429,832,101)                           1,598,952,447
Preferred Stock - 5.1%
Computer Software and Services - 3.3%
         383,783   SAP A.G.**                                         58,863,259
Financial-Bank Commercial - 0%
       3,481,000   Banco Bradesco S.A.                                    32,586
Medical Supplies - 1.0%
          22,653   Fresenius A.G.**                                   18,096,020
Publishing and Printing - 0.2%
         862,757   News Corp., Ltd.                                    3,934,171
Retail-Department Stores - 0%
      14,639,000   Lojas Americanas S.A.                                 350,215
Retail-Special Line - 0.2%
          64,615   Fielmann A.G.*,**                                   3,555,820
Telecommunications - 0%
          91,000   Telecomunicacoes Brasileiras S.A.                       3,693
Utilities-Electric - 0.4%
      25,686,000   Centrais Eletricas Brasileiras S.A. - Class B       7,320,536
Total Preferred Stock (cost $68,070,563)                              92,156,300

Shares or
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Money Market - 1.0%
$      4,500,000   Janus Government Money Market Fund, 5.85%    $      4,500,000
      13,000,000   Janus Money Market Fund, 5.90%                     13,000,000
Total Money Market (cost $17,500,000)                                 17,500,000
Short-Term Corporate Notes - 3.2%
      57,600,000   General Electric Capital Corp., 5.83%, 11/1/95
                   (amortized cost $57,600,000)                       57,600,000
Total Investments - 97.9% (total cost $1,573,002,664)              1,766,208,747
Cash, Receivables and Other Assets, net of Liabilities - 2.1%         38,144,871
Net Assets - 100%                                                 $1,804,353,618

                       SUMMARY OF INVESTMENTS BY COUNTRY
                                October 31, 1995

Country                       % of Investment Securities            Market Value
- --------------------------------------------------------------------------------
Australia                               2.4%                          41,571,982
Belgium                                 1.0%                          18,288,035
Brazil                                  1.8%                          31,324,793
Denmark                                 0.1%                           1,610,357
Finland                                 3.0%                          53,747,776
France                                  1.3%                          22,645,430
Germany                                 9.5%                         167,138,188
Hong Kong                               4.4%                          76,967,813
India                                   0.5%                           9,638,064
Indonesia                               3.2%                          57,892,224
Italy                                   1.9%                          32,958,317
Japan                                  16.9%                         299,022,139
Korea                                   0.7%                          12,093,506
Mexico                                  2.4%                          41,855,968
Netherlands                             6.2%                         109,860,133
Norway                                  0.7%                          12,837,878
Russia                                  0.1%                           1,772,977
South Africa                            0.0%                             736,450
Spain                                   0.6%                          10,342,393
Sweden                                 12.5%                         220,388,043
Switzerland                             7.6%                         133,772,764
Thailand                                0.4%                           6,381,460
Turkey                                  0.2%                           3,376,721
United Kingdom                          2.1%                          36,302,363
United States+                         20.5%                         363,682,973
Total                                 100.0%                      $1,766,208,747
- --------------------------------------------------------------------------------
+ Includes Short-Term Securities



                       FORWARD FOREIGN CURRENCY CONTRACTS

Open at October 31, 1995

<TABLE>
<CAPTION>
                                                                                 Currency             Currency           Unrealized
Fund                          Currency Sold and Settlement Date                Units Sold       Value in $ U.S.          Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                            <C>                <C>                  <C>        
Janus Worldwide Fund          British Pound 1/25/96                            13,061,000       $   20,605,033       $       49,898
                              Finnish Markka 11/9/95                           80,520,000           18,984,298              146,273
                              Finnish Markka 1/25/96                           66,833,000           15,778,874             (236,316)
                              French Franc 12/14/95                            38,635,000            7,911,010             (307,342)
                              French Franc 3/14/96                             65,000,000           13,291,890             (412,952)
                              German Deutschemark 1/25/96                     139,269,000           99,364,298              968,613
                              Japanese Yen 11/21/95                         5,206,000,000           50,985,881            7,322,755
                              Japanese Yen 1/25/96                          1,705,831,000           16,708,141            1,649,306
                              Japanese Yen 2/8/96                          12,800,000,000          125,375,023           11,461,851
                              Japanese Yen 3/14/96                          5,000,000,000           48,977,065            1,704,953
                              Swedish Krona 11/9/95                           409,562,000           61,766,604           (4,239,812)
                              Swedish Krona 1/25/96                           964,886,400          144,699,679           (8,839,112)
                              Swiss Franc 11/9/95                              35,188,000           31,016,307             (549,187)
                                                                                                  $655,464,103       $    8,718,928
</TABLE>


See Notes to Schedule of Investments

                   Janus Funds October 31, 1995 Annual Report

                                       35
<PAGE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                       Janus            Janus             Janus
                                                                        Janus         Balanced        Enterprise   Growth and Income
For the year ended October 31, 1995 (all numbers in thousands)           Fund           Fund             Fund              Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>              <C>              <C>      
Investment Income:
  Interest                                                           $   104,338      $  2,803         $  1,927         $   4,158
  Dividends                                                              121,288         1,351            3,187             7,329
  Foreign Tax Withheld                                                    (2,840)          (29)            (107)             (147)
                                                                         222,786         4,125            5,007            11,340
Expenses:
  Advisory fees                                                           69,102           879            3,079             3,704
  Transfer agent fees and expenses                                        17,011           367            1,451             1,676
  Registration fees                                                          109            34               82                31
  Postage and mailing expenses                                             2,196            78              210               301
  Custodian fees                                                           2,590            38              110                79
  Printing expenses                                                         --               9               37                59
  Audit fees                                                                  41             9               13                12
  Trustees' fees and expenses                                                130             2                5                11
  Other expenses                                                             360            27               26                38
Total expenses                                                            91,539         1,443            5,013             5,911
Expense and fee offsets                                                     (932)          (26)             (97)             (104)
Net expenses                                                              90,607         1,417            4,916             5,807
Net investment income/(loss)                                             132,179         2,708               91             5,533
Net Realized and Unrealized Gain/(Loss) on Investments:
Net realized gain/(loss)
  from securities transactions                                           582,514         7,579           32,364            85,303
Net realized gain/(loss)
  from foreign currency transactions                                     (33,923)         (196)          (2,586)           (1,192)
Net realized gain/(loss)
  from futures contracts                                                  (9,439)           98            1,013              --   
Change in net unrealized appreciation
  or depreciation of investments                                       1,433,338         8,194           29,273            20,058
Net gain/(loss) on investments                                         1,972,490        15,675           60,064           104,169
Net increase/(decrease) in
  net assets resulting from operations                               $ 2,104,669      $ 18,383         $ 60,155         $ 109,702
</TABLE>


STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
                                                                                                                             Janus
                                                                                         Janus             Janus             Growth
As of October 31, 1995                                                 Janus            Balanced        Enterprise        and Income
(all numbers in thousands except net asset value per share)             Fund              Fund              Fund              Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                 <C>               <C>               <C>      
Assets:
Investments at cost                                                $ 9,901,237         $ 111,344         $ 380,435         $ 499,804
Investments at value                                               $12,144,698         $ 121,102         $ 463,112         $ 581,566
Cash                                                                     2,453               122               577               641
Receivables:                                                                                                          
  Investments sold                                                     214,181             6,748             4,547            42,324
  Fund shares sold                                                      19,349               318             1,516             1,024
  Interest                                                               1,267               726              --                 472
  Dividends                                                             12,461                91               268               685
Foreign currency contracts                                                --                --                --                --  
Other assets                                                               104                 1                10                 7
    Total Assets                                                    12,394,513           129,108           470,030           626,719
Liabilities:                                                                                                          
Payables:                                                                                                             
  Investments purchased                                                374,148             4,059             9,618            41,928
  Fund shares repurchased                                                8,060                84               256               417
  Advisory fee                                                           6,651                85               292               358
  Transfer agent fee                                                     1,438                29               163               165
Accrued expenses                                                         1,838                47                99                96
Foreign currency contracts                                              39,408               259               232               792
    Total Liabilities                                                  431,543             4,563            10,660            43,756
Net Assets                                                         $11,962,970         $ 124,545         $ 459,370         $ 582,963
  Shares Outstanding, $0.01 Par Value                                                                                 
    (unlimited shares authorized)                                      511,868             9,076            16,925            32,158
Net Asset Value Per Share                                          $     23.37         $   13.72         $   27.14         $   18.13
</TABLE>


See Notes to Financial Statements

                   Janus Funds October 31, 1995 Annual Report

                                       36
<PAGE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                    Janus         Janus         Janus         Janus         Janus
                                                                   Mercury       Overseas       Twenty       Venture       Worldwide
For the year ended October 31, 1995 (all numbers in thousands)       Fund          Fund          Fund          Fund          Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>           <C>           <C>           <C>      
Investment Income:
  Interest                                                        $   9,678     $     794     $  12,385     $  11,885     $  14,324
  Dividends                                                           9,199           948        32,133         7,899        21,739
  Foreign Tax Withheld                                                 (784)         (119)         (700)         (289)       (2,476)
                                                                     18,093         1,623        43,818        19,495        33,587
Expenses:
  Advisory fees                                                       7,720           657        18,128        10,948        11,014
  Transfer agent fees and expenses                                    3,293           420         7,326         2,973         4,449
  Registration fees                                                     391            36            49            38           173
  Postage and mailing expenses                                          639            86           936           332           637
  Custodian fees                                                        460           120           511           368         1,210
  Printing expenses                                                     103            12            94           112           105
  Audit fees                                                             18            12            23            29            24
  Trustees' fees and expenses                                            29             2            47            24            20
  Other expenses                                                         43            21           148            83            47
Total expenses                                                       12,696         1,366        27,262        14,907        17,679
Expense and fee offsets                                                (155)          (25)         (349)         (165)         (154)
Net expenses                                                         12,541         1,341        26,913        14,742        17,525
Net investment income/(loss)                                          5,552           282        16,905         4,753        16,062
Net Realized and Unrealized Gain/(Loss) on Investments:
Net realized gain/(loss)
  from securities transactions                                      188,818         1,940       546,321       219,511        67,214
Net realized gain/(loss)
  from foreign currency transactions                                (13,022)          579       (13,084)       (5,335)      (15,333)
Net realized gain/(loss)
  from futures contracts                                              2,706          --            --            --           3,294
Change in net unrealized appreciation
  or depreciation of investments                                     83,666         6,447        47,686        67,671        65,211
Net gain/(loss) on investments                                      262,168         8,966       580,923       281,847       120,386
Net increase/(decrease) in
  net assets resulting from operations                            $ 267,720     $   9,248     $ 597,828     $ 286,600     $ 136,448
</TABLE>


STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
                                                            Janus          Janus          Janus             Janus            Janus
As of October 31, 1995                                     Mercury       Overseas         Twenty           Venture         Worldwide
(all numbers in thousands except net asset value per share)  Fund           Fund           Fund              Fund             Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>            <C>              <C>              <C>       
Assets:
Investments at cost                                     $1,345,948       $ 95,037       $2,518,301       $1,406,566       $1,573,003
Investments at value                                    $1,488,071       $104,913       $2,975,194       $1,742,746       $1,766,209
Cash                                                           656            539            1,544            1,758              542
Receivables:
  Investments sold                                          47,039          4,175           73,553           42,610           26,994
  Fund shares sold                                          16,674          2,483            1,931              665            7,830
  Interest                                                     165           --              1,718               96               83
  Dividends                                                    970            180            4,134              492            3,674
Foreign currency contracts                                    --               24             --               --              8,719
Other assets                                                     5              1               50               27               34
    Total Assets                                         1,553,580        112,315        3,058,124        1,788,394        1,814,085
Liabilities:
Payables:
  Investments purchased                                     17,520            187           50,512           29,219            5,485
  Fund shares repurchased                                    7,835          1,085            2,334              580            2,094
  Advisory fee                                                 878             75            1,702            1,031            1,049
  Transfer agent fee                                           367             32              902              317              476
Accrued expenses                                               494             70              397              212              627
Foreign currency contracts                                   5,718           --              6,526            3,834             --
    Total Liabilities                                       32,812          1,449           62,373           35,193            9,731
Net Assets                                              $1,520,768       $110,866       $2,995,751       $1,753,201       $1,804,354
  Shares Outstanding, $0.01 Par Value
    (unlimited shares authorized)                           87,495          9,571           99,445           29,453           65,255
Net Asset Value Per Share                               $    17.38       $  11.58       $    30.12       $    59.53       $    27.65
</TABLE>


AN EXPLANATION OF THE STATEMENT OF OPERATIONS

     This financial statement details the Funds' income, expenses, and gains and
losses  on  securities  and  currency  transactions  and  from  appreciation  or
depreciation of portfolio holdings. The first section in this statement,  called
"Investment  Income,"  reports the  dividends  earned  from stocks and  interest
earned from interest-bearing securities in the portfolio.

     The next section  reports the expenses  incurred by the Funds including the
advisory  fee  paid  to  the  investment  advisor,   the  transfer  agent  fees,
shareholder  servicing  expenses,  printing and postage for mailing  statements,
financial reports and prospectuses to investors.

     The last section  lists the increase or decrease in the value of securities
held in the  Fund's  portfolio.  Funds  realize a gain (or loss)  when they sell
their position in a particular security. Unrealized gain (or loss) refers to the
change in net  appreciation or depreciation of the Fund's  portfolio  during the
period. This figure is affected by both changes in the market value of portfolio
holdings and by gains (or losses) realized during the reporting period.


AN EXPLANATION OF THE STATEMENT OF ASSETS AND LIABILITIES

     This financial  statement is often  referred to as the "balance  sheet." It
lists the  assets  and  liabilities  of the Funds on the last day of the  fiscal
period.

     The Funds'  assets  are  calculated  by adding the value of the  securities
owned,  the receivable for securities  sold but not yet settled,  the receivable
for  dividends  declared,  but  not  yet  received,  on  stocks  owned,  and the
receivable  for Fund shares sold to investors  but not yet  settled.  The Funds'
liabilities include payables for securities purchased but not yet settled,  Fund
shares redeemed but not yet paid, and expenses owed but not yet paid.

     There  may be  other  assets  and  liabilities  such  as  forward  currency
contracts.

     The last line of this schedule reports the Funds' net asset value (NAV) per
share on the last day of the fiscal  period.  The NAV is  calculated by dividing
the fund's total net assets (assets minus  liabilities)  by the number of shares
outstanding.


                   Janus Funds October 31, 1995 Annual Report

                                       37
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
For the year ended October 31, 1995                                              Janus                            Janus
and the year                                        Janus                       Balanced                        Enterprise
or period ended October 31, 1994                     Fund                         Fund                             Fund
(all numbers in thousands)                    1995           1994          1995            1994           1995               1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>            <C>            <C>            <C>               <C>       
Operations:
Net investment income/(loss)             $    132,179    $   104,800    $   2,708      $   1,965      $      91         $    (858)
Net realized gain/(loss) from
  investment transactions                     539,152        112,901        7,481          2,772         30,791            13,842
Change in unrealized net appreciation
  or depreciation of investments            1,433,338       (143,484)       8,194         (3,493)        29,273            29,068
Net increase/(decrease) in net assets
  resulting from operations                 2,104,669         74,217       18,383          1,244         60,155            42,052
Dividends and Distributions to
Shareholders:
Net investment income*                         (4,024)      (173,127)      (4,692)        (1,697)        (7,697)             (196)
Net realized gain from
  investment transactions                    (190,268)      (419,077)        --             --           (5,604)           (6,261)
Net decrease from dividends
  and distributions                          (194,292)      (592,204)      (4,692)        (1,697)       (13,301)           (6,457)
Capital Share Transactions:
Shares sold                                 2,147,778      2,612,140       44,222         51,412        362,414           320,299
Reinvested dividends and distributions        186,387        570,758        4,464          1,622         12,981             6,309
Shares repurchased                         (1,928,817)    (2,115,666)     (31,378)       (31,582)      (332,907)         (231,509)
Net increase/(decrease) from
  capital share transactions                  405,348      1,067,232       17,308         21,452         42,488            95,099
Net increase/(decrease) in net assets       2,315,725        549,245       30,999         20,999         89,342           130,694
Net Assets:
Beginning of period                         9,647,245      9,098,000       93,546         72,547        370,028           239,334
End of Period                            $ 11,962,970    $ 9,647,245    $ 124,545     $   93,546     $  459,370        $  370,028
Net Assets consist of:
Capital(par value and
  paid-in surplus)*                      $  9,085,739    $ 8,688,911   $  106,754     $   89,446     $  346,567        $  304,080
Undistributed net investment
  income/(distribution in excess)*             66,492         (8,497)         356             83           --                  (5)
Undistributed net realized
  gain/(loss)* from investments               606,668        196,098        7,935          2,711         30,358            12,782
Unrealized appreciation/
  (depreciation) of investments             2,204,071        770,733        9,500          1,306         82,445            53,171
                                         $ 11,962,970    $ 9,647,245   $  124,545     $   93,546      $ 459,370        $  370,028
Transactions in Fund Shares:
Shares sold                                   103,296        133,897        3,512          4,212         15,200            14,584
Reinvested distributions                        9,925         29,436          371            134            565               288
Total                                         113,221        163,333        3,883          4,346         15,765            14,872
Shares repurchased                            (92,980)      (108,992)      (2,493)        (2,591)       (13,986)          (10,670)
Net increase/(decrease)                        20,241         54,341        1,390          1,755          1,779             4,202
Shares outstanding beginning of period        491,627        437,286        7,686          5,931         15,146            10,944
Shares outstanding end of period              511,868        491,627        9,076          7,686         16,925            15,146
Purchases and Sales of Investment Securities:
  (excluding Short-Term Securities)
Purchases of Securities                  $ 11,575,417    $10,601,054   $  173,144     $  121,814     $  774,127         $ 548,630
Proceeds from Sales of Securities          10,339,397     10,038,464      151,167        125,937        716,403           469,221
Purchases of Long-Term U.S. 
  Government Obligations                       99,172        388,976       29,427          6,356           --                --
Proceeds from Sales of Long-Term
  U.S. Government Obligations                 102,063        663,560       21,157          1,411           --                --
</TABLE>

AN EXPLANATION OF THE STATEMENT OF CHANGES IN NET ASSETS

     This financial statement reports the increase or decrease in the Funds' net
assets  during  the  reporting  period.  Changes  in the  Funds'  net assets are
attributable to investment  operations,  dividends,  distributions,  and capital
share transactions. This schedule is of importance to investors because it shows
exactly  what  caused the Funds'  net asset  size to change  during the  period.
Investors  can use this  information  to  determine  if the Funds'  growth was a
result of operations or an increase in the number of shares being purchased.

     The  first  section  summarizes  the  information  from  the  Statement  of
Operations  regarding  changes  in  net  assets  due to  the  Funds'  investment
performance.  The Funds' net assets will also change as a result of dividend and
capital gains  distributions to investors.  If investors receive their dividends
in cash,  money is taken out of the Fund to pay the  distribution.  If investors
reinvest  their  dividends,  the Funds' net assets will not be affected.  If you
compare each Funds' "Net  decrease  from  dividends  and  distributions"  to the
"Reinvested   dividends   and   distributions,"   you'll  notice  that  dividend
distributions  had little effect on each Funds' net assets.  This is because the
majority of Janus investors reinvest their distributions.

     The   reinvestment   of  dividends  is  included   under   "Capital   Share
Transactions."  "Capital Shares" refers to the money investors contribute to the
Funds through purchases or withdraw via redemptions.  The Funds' net assets will
increase and decrease in value as investors  purchase and redeem shares from the
Fund.

     The section  titled "Net Assets  Consist of" breaks down the  components of
the Funds' net assets.  Since funds must distribute  substantially all earnings,
you'll notice that a significant portion of net assets is shareholder capital.


- ----------------------------------
(1) Period May 2, 1994 (inception) to October 31, 1994
*See Note 3 in Notes to Financial Statements


See Notes to Financial Statements

                   Janus Funds October 31, 1995 Annual Report

                                       38
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
For the year ended October 31, 1995                 Janus                        Janus                            Janus
and the year                                   Growth and Income                Mercury                          Overseas
or period ended October 31, 1994                     Fund                         Fund                             Fund
(all numbers in thousands)                    1995           1994          1995            1994           1995               1994(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>            <C>            <C>            <C>               <C>       
Operations:
Net investment income/(loss)             $      5,533    $     6,307    $   5,552      $     654      $     282         $    (118)
Net realized gain/(loss) from
  investment transactions                      84,111        (15,650)     178,502         14,943          2,519            (1,141)
Change in unrealized net appreciation
  or depreciation of investments               20,058          4,709       83,666         40,804          6,447             3,453
Net increase/(decrease) in net assets
  resulting from operations                   109,702         (4,634)     267,720         56,401          9,248             2,194
Dividends and Distributions to
Shareholders:
Net investment income*                         (3,346)        (3,309)      (8,192)          --             --                --   
Net realized gain from
  investment transactions                        --          (11,430)      (5,231)          --             --                --   
Net decrease from dividends
  and distributions                            (3,346)       (14,739)     (13,423)          --             --                --   
Capital Share Transactions:
Shares sold                                   113,855        162,999    1,329,738        687,939        128,820            71,522
Reinvested dividends and distributions          3,214         14,297       12,799           --             --                --   
Shares repurchased                           (130,404)      (186,944)    (672,396)      (260,735)       (91,267)           (9,651)
Net increase/(decrease) from
  capital share transactions                  (13,335)        (9,648)     670,141        427,204         37,553            61,871
Net increase/(decrease) in net assets          93,021        (29,021)     924,438        483,605         46,801            64,065
Net Assets:
Beginning of period                           489,942        518,963      596,330        112,725         64,065              --   
End of Period                            $    582,963    $   489,942   $1,520,768     $  596,330     $  110,866        $   64,065
Net Assets consist of:
Capital(par value and
  paid-in surplus)*                      $    428,405    $   441,740   $1,199,506     $  529,366     $   98,841        $   61,288
Undistributed net investment
  income/(distribution in excess)*                607            406         --             --            1,174              --   
Undistributed net realized
  gain/(loss)* from investments                72,981        (13,116)     184,857         14,225            951              (676)
Unrealized appreciation/
  (depreciation) of investments                80,970         60,913      136,405         52,739          9,900             3,453
                                         $    582,963    $   489,942   $1,520,768     $  596,330      $ 110,866        $   64,065
Transactions in Fund Shares:
Shares sold                                     7,113         11,178       88,118         53,024         11,936             7,144
Reinvested distributions                          212            977          940           --             --                --   
Total                                           7,325         12,155       89,058         53,024         11,936             7,144
Shares repurchased                             (8,529)       (12,846)     (43,801)       (20,417)        (8,547)             (962)
Net increase/(decrease)                        (1,204)          (691)      45,257         32,607          3,389             6,182
Shares outstanding beginning of period         33,362         34,053       42,238          9,631          6,182              --   
Shares outstanding end of period               32,158         33,362       87,495         42,238          9,571             6,182
Purchases and Sales of Investment Securities:
  (excluding Short-Term Securities)
Purchases of Securities                  $    857,522    $   536,313   $2,539,449     $  844,500     $  141,411         $  87,659
Proceeds from Sales of Securities             883,780        523,030    1,894,699        577,910        117,541            30,376
Purchases of Long-Term U.S. 
  Government Obligations                       75,020         34,485         --             --             --                --   
Proceeds from Sales of Long-Term
  U.S. Government Obligations                  78,554         79,662         --             --             --                --
</TABLE>


STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
For the year ended October 31, 1995                 Janus                        Janus                            Janus
and the year                                        Twenty                      Venture                         Worldwide
or period ended October 31, 1994                     Fund                         Fund                             Fund
(all numbers in thousands)                    1995           1994          1995            1994           1995               1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>            <C>            <C>            <C>               <C>       
Operations:
Net investment income/(loss)             $     16,905    $    17,290    $   4,753      $   4,286      $  16,062         $   5,250
Net realized gain/(loss) from
  investment transactions                     533,237        (24,725)     214,176         80,431         55,175            99,098
Change in unrealized net appreciation
  or depreciation of investments               47,686       (129,746)      67,671         47,575         65,211            46,242
Net increase/(decrease) in net assets
  resulting from operations                   597,828       (137,181)     286,600        132,292        136,448           150,590
Dividends and Distributions to
Shareholders:
Net investment income*                         (7,400)       (35,434)        (862)       (17,532)       (32,032)          (10,026)
Net realized gain from
  investment transactions                        --          (63,233)     (82,645)      (145,179)       (60,061)          (13,741)
Net decrease from dividends
  and distributions                            (7,400)       (98,667)     (83,507)      (162,711)       (92,093)          (23,767)
Capital Share Transactions:
Shares sold                                   387,080        454,640      145,222        168,628        788,071         1,127,205
Reinvested dividends and distributions          7,202         96,084       81,200        155,972         88,948            23,016
Shares repurchased                           (731,771)    (1,320,860)    (226,790)      (580,362)      (704,140)         (444,532)
Net increase/(decrease) from
  capital share transactions                 (337,489)      (770,136)        (368)      (255,762)       172,879           705,689
Net increase/(decrease) in net assets         252,939     (1,005,984)     202,725       (286,181)       217,234           832,512
Net Assets:
Beginning of period                         2,742,812      3,748,796    1,550,476      1,836,657      1,587,120           754,608
End of Period                            $  2,995,751    $ 2,742,812   $1,753,201     $1,550,476     $1,804,354        $1,587,120
Net Assets consist of:
Capital(par value and
  paid-in surplus)*                      $  2,015,292    $ 2,352,772   $1,199,220     $1,199,846     $1,524,605        $1,351,727
Undistributed net investment
  income/(distribution in excess)*               --            6,472          185           (258)        17,449              (218)
Undistributed net realized
  gain/(loss)* from investments               530,087        (19,118)     221,449         86,212         60,375            98,898
Unrealized appreciation/
  (depreciation) of investments               450,372        402,686      332,347        264,676        201,925           136,713
                                         $  2,995,751    $ 2,742,812   $1,753,201     $1,550,476     $1,804,354        $1,587,120
Transactions in Fund Shares:
Shares sold                                    14,963         18,884        2,726          3,425         30,276            44,162
Reinvested distributions                          317          3,935        1,668          3,191          3,647               920
Total                                          15,280         22,819        4,394          6,616         33,923            45,082
Shares repurchased                            (28,999)       (54,669)      (4,273)       (11,777)       (27,454)          (17,530)
Net increase/(decrease)                       (13,719)       (31,850)         121         (5,161)         6,469            27,552
Shares outstanding beginning of period        113,164        145,014       29,332         34,493         58,786            31,234
Shares outstanding end of period               99,445        113,164       29,453         29,332         65,255            58,786
Purchases and Sales of Investment Securities:
  (excluding Short-Term Securities)
Purchases of Securities                  $  3,795,717    $ 2,884,133   $1,633,385     $1,511,361     $2,232,128             --
Proceeds from Sales of Securities           4,044,252      3,540,706    1,605,945      1,727,718      1,920,061              --
Purchases of Long-Term U.S. 
  Government Obligations                         --             --           --             --             --                --
Proceeds from Sales of Long-Term
  U.S. Government Obligations                    --           67,473         --             --             --                --
</TABLE>


AN EXPLANATION OF THE STATEMENT OF CHANGES IN NET ASSETS

     This financial statement reports the increase or decrease in the Funds' net
assets  during  the  reporting  period.  Changes  in the  Funds'  net assets are
attributable to investment  operations,  dividends,  distributions,  and capital
share transactions. This schedule is of importance to investors because it shows
exactly  what  caused the Funds'  net asset  size to change  during the  period.
Investors  can use this  information  to  determine  if the Funds'  growth was a
result of operations or an increase in the number of shares being purchased.

     The  first  section  summarizes  the  information  from  the  Statement  of
Operations  regarding  changes  in  net  assets  due to  the  Funds'  investment
performance.  The Funds' net assets will also change as a result of dividend and
capital gains  distributions to investors.  If investors receive their dividends
in cash,  money is taken out of the Fund to pay the  distribution.  If investors
reinvest  their  dividends,  the Funds' net assets will not be affected.  If you
compare each Funds' "Net  decrease  from  dividends  and  distributions"  to the
"Reinvested   dividends   and   distributions,"   you'll  notice  that  dividend
distributions  had little effect on each Funds' net assets.  This is because the
majority of Janus investors reinvest their distributions.

     The   reinvestment   of  dividends  is  included   under   "Capital   Share
Transactions."  "Capital Shares" refers to the money investors contribute to the
Funds through purchases or withdraw via redemptions.  The Funds' net assets will
increase and decrease in value as investors  purchase and redeem shares from the
Fund.

     The section  titled "Net Assets  Consist of" breaks down the  components of
the Funds' net assets.  Since funds must distribute  substantially all earnings,
you'll notice that a significant portion of net assets is shareholder capital.


- ----------------------------------
(1) Period May 2, 1994 (inception) to October 31, 1994
*See Note 3 in Notes to Financial Statements



See Notes to Financial Statements

                   Janus Funds October 31, 1995 Annual Report

                                       39
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
For a share outstanding for the 
year ended October 31, 1995                                                     Janus Fund
or throughout each fiscal year 
or period ended October 31                            1995               1994              1993              1992              1991
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>               <C>               <C>               <C>         
Net asset value, beginning of period          $      19.62       $      20.81      $      18.86      $      18.27      $      13.25
Income from investment operations
Net investment income                                  .16                .17               .26               .23               .25
Net gains or (losses) on securities
  (both realized and unrealized)                      3.99               (.03)             2.88              1.46              5.09
Total from investment operations                      4.15                .14              3.14              1.69              5.34
Less distributions
Dividends (from net investment income)                (.01)              (.39)+            (.29)             (.19)             (.31)
Distributions (from capital gains)                    (.39)              (.94)             (.90)             (.91)             (.01)
Total distributions                                   (.40)             (1.33)            (1.19)            (1.10)             (.32)
Net asset value, end of period                $      23.37       $      19.62      $      20.81      $      18.86      $      18.27
Total return**                                       21.62%              0.75%            17.41%             9.35%            40.95%
Net assets, end of period
  (in thousands)                              $ 11,962,970       $  9,647,245      $  9,098,000      $  4,989,299      $  2,597,866
Average net assets for the period
  (in thousands)                              $ 10,559,806       $  9,338,807      $  7,335,871      $  3,870,923      $  1,784,627
Ratio of expenses to average net assets*(9)           0.87%              0.91%             0.92%             0.97%             0.98%
Ratio of net investment income to
  average net assets*                                 1.25%              1.12%             1.55%             1.54%             1.77%
Portfolio turnover rate*                               118%               139%              127%              153%              132%
</TABLE>


<TABLE>
<CAPTION>
For a share outstanding for the 
year ended October 31, 1995                                                 Janus Twenty Fund
or throughout each fiscal year 
or period ended October 31                            1995               1994              1993              1992(1)        1991(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>               <C>               <C>               <C>         
Net asset value, beginning of period          $      24.24       $      25.85      $      22.75      $      22.17      $      18.88
Income from investment operations
Net investment income                                  .01                .16               .17               .09               .11
Net gains or (losses) on securities
  (both realized and unrealized)                      5.94              (1.07)             3.31               .49              3.62
Total from investment operations                      5.95               (.91)             3.48               .58              3.73
Less distributions
Dividends (from net investment income)                (.07)              (.25)             (.18)             --                (.02)
Distributions (from capital gains)                    --                 (.45)             (.20)             --                (.42)
Total distributions                                   (.07)              (.70)             (.38)             --                (.44)
Net asset value, end of period                $      30.12       $      24.24      $      25.85      $      22.75      $      22.17
Total return**                                       24.67%             (3.52%)           15.39%             2.62%**          19.60%
Net assets, end of period
  (in thousands)                              $  2,995,751       $  2,742,812      $  3,748,796      $  2,434,245      $  2,080,922
Average net assets for the period
  (in thousands)                              $  2,716,278       $  3,051,194      $  3,545,727      $  2,221,065      $  1,187,646
Ratio of expenses to average net assets*(9)           1.00%              1.02%             1.05%             1.12%             1.01%
Ratio of net investment income
  to average net assets*                              0.62%              0.57%             0.87%             1.27%             1.08%
Portfolio turnover rate*                               147%               102%               99%               79%               83%
</TABLE>


<TABLE>
<CAPTION>
For a share outstanding for the 
year ended October 31, 1995                                                 Janus Venture Fund
or throughout each fiscal year 
or period ended October 31                            1995               1994              1993              1992(3)        1991(4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>               <C>               <C>               <C>         
Net asset value, beginning of period          $      52.86       $      53.25      $      47.74      $      45.96      $      45.05
Income from investment operations
Net investment income                                  .05                .11               .66               .17               .36
Net gains or (losses) on securities
  (both realized and unrealized)                      9.49               4.40              6.72              1.61              4.23
Total from investment operations                      9.54               4.51              7.38              1.78              4.59
Less distributions
Dividends (from net investment income)                (.03)              (.53)            (1.16)             --                (.25)
Distributions (from capital gains)                   (2.84)             (4.37)             (.71)             --               (3.43)
Total distributions                                  (2.87)             (4.90)            (1.87)             --               (3.68)
Net asset value, end of period                $      59.53       $      52.86      $      53.25      $      47.74      $      45.96
Total return**                                       19.24%              9.23%            15.76%             3.87%**           9.90%
Net assets, end of period
  (in thousands)                              $  1,753,201       $  1,550,476      $  1,836,657      $  1,544,531      $  1,510,471
Average net assets for the period
  (in thousands)                              $  1,612,514       $  1,562,521      $  1,792,532      $  1,496,106      $  1,381,628
Ratio of expenses to average net assets*(9)           0.92%              0.96%             0.97%             1.07%             1.00%
Ratio of net investment income
  to average net assets*                              0.29%              0.27%             1.29%             1.32%             1.20%
Portfolio turnover rate*                               113%               114%              139%              124%              166%
</TABLE>


AN EXPLANATION OF THE FINANCIAL HIGHLIGHTS

     This schedule  provides a per share breakdown of the components that affect
the Funds' NAV for the current and past  reporting  periods.  Not only does this
table provide you with total return, it also reports total distributions,  asset
size, expense ratios and portfolio turnover rate.

     The  first  line in the  table  reflects  the  Funds'  NAV per share at the
beginning of the fiscal period.  The next line reports the Funds' net investment
income per share which is comprised of dividends  and interest  income earned on
securities held by the Fund.  Dividends and distributions are then subtracted to
arrive at the NAV per share at the end of the fiscal period.

     Also included in the Financial  Highlights is the Funds' expense ratio,  or
the percentage of net assets that was used to cover  operating  expenses  during
the  period.  Expense  ratios  vary  across  the Funds  for a number of  reasons
including the differences in management fees, average  shareholder account size,
the frequency of dividend payments, and the extent of foreign investments, which
entail greater transaction costs.

     The next line  reports  the ratio of net  investment  income,  which is the
income earned divided by the average net assets of the Fund during the reporting
period.  Don't confuse this ratio with a Funds' yield. The net investment income
ratio is not a true  measure of a Funds'  yield  because  it  doesn't  take into
account the dividends distributed to the Funds' investors.

     The last ratio provided in this table is the portfolio turnover rate, which
measures  the amount of buying and  selling  activity  in the Funds'  portfolio.
Portfolio  turnover is affected by market  conditions,  changes in the size of a
Fund,  the nature of the Funds'  investments,  and the  investment  style of the
portfolio  manager. A 100% rate implies that an amount equal to the value of the
entire portfolio is turned over in a year; a 50% rate means that an amount equal
to the value of half the  portfolio  is traded in a year;  and a 200% rate would
mean that an amount equal to the value of the portfolio is sold in an average of
six months.

- ---------------------------------
(1)  Fiscal period June 1, 1992 to October 31, 1992
(2)  Fiscal year ended on May 31st
(3)  Fiscal period August 1, 1992 to October 31, 1992
(4)  Fiscal year ended on July 31
(5)  Fiscal period from September 1, 1992 (inception) to October 31, 1992
(6)  Fiscal period from May 15, 1991 (inception) to October 31, 1991
(7)  Fiscal period from May 3, 1993  (inception)  to October 31, 1993 
(8)  Fiscal period from May 2, 1994 (inception) to October 31, 1994
(9)  See Note 4 in Notes to Financial Statements
*Annualized for periods of less than one full year.
**Total return not annualized for periods of less than one full year.
+Distribution in excess of financial statement income of $.02


                   Janus Funds October 31, 1994 Annual Report

                                       40
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
For a share outstanding for the year 
ended October 31, 1995                                                     Janus Balanced Fund                  
or throughout each fiscal year 
or period ended October 31                               1995            1994           1993           1992(5)  
- ----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>            <C>            <C>           
Net asset value, beginning of period                $   12.17       $   12.23      $   10.64      $   10.00     
Income from investment operations
Net investment income                                     .61             .27            .19           --       
Net gains or (losses) on securities
  (both realized and unrealized)                         1.52            (.09)          1.56            .64     
Total from investment operations                         2.13             .18           1.75            .64     
Less distributions
Dividends (from net investment income)                   (.58)           (.24)          (.16)          --       
Distributions (from capital gains)                       --              --             --             --       
Total distributions                                      (.58)           (.24)          (.16)          --       
Net asset value, end of period                      $   13.72       $   12.17      $   12.23      $   10.64     
Total return**                                          18.26%           1.51%         16.54%          6.40%**  
Net assets, end of period
  (in thousands)                                    $ 124,545       $  93,546      $  72,547      $   2,130     
Average net assets for the period
  (in thousands)                                    $ 107,259       $  86,361      $  43,522      $     563     
Ratio of expenses to average net assets*(9)              1.35%           1.42%          1.70%          2.50%    
Ratio of net investment income
  to average net assets*                                 2.52%           2.28%          2.15%         (0.12%)   
Portfolio turnover rate*                                  185%            167%           131%           130%    
</TABLE>

***********************

<TABLE>
<CAPTION>
For a share outstanding for the year 
ended October 31, 1995                                                   Janus Enterprise Fund
or throughout each fiscal year 
or period ended October 31                               1995            1994             1993          1992(5)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>              <C>             <C>    
Net asset value, beginning of period                $   24.43       $   21.87        $   17.09       $ 15.00
Income from investment operations
Net investment income                                     .52            (.06)             .04          --
Net gains or (losses) on securities
  (both realized and unrealized)                         3.09            3.18             4.76          2.09
Total from investment operations                         3.61            3.12             4.80          2.09
Less distributions
Dividends (from net investment income)                   (.52)           (.02)            (.02)         --
Distributions (from capital gains)                       (.38)           (.54)            --            --
Total distributions                                      (.90)           (.56)            (.02)         --
Net asset value, end of period                      $   27.14       $   24.43        $   21.87       $ 17.09
Total return**                                          15.46%          14.56%           28.09%        13.93%**
Net assets, end of period
  (in thousands)                                    $ 459,370       $ 370,028        $ 239,334       $ 8,320
Average net assets for the period
  (in thousands)                                    $ 407,791       $ 269,595        $ 188,345       $ 1,560
Ratio of expenses to average net assets*(9)              1.26%           1.25%            1.36%         2.50%
Ratio of net investment income
  to average net assets*                                 0.02%          (.032%            0.14%        (0.81%)
Portfolio turnover rate*                                  194%            193%             201%           53%
</TABLE>


***********************

<TABLE>
<CAPTION>
For a share outstanding for the 
year ended October 31, 1995                                                          Janus Growth and Income Fund              
or throughout each fiscal year 
or period ended October 31                               1995            1994           1993           1992            1991(6) 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>            <C>            <C>             <C>          
Net asset value, beginning of period                $   14.69       $   15.24      $   12.95      $   12.13       $   10.00    
Income from investment operations
Net investment income                                     .11             .19            .14            .17             .02    
Net gains or (losses) on securities
  (both realized and unrealized)                         3.43            (.31)          2.29            .80            2.13    
Total from investment operations                         3.54            (.12)          2.43            .97            2.15    
Less distributions
Dividends (from net investment income)                   (.10)           (.10)          (.14)          (.15)           (.02)   
Distributions (from capital gains)                       --              (.33)          --             --              --      
Total distributions                                      (.10)           (.43)          (.14)          (.15)           (.02)   
Net asset value, end of period                      $   18.13       $   14.69      $   15.24      $   12.95       $   12.13    
Total return**                                          24.20%          (0.76%)        18.81%          7.98%          21.50%** 
Net assets, end of period
  (in thousands)                                    $ 582,963       $ 489,942      $ 518,963      $ 243,509       $  56,473    
Average net assets for the period
  (in thousands)                                    $ 498,442       $ 499,831      $ 404,285      $ 156,815       $  21,279    
Ratio of expenses to average net assets*(9)              1.19%           1.22%          1.28%          1.52%           2.33%   
Ratio of net investment income
  to average net assets*                                 1.11%           1.26%          1.13%          1.61%           0.76%   
Portfolio turnover rate*                                  195%            123%           138%           120%             14%   
</TABLE>

***************************

<TABLE>
<CAPTION>
For a share outstanding for the 
year ended October 31, 1995                                       Janus Mercury Fund
or throughout each fiscal year 
or period ended October 31                                1995             1994          1993(7)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>             <C>    
Net asset value, beginning of period                 $   14.12        $   11.70       $ 10.00
Income from investment operations
Net investment income                                      .16              .02          (.01)
Net gains or (losses) on securities
  (both realized and unrealized)                          3.37             2.40          1.71
Total from investment operations                          3.53             2.42          1.70
Less distributions
Dividends (from net investment income)                    (.16)            --            --
Distributions (from capital gains)                        (.11)            --            --
Total distributions                                       (.27)            --            --
Net asset value, end of period                       $   17.38        $   14.12       $ 11.70
Total return**                                           25.53%           20.68%        17.00%**
Net assets, end of period
  (in thousands)                                     $1,520,768       $ 596,330       $112,725
Average net assets for the period
  (in thousands)                                     $1,116,377       $ 257,726       $67,462
Ratio of expenses to average net assets*(9)               1.14%            1.33%         1.75%
Ratio of net investment income
  to average net assets*                                  0.50%            0.25%        (0.40%)
Portfolio turnover rate*                                   201%             283%          151%
</TABLE>

***************************

For a share outstanding for 
the year ended October 31, 1995                    Janus Overseas Fund        
or throughout each fiscal year 
or period ended October 31                         1995           1994(8)     
- ------------------------------------------------------------------------------
Net asset value, beginning of period          $   10.36      $   10.00        
Income from investment operations
Net investment income                               .12           (.02)       
Net gains or (losses) on securities
  (both realized and unrealized)                   1.10            .38        
Total from investment operations                   1.22            .36        
Less distributions
Dividends (from net investment income)             --             --          
Distributions (from capital gains)                 --             --          
Total distributions                                --             --          
Net asset value, end of period                $   11.58      $   10.36        
Total return**                                    11.78%          3.60%**     
Net assets, end of period
  (in thousands)                              $ 110,866      $  64,065        
Average net assets for the period
  (in thousands)                              $  77,668      $  36,645        
Ratio of expenses to average net assets*(9)        1.76%          2.16%       
Ratio of net investment income
  to average net assets*                           0.36%         (0.64%)      
Portfolio turnover rate*                            188%           181%       

**********************

<TABLE>
<CAPTION>
For a share outstanding for 
the year ended October 31, 1995                                          Janus Worldwide Fund
or throughout each fiscal year 
or period ended October 31                           1995              1994            1993            1992           1991(6)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>               <C>             <C>             <C>     
Net asset value, beginning of period          $     27.00       $     24.16       $   18.95       $   17.45       $  15.00
Income from investment operations
Net investment income                                 .81               .15             .14             .16           --
Net gains or (losses) on securities
  (both realized and unrealized)                     1.39              3.34            5.29            1.39           2.45
Total from investment operations                     2.20              3.49            5.43            1.55           2.45
Less distributions
Dividends (from net investment income)               (.54)             (.27)           (.22)           --             --
Distributions (from capital gains)                  (1.01)             (.38)           --              (.05)          --
Total distributions                                 (1.55)             (.65)           (.22)           (.05)          --
Net asset value, end of period                $     27.65       $     27.00       $   24.16       $   18.95       $  17.45
Total return**                                       8.89%            14.76%          28.79%           9.20%         16.00%**
Net assets, end of period
  (in thousands)                              $ 1,804,354       $ 1,587,120       $ 754,608       $ 160,672       $ 18,423
Average net assets for the period
  (in thousands)                              $ 1,622,142       $ 1,244,194       $ 379,259       $  79,518       $  7,344
Ratio of expenses to average net assets*(9)          1.24%             1.12%           1.32%           1.73%          2.50%
Ratio of net investment income
  to average net assets*                             0.99%             0.42%           0.92%           1.74%          0.02%
Portfolio turnover rate*                              142%              158%            124%            147%            40%
</TABLE>


AN EXPLANATION OF THE FINANCIAL HIGHLIGHTS

     This schedule  provides a per share breakdown of the components that affect
the Funds' NAV for the current and past  reporting  periods.  Not only does this
table provide you with total return, it also reports total distributions,  asset
size, expense ratios and portfolio turnover rate.

     The  first  line in the  table  reflects  the  Funds'  NAV per share at the
beginning of the fiscal period.  The next line reports the Funds' net investment
income per share which is comprised of dividends  and interest  income earned on
securities held by the Fund.  Dividends and distributions are then subtracted to
arrive at the NAV per share at the end of the fiscal period.

     Also included in the Financial  Highlights is the Funds' expense ratio,  or
the percentage of net assets that was used to cover  operating  expenses  during
the  period.  Expense  ratios  vary  across  the Funds  for a number of  reasons
including the differences in management fees, average  shareholder account size,
the frequency of dividend payments, and the extent of foreign investments, which
entail greater transaction costs.

     The next line  reports  the ratio of net  investment  income,  which is the
income earned divided by the average net assets of the Fund during the reporting
period.  Don't confuse this ratio with a Funds' yield. The net investment income
ratio is not a true  measure of a Funds'  yield  because  it  doesn't  take into
account the dividends distributed to the Funds' investors.

     The last ratio provided in this table is the portfolio turnover rate, which
measures  the amount of buying and  selling  activity  in the Funds'  portfolio.
Portfolio  turnover is affected by market  conditions,  changes in the size of a
Fund,  the nature of the Funds'  investments,  and the  investment  style of the
portfolio  manager. A 100% rate implies that an amount equal to the value of the
entire portfolio is turned over in a year; a 50% rate means that an amount equal
to the value of half the  portfolio  is traded in a year;  and a 200% rate would
mean that an amount equal to the value of the portfolio is sold in an average of
six months.

- ------------------------------------
(1)  Fiscal period June 1, 1992 to October 31, 1992
(2)  Fiscal year ended on May 31st
(3)  Fiscal period August 1, 1992 to October 31, 1992
(4)  Fiscal year ended on July 31
(5)  Fiscal period from September 1, 1992 (inception) to October 31, 1992
(6)  Fiscal period from May 15, 1991 (inception) to October 31, 1991
(7)  Fiscal period from May 3, 1993  (inception)  to October 31, 1993 
(8)  Fiscal period from May 2, 1994 (inception) to October 31, 1994
(9)  See Note 4 in Notes to Financial Statements
*Annualized for periods of less than one full year.
**Total return not annualized for periods of less than one full year.
+Distribution in excess of financial statement income of $.02


                   Janus Funds October 31, 1995 Annual Report

                                       41
<PAGE>

                        NOTES TO SCHEDULE OF INVESTMENTS

*    Non-Income producing security
**   A portion of this  security has been  segregated  by the custodian to cover
     margin or segregation requirements on open futures contracts and/or foreign
     currency contracts.
+    Securities  are  registered  pursuant  to Rule 144A and may be deemed to be
     restricted for resale.
#    The Investment Company Act of 1940 defines affiliates as those companies in
     which  a fund  holds  5% or  more  of the  outstanding  voting  securities.
     Following is a summary of the transactions with each such affiliate for the
     period ended October 31, 1995:

<TABLE>
<CAPTION>
                                                            Purchases                     Sales              Realized       Dividend
                                                       Shares           Cost      Shares           Cost     Gain/(Loss)       Income
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>            <C>         <C>            <C>            <C>      
Janus Fund
Agco Corp.(1)                                       1,276,250   $ 54,082,502        --             --             --      $   13,475
Alexander & Alexander Services, Inc.                  830,050     18,983,786        --             --             --         205,978
Catalina Marketing Corp.                              573,150     26,079,806     573,150   $ 26,079,806   $  5,370,178          --
Champion International Corp.                        5,336,225    288,293,109        --             --             --         261,811
Crown Cork & Seal Co., Inc.                         6,417,500    305,739,848   1,762,300     88,054,357    (23,553,919)         --
First Data Corp.                                    2,450,100    132,621,224        --             --             --         733,060
Nabisco Holdings Corp. - Class A                    4,169,500    113,834,129   2,610,125     73,964,829     (1,540,504)      948,190
Paging Network, Inc.(2)                             2,228,575     43,301,014     100,000      3,367,573        (43,009)         --
Tele Danmark A/S (ADR) - Class B                         --             --     4,629,960    115,859,696      1,487,007     1,410,072
UNUM Corp.                                          1,950,475     83,292,995     298,200     16,243,017     (4,711,301)    5,710,408
Wolters Kluwer N.V                                    105,994      8,214,212     451,375     28,474,859     12,069,240     4,439,525
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Enterprise Fund
APS Holding Corp. - Class A                           122,925      3,217,222        --             --             --            --
Catalytica, Inc.                                       29,000        131,000   1,126,593      7,858,060     (4,253,410)         --
Central European Media Enterprises, Ltd.                 --             --       336,675      5,475,696       (354,753)         --
Exide Corp.                                            99,825      4,312,203     649,140     32,127,452    (10,882,583)       52,345
Insignia Financial Group, Inc. - Class A                7,300        151,109      49,900        983,301        137,879          --
Petco Animal Supplies, Inc.                           509,400     10,557,991     375,225      5,629,668      1,503,736          --
TheraTech, Inc.                                        49,305        551,040      76,780      1,178,680        (46,757)         --
Trigen Energy Corp.                                   626,825     12,623,245        --             --             --         113,049
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth and Income Fund
SAP (ADR)                                             225,000      8,217,000        --             --             --          31,950
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Mercury Fund
Central European Media Enterprises, Ltd.               30,000        349,650      80,000      1,321,040       (697,040)         --
Ciber, Inc.                                              --             --        61,775        521,257        317,326          --
Rottneros Bruks A.B                                 7,973,171     12,666,705        --             --             --          84,248
Samsung Electronics GDS                                50,240      4,634,640      50,240      4,634,640      2,942,032          --
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Twenty Fund
Lone Star Steakhouse & Saloon, Inc.                   305,000      9,671,623   1,606,700     24,613,989     12,728,690          --
SAP (ADR)                                             475,000     17,347,000        --             --             --          67,450
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Venture Fund
ABC Rail Products Corp.                               485,000     10,776,374        --             --             --            --
Analysts International Corp.                             --             --          --             --             --         210,843
APS Holding Corp. - Class A                              --             --        12,750        204,000        129,458          --
Arch Communications Group, Inc.                     1,307,025     28,779,519      46,300        849,975        288,314          --
Ashbourne PLC                                       2,991,816      7,209,160        --             --             --          23,512
California Amplifier, Inc.                            335,700      3,870,259        --             --             --            --
Cambrex Corp.                                         363,775     14,207,766      13,175        456,938         65,684        18,189
CommNet Cellular, Inc.                                524,800     14,558,191        --             --             --            --
DavCo Restaurants, Inc.                               100,000      1,303,000        --             --             --            --
Duracraft Corp.                                        50,000      1,588,634     275,500     10,093,575     (3,664,310)         --
Emmis Broadcasting Corp. - Class A                       --             --       431,250      6,729,941      1,500,057          --
Employees General Insurance Group, Inc.                  --             --       570,000      3,063,750       (712,500)         --
Exide Corp.                                           229,675     10,599,922     313,525      7,990,255      2,277,857        87,326
FinishMaster, Inc.                                     36,925        457,415     106,300      1,044,300        497,005          --
Heritage Media Corp. - Class A                        150,000      3,843,426     127,125      2,180,027        996,775          --
Hammons (John Q.) Hotels, Inc.                        460,750      5,805,867      92,200      1,111,932        270,390          --
Keane, Inc.                                           483,825     10,471,832        --             --             --            --
Klamath First Bancorp, Inc.                           697,000      8,773,488        --             --             --            --
Landauer, Inc.                                           --             --          --             --             --         428,300
Littelfuse, Inc.                                       15,000        509,375      36,000        877,500        201,625          --
Minerals Technologies, Inc.                           170,025      4,760,093     321,275      8,948,947      2,574,356       147,511
Munksjo A. B                                        2,180,297     19,993,820      17,680        171,980        (32,040)         --
Paging Network, Inc.(2)                               849,100     18,284,267     126,000      3,462,732      1,098,266          --
Papa John's International, Inc.                       394,400     15,785,526      87,500      2,212,983      1,069,154          --
Quality Dining, Inc.                                  412,000      7,958,500      12,600        140,128         14,121          --
Renters Choice, Inc.(3)                               600,000      9,317,921        --             --             --            --
R.P. Scherer Corp.                                    576,400     23,700,783      91,325      2,718,208      1,684,398          --
Simula, Inc.(4)                                       524,400      6,778,385        --             --             --            --
U. S. Can Corp.                                       432,225      8,173,177     542,600      8,352,075     (1,439,979)         --
Wisconsin Central Transportation Corp.                 94,950      3,764,463     325,000      5,068,029     10,641,355          --
World Acceptance Corp.(5)                              75,000        911,250        --             --             --            --
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Worldwide Fund
Bajaj Auto, Ltd.                                      290,670      8,423,139        --             --             --          24,126
Kinnevik A.B. - Class B                               803,052     25,719,968      12,211        323,471         20,499     2,274,219
Korea Mobile Telecommunications, Inc.                 329,075      9,747,535        --             --             --            --
Securitas A.B. - Class B                                 --             --        97,600      3,084,972       (572,377)      595,537
SGL Carbon A.G                                        453,584     20,410,337     114,880      4,602,899      2,346,350          --
WM-Data A.B. - Class B                                258,003      9,297,035        --             --             --            --
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Adjusted for 3 for 2 stock split 12/16/94        
(2) Adjusted for 2 for 1 stock split 10/2/95         
(3) Adjusted for 3 for 2 stock split 5/6/95 and 2 for 1 stock split 10/10/95
(4) Adjusted for 3 for 2 stock split 9/29/95
(5) Adjusted for 3 for 1 stock split 9/1/95

See Notes to Financial Statements

                   Janus Funds October 31, 1995 Annual Report

                                       42
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

The following  section  describes the  organization  and significant  accounting
policies of the funds and provides more detailed information about the schedules
and tables that appear  throughout this report.  In addition,  the Notes explain
how the funds  operate and the methods used in  preparing  and  presenting  this
report.

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     Janus  Investment  Fund (the  Trust)  is  registered  under the  Investment
Company Act of 1940 (the 1940 Act) as a no-load,  open-end management investment
company.  Nine series of shares  ("Equity  Funds" or  "Funds")  included in this
report  invest  primarily  in equity  securities.  Each Fund is  diversified  as
defined  in the 1940 Act,  with the  exception  of the Janus  Enterprise,  Janus
Mercury and Janus Twenty Funds, which are non-diversified.

     The following policies have been consistently followed by the Funds and are
in conformity with accounting  principles  generally  accepted in the investment
company industry.

INVESTMENT VALUATION

     Securities  are  valued at the  closing  price for  securities  traded on a
principal  exchange  (U.S.  or  foreign)  and on  the  NASDAQ  National  Market.
Securities traded on over-the-counter markets and listed securities for which no
sales are reported are valued at the latest bid price  obtained from one or more
dealers making a market for such securities or by a pricing service  approved by
the Funds' Trustees. Short-term securities maturing within 60 days are valued at
amortized  cost,  which  approximates  market  value.   Foreign  securities  are
converted  to U.S.  dollars  using  exchange  rates at the close of the New York
Stock Exchange. When market quotations are not readily available, securities are
valued at their fair value as determined in good faith by the Funds' Trustees.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME

     Investment transactions are accounted for as of the date purchased or sold.
Dividend income is recorded on the ex-dividend date. Interest income is recorded
on the accrual basis and includes amortization of discounts and premiums.  Gains
and losses are determined on the identified cost basis,  which is the same basis
used for federal income tax purposes.

FORWARD FOREIGN CURRENCY TRANSACTIONS AND FUTURES CONTRACTS

     The Funds enter into forward exchange currency  contracts in order to hedge
their  exposure to changes in foreign  currency  exchange rates on their foreign
portfolio  holdings  and to hedge  certain firm  purchase  and sale  commitments
denominated in foreign  currencies.  A forward exchange  currency  contract is a
commitment  to  purchase  or  sell a  foreign  currency  at a  future  date at a
negotiated  forward rate. The gain or loss arising from the  difference  between
the  original  contract  and the  closing of such  contract  is  included in net
realized gain or loss on foreign currency transactions.

     Currency gain and loss is also calculated on payables and receivables  that
are  denominated  in  foreign  currencies.  The  payables  and  receivables  are
generally related to security transactions and income.

     Futures  contracts are marked to market daily and the  variation  margin is
recorded as an unrealized  gain or loss.  When a contract is closed,  a realized
gain or loss is recorded equal to the difference between the opening and closing
value of the contract.  Generally, open forward and futures contracts are marked
to market for federal income tax purposes at fiscal year-end.

     Foreign  denominated assets and forward currency contracts may involve more
risks than  domestic  transactions,  including:  currency  risk,  political  and
economic  risk,  regulatory  risk,  and  market  risk.  Risks may arise from the
potential  inability of a counterparty  to meet the terms of a contract and from
unanticipated  movements in the value of foreign currencies relative to the U.S.
dollar.

     The Funds may enter into "futures  contracts"  and "options" on securities,
financial indices and foreign currencies;  forward contracts;  and interest rate
swaps  and  swap-related  products.  The  Funds  intend  to use such  derivative
instruments  primarily to hedge or protect from adverse  movements in securities
prices,  currency  rates or interest  rates.  The use of futures  contracts  and
options  may  involve  risks  such as the  possibility  of  illiquid  markets or
imperfect  correlation  between the value of the  contracts  and the  underlying
securities, or that the counterparty will fail to perform its obligations.

DIVIDEND DISTRIBUTIONS AND EXPENSES

     Dividends for Janus Balanced and Janus Growth and Income Funds are declared
and distributed  quarterly and capital gains (if any) are distributed  annually.
The remaining  seven Equity Funds declare and  distribute  dividends and capital
gains (if any) annually.  Each Fund bears expenses incurred  specifically on its
behalf as well as a portion of general expenses.

FEDERAL INCOME TAXES

     The Funds  intend to  distribute  to  shareholders  all taxable  investment
income and realized  gains and otherwise  comply with the Internal  Revenue Code
applicable to regulated investment companies.

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

     The advisory  agreement  with the Funds  spells out the  expenses  that the
Funds must pay. Each of the Funds is subject to the following schedule:

                         Average Daily Net       Annual Rate
Fee Schedule             Assets of Fund        Percentage (%)
- --------------------------------------------------------------------------------
Equity Funds             First $ 30 Million        1.00
                         Next $270 Million          .75
                         Next $200 Million          .70
                         Over $500 Million          .65
- --------------------------------------------------------------------------------

     Janus Capital will reduce  advisory fees to the extent that a Fund's normal
operating  expenses  (exclusive  of brokerage  commissions,  interest and taxes)
exceed the most restrictive state limitation,  which is believed by the Funds to
be 2 1/2% of the first 

                   Janus Funds October 31, 1995 Annual Report

                                       43
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

$30  million,  2% of the next $70  million and 1 1/2% of the balance of a Fund's
average net assets for a fiscal year.

     Janus Service  Corporation  (Janus  Service),  a wholly owned subsidiary of
Janus  Capital,  receives  an  annual  fee of $16 per  shareholder  account  for
transfer agent  services plus  reimbursement  of certain out of pocket  expenses
(primarily postage and telephone charges).

     Officers  and  certain  trustees  of the  Funds  are also  officers  and/or
directors  of Janus  Capital;  however,  they receive no  compensation  from the
Funds.

     DST Systems Inc.  (DST),  an affiliate of Janus Capital through a degree of
common ownership, provides fund accounting and shareholder accounting systems to
the Funds.  DST Securities Inc., a wholly owned subsidiary of DST, is designated
as  an  introductory  broker  on  certain  portfolio   transactions.   Brokerage
commissions  paid to DST Securities Inc. serve to reduce transfer agent fees and
expenses.  Investors Fiduciary Trust Company (IFTC),  formerly 50% owned by DST,
provides  domestic  custody  services  to  the  Funds.  IFTC  was  deemed  to be
affiliated up until late January 1995 when State Street Bank and Trust  acquired
it. Brokerage  commissions paid, fees reduced,  and the net fees paid to DST and
IFTC for the year or period ended October 31, 1995 are noted below.

<TABLE>
<CAPTION>
                         DST Securities Inc.        Fund
                             Commissions           Expense                                         Custodian Fee
                                Paid*             Reduction*        DST Fees      IFTC Fees         Reduction**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>               <C>             <C>               <C>   
Janus Fund                    1,125,368           844,026           2,664,807       455,158           88,231
Janus Balanced Fund               9,143             6,857              80,227        27,841           18,698
Janus Enterprise Fund            96,932            72,699             237,232        46,181           24,723
Janus Growth and Income                                                                             
  Fund                           98,373            73,780             304,267        22,172           29,924
Janus Mercury Fund              171,777           128,833             465,952        79,424           26,013
Janus Overseas Fund               2,783             2,087              88,371        10,036           22,495
Janus Twenty Fund               378,575           283,931           1,313,882        23,317           65,554
Janus Venture Fund              143,719           107,789             540,804       108,526           57,607
Janus Worldwide Fund            164,193           123,145             651,417          --             30,557
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*    The  difference  between  commissions  paid  to DST  Securities,  Inc.  and
     expenses reduced constituted  commissions paid to an unaffiliated  clearing
     broker.
**   Interest  earned on  uninvested  cash  balances  which  serve to reduce the
     custodian fees.


3. FEDERAL INCOME TAX

     Gains and losses on forward  currency  contracts and foreign currency gains
and losses on debt instruments are treated as ordinary income for federal income
tax purposes  pursuant to Section 988 of the Internal Revenue Code. Listed below
are such currency gains or losses for the period ended October 31, 1995.

     Net capital loss carryovers if any, as of October 31, 1995 are available to
offset future  realized  capital gains and thereby  reduce future  taxable gains
distributions.  The  aggregate  cost  of  investments  and  the  composition  of
unrealized  appreciation and  depreciation of investment  securities for federal
income tax purposes as of October 31, 1995 are as follows:

<TABLE>
<CAPTION>
                                            at October 31, 1995                           at October 31, 1995
                                            -------------------  -------------------------------------------------------------------
                                                                                                                           Net
                                 Currency    Net Capital Loss    Federal Tax       Unrealized        Unrealized        Appreciation/
                              Gains/(Losses)    Carryovers            Cost        Appreciation     (Depreciation)     (Depreciation)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>         <C>               <C>               <C>               <C>          
Janus Fund                      (61,662,354)           -        9,915,190,833     2,392,254,446     (162,747,305)     2,229,507,141
Janus Balanced Fund                (352,776)           -          111,368,886        10,582,414         (848,830)         9,733,584
Janus Enterprise Fund            (1,489,132)           -          381,149,594        88,364,354       (6,402,414)        81,961,940
Janus Growth and Income Fund     (1,983,992)           -          500,741,221        88,623,092       (7,798,035)        80,825,057
Janus Mercury Fund              (16,082,534)           -        1,349,655,082       200,805,680      (62,389,386)       138,416,294
Janus Overseas Fund                 892,101            -           95,172,011        12,732,219       (2,991,130)         9,741,089
Janus Twenty Fund               (19,609,912)           -        2,519,538,281       507,065,455      (51,409,488)       455,655,967
Janus Venture Fund               (4,567,176)           -        1,407,054,229       393,634,972      (57,943,116)       335,691,856
Janus Worldwide Fund              3,329,396            -        1,575,050,380       253,375,369      (62,217,002)       191,158,367
</TABLE>


                   Janus Funds October 31, 1995 Annual Report

                                       44
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

     Net investment  income  distributions  and capital gains  distributions are
determined  in  accordance  with  income tax  regulations  which may differ from
generally accepted accounting principles. These differences are due to differing
treatments  for  items  such  as  deferral  of  wash  sales,   foreign  currency
transactions,  net operating  losses and capital loss  carryforwards.  Permanent
items  identified  in the period ended  October 31, 1995 have been  reclassified
among the components of net assets as follows:


                                   Undistributed    Undistributed
                                   Net Investment    Net Realized     Paid-In
                                        Income      Gains/(Losses)     Capital
- --------------------------------------------------------------------------------
Janus Fund                           (53,164,955)     61,685,464     (8,520,509)
Janus Balanced Fund                    2,256,929      (2,256,929)          --
Janus Enterprise Fund                  7,610,792      (7,610,792)          --
Janus Growth and Income Fund          (1,985,649)      1,985,718            (69)
Janus Mercury Fund                     2,639,687      (2,639,687)          --
Janus Overseas Fund                      892,101        (892,101)          --
Janus Twenty Fund                    (15,977,751)     15,968,327          9,424
Janus Venture Fund                    (3,447,641)      3,706,161       (258,520)
Janus Worldwide Fund                  33,636,893     (33,636,837)           (56)
- --------------------------------------------------------------------------------
Net  investment  income,  net realized gains and net assets were not affected by
these changes.

4. EXPENSES

     The Fund's expenses may be reduced through expense reduction  arrangements.
Those arrangements  include the use of broker commissions paid to DST Securities
Inc. and uninvested cash balances  earning  interest with the Fund's  custodian.
The Statements of Operations  reflect the total expenses before any offset,  the
amount  of  offset  and the net  expenses.  The  expense  ratios  listed  in the
Financial Highlights reflect total expenses prior to any expense offset.

     These changes are part of new disclosure requirements beginning this fiscal
year.  Prior years do not  reflect  these  changes.  Listed in the table are the
expense ratios before and after offsets.

EXPENSE RATIO COMPARISONS FOR FISCAL YEAR OCTOBER 31, 1995

                                        Exense Ratio                  Actual
                                      Prior to Offsets            Expense Ratio
- --------------------------------------------------------------------------------
Janus Fund                                   0.87%                        0.86%
Janus Balanced Fund                          1.35%                        1.32%
Janus Enterprise Fund                        1.26%                        1.23%
Janus Growth and Income Fund                 1.19%                        1.17%
Janus Mercury Fund                           1.14%                        1.12%
Janus Overseas Fund                          1.76%                        1.73%
Janus Twenty Fund                            1.00%                        0.99%
Janus Venture Fund                           0.92%                        0.91%
Janus Worldwide Fund                         1.24%                        1.23%
- --------------------------------------------------------------------------------

                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE TRUSTEES AND SHAREHOLDERS OF JANUS INVESTMENT FUND

     In our opinion,  the  accompanying  statements  of assets and  liabilities,
including the schedules of investments, and the related statements of operations
and of changes in net assets and the financial  highlights,  present fairly,  in
all material  respects,  the financial  position of Janus Fund,  Janus  Balanced
Fund,  Janus  Enterprise Fund, Janus Growth and Income Fund, Janus Mercury Fund,
Janus Overseas Fund,  Janus Twenty Fund, Janus Venture Fund, and Janus Worldwide
Fund (nine of the portfolios  constituting the Janus Investment Fund,  hereafter
referred to as the "Funds"),  at October 31, 1995,  the results of each of their
operations for the year then ended,  the changes in each of their net assets and
the financial  highlights for each of the periods indicated,  in conformity with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Funds'  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at October  31,  1995 by
correspondence  with the custodian and the  application of alternative  auditing
procedures for unsettled security  transactions,  provide a reasonable basis for
the opinion expressed above.

Price Waterhouse LLP
Denver, Colorado
November 30, 1995




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