JANUS INVESTMENT FUND
497, 1996-05-31
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                            JANUS EQUITY INCOME FUND

                              100 Fillmore Street
                             Denver, CO 80206-4923
                                 1-800-525-3713

                                  May 29, 1996



Janus Equity Income Fund (the "Fund") is a no-load, diversified mutual fund that
seeks current income and long-term  growth of capital by investing  primarily in
income-producing  equity  securities.  The Fund is recently  organized and has a
limited operating history.

For complete  information on how to purchase,  exchange and sell shares,  please
see the Shareholder's Manual beginning on page 7.

The Fund is a  portfolio  of  Janus  Investment  Fund  (the  "Trust"),  which is
registered  with the Securities and Exchange  Commission  ("SEC") as an open-end
management  investment company.  This Prospectus contains  information about the
Fund that you should  consider  before  investing.  Please read it carefully and
keep it for future reference.

Additional  information about the Fund is contained in a Statement of Additional
Information  ("SAI")  filed  with  the  SEC.  The SAI  dated  May 29,  1996,  is
incorporated by reference into this Prospectus.  For a copy of the SAI, write or
call the Fund at the address or phone number listed above.

THESE  SECURITIES  HAVE NOT BEEN  APPROVED  BY THE SEC OR ANY  STATE  SECURITIES
COMMISSION  NOR HAS THE SEC OR ANY  STATE  SECURITIES  COMMISSION  PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.

CONTENTS

- --------------------------------------------------------------------------------
THE FUND AT A GLANCE
Brief description of the Fund ...............................................  2
- --------------------------------------------------------------------------------
EXPENSE INFORMATION
The Fund's annual operating expenses ........................................  2
- --------------------------------------------------------------------------------
THE FUND IN DETAIL
Investment Objective ........................................................  3
Types of Investments ........................................................  3
General Portfolio Policies ..................................................  4
Additional Risk Factors .....................................................  4
- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An explanation of performance terms .........................................  6
- --------------------------------------------------------------------------------
SHAREHOLDER'S MANUAL
Types of Account Ownership ..................................................  7
How to Open Your Janus Account ..............................................  8
How to Purchase Shares ......................................................  8
How to Exchange Shares ......................................................  9
How to Redeem Shares ........................................................  9
Shareholder Services and Account Policies ................................... 11
- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
Investment Adviser and Portfolio Manager .................................... 12
Management Expenses ......................................................... 12
Portfolio Transactions ...................................................... 13
Other Service Providers ..................................................... 13
Other Information ........................................................... 13
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ............................................................... 14
Taxes ....................................................................... 14
- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ................................................ 15
- --------------------------------------------------------------------------------
APPENDIX B
Explanation of Rating Categories ............................................ 17

JANUS EQUITY INCOME FUND PROSPECTUS
<PAGE>
THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

The investment  objective of the Fund is current income and long-term  growth of
capital.

PRIMARY HOLDINGS:

A  diversified  fund that  pursues  its  objective  by  investing  primarily  in
income-producing equity securities.

SHAREHOLDER'S INVESTMENT HORIZON:

The Fund is  designed  for  long-term  investors  who seek  income and growth of
capital with lower  investment  risk and  volatility  than the stock market,  as
measured by the Standard and Poor's 500 Stock Index ("S&P 500"). The Fund is not
designed  as a  short-term  trading  vehicle  and should not be relied  upon for
short-term financial needs.

FUND ADVISER:

Janus Capital  Corporation  ("Janus  Capital")  serves as the Fund's  investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages more than $37 billion in assets.

FUND MANAGER:

Blaine P. Rollins

FUND INCEPTION:

June 1996

EXPENSE INFORMATION

The tables and example  below are  designed to assist you in  understanding  the
various  costs and  expenses  that you will bear  directly or  indirectly  as an
investor in the Fund. Shareholder Transaction Expenses are fees charged directly
to your  individual  account when you buy,  sell or exchange  shares.  The table
below shows that you pay no such fees.  Annual Fund Operating  Expenses are paid
out of the Fund's assets and include fees for portfolio management,  maintenance
of shareholder accounts, shareholder servicing, accounting and other services.

- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES

     Maximum sales load imposed on purchases                     None
     Maximum sales load imposed on reinvested dividends          None
     Deferred sales charges on redemptions                       None
     Redemption fees*                                            None
     Exchange fee**                                              None

*    There is an $8 service fee for redemptions by wire.
**   You may be charged a $5 transaction fee for excessive  exchanges.  See "How
     to Exchange Shares"on page 9.

ANNUAL FUND OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee                                    1.00%
Other Expenses                                    1.50%
- --------------------------------------------------------------------------------
Total Fund Operating Expenses                     2.50%
- --------------------------------------------------------------------------------
(1)  The information in the table above is based on the estimated  expenses that
     the Fund expects to incur in its initial  fiscal year before expense offset
     arrangements.

EXAMPLE
- --------------------------------------------------------------------------------
                                                       1 Year            3 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund returns
5% annually and its expense ratio remains
as listed above. This example shows the
operating expenses that you would indirectly
bear as an investor in the Fund.                        $25               $78
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       2
<PAGE>
THE FUND IN DETAIL

This section takes a closer look at the Fund's  investment  objective,  policies
and the securities in which it invests.  Please carefully review the "Additional
Risk Factors"  section of this Prospectus for a more detailed  discussion of the
risks associated with certain investment  techniques and refer to Appendix A for
a more detailed description of investment terms used throughout this Prospectus.
You should carefully  consider your own investment  goals, time horizon and risk
tolerance before investing in the Fund.

Policies that are noted as "fundamental" cannot be changed without a shareholder
vote. All other policies,  including the Fund's  investment  objective,  are not
fundamental  and may be  changed by the Fund's  Trustees  without a  shareholder
vote. You will be notified of any such changes that are material.  If there is a
material change in the Fund's objective or policies, you should consider whether
the Fund remains an appropriate investment for you.

INVESTMENT OBJECTIVE

The investment  objective of the Fund is current income and long-term  growth of
capital.  It is a  diversified  fund that  pursues  its  objective  by  normally
investing at least 65% of invested assets in income-producing equity securities.
Equity  securities  include  common  stocks,   preferred  stocks,  warrants  and
securities  convertible  into  common or  preferred  stocks.  Although  the Fund
emphasizes   income-producing  equity  securities,   it  also  expects  to  hold
non-income- producing securities selected for their growth potential.

TYPES OF INVESTMENTS

The Fund intends to  emphasize  common  stocks.  The Fund may invest to a lesser
degree  in other  types of  securities,  including  preferred  stock,  warrants,
convertible  securities and debt  securities.  Debt securities that the Fund may
purchase include  corporate bonds and debentures (less than 35% of net assets in
high-yield/high-risk   securities);   government   securities;   mortgage-   and
asset-backed securities (not to exceed 25% of assets); zero-coupon bonds (not to
exceed 10% of assets);  indexed/structured  notes;  high-grade commercial paper;
certificates of deposit;  and repurchase  agreements.  Such securities may offer
growth or income  potential  because of anticipated  changes in interest  rates,
credit  standing,  currency  relationships  or other factors.  The Fund may also
invest in short-term  debt  securities,  including money market funds managed by
Janus Capital, as a means of receiving a return on idle cash.

When the Fund's  portfolio  manager  believes  that  market  conditions  are not
favorable for  profitable  investing or when the portfolio  manager is otherwise
unable to locate favorable investment opportunities,  the Fund's investments may
be  hedged  to a greater  degree  and/or  its cash or  similar  investments  may
increase. In other words, the Fund does not always stay fully invested in stocks
and bonds.  Cash or similar  investments  are a  residual - they  represent  the
assets that remain after the portfolio manager has committed available assets to
desirable investment opportunities.  When the Fund's cash position increases, it
may not  participate in stock market  advances or declines to the extent that it
would if it remained more fully invested in common stocks.

The Fund may invest  without limit in foreign  equity and debt  securities.  The
Fund may use  options,  futures  and  other  types of  derivatives  for  hedging
purposes or for  non-hedging  purposes  such as seeking to enhance  return.  See
"Additional  Risk  Factors"  on page 4. The Fund may  purchase  securities  on a
when-issued, delayed delivery or forward commitment basis.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE FUND.

HOW ARE EQUITY SECURITIES SELECTED?
The Fund  invests  substantially  all of its  assets in common  stocks and other
equity securities to the extent its portfolio manager believes that the relevant
market  environment  favors profitable  investing in those securities.  The Fund
seeks to provide a lower level of volatility  than the stock market at large, as
measured by the S&P 500. The lower volatility  sought by the Fund is expected to
result  primarily from  investments in  dividend-paying  common stocks and other
equity securities that are characterized by relatively  greater price stability.
The  greater  price  stability  sought  by the  Fund  may be  characteristic  of
companies  that generate  above average  positive cash flows.  A company may use
positive cash flows for a number of purposes including  commencing or increasing
dividend payments,  repurchasing its own stock or retiring outstanding debt. The
portfolio  manager also  considers  growth  potential  in  selecting  the Fund's
securities and may hold securities  selected solely for their growth  potential.
The  portfolio  manager  generally  takes a "bottom up" approach to building the
portfolio.  Although  themes may emerge in the Fund,  securities  are  generally
selected  without  regard to any defined  industry  sector or similarly  defined
selection procedure.

- --------------------------------------------------------------------------------

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally,  yes. The portfolio  manager seeks  companies that meet his selection
criteria  regardless of country of organization  or place of principal  business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic  areas  may  warrant  greater   consideration  in  selecting  foreign
securities. See "Additional Risk Factors" on page 4.

- --------------------------------------------------------------------------------

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?
The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and/or  economic  conditions.  Historically,  common stocks have provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on page 4.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       3
<PAGE>
HOW DOES THE FUND TRY TO REDUCE RISK?
Diversification of the Fund's assets reduces the effect of any single holding on
its  overall  portfolio  value.  The Fund may use  futures,  options  and  other
derivative  instruments  to protect the portfolio  from  movements in securities
prices and interest rates.  The Fund may also use a variety of currency  hedging
techniques,  including forward currency contracts,  to manage exchange rate risk
when investing  directly in foreign  markets.  See "Additional Risk Factors." In
addition,  to the extent that the Fund holds a larger cash position,  it may not
participate  in market  declines to the same extent as if it had  remained  more
fully invested in common stocks.

GENERAL PORTFOLIO POLICIES

In investing its  portfolio  assets,  the Fund will follow the general  policies
listed  below.  The  percentage  limitations  included  in  these  policies  and
elsewhere in this Prospectus apply at the time of purchase of the security.  For
example,  if the Fund exceeds a limit as a result of market  fluctuations or the
sale of other securities, it will not be required to dispose of any securities.

DIVERSIFICATION
The  Investment  Company  Act of 1940 (the  "1940  Act")  classifies  investment
companies  as either  diversified  or  nondiversified.  The Fund  qualifies as a
diversified   fund  under  the  1940  Act  and  is  subject  to  the   following
requirements:

o    As a  fundamental  policy,  the  Fund  may not  own  more  than  10% of the
     outstanding voting shares of any issuer.

o    As a fundamental  policy, with respect to 75% of its total assets, the Fund
     will not purchase a security of any issuer  (other than cash items and U.S.
     government  securities,  as defined in the 1940 Act) if such purchase would
     cause the Fund's  holdings  of that issuer to amount to more than 5% of the
     Fund's total assets.

o    The Fund will invest no more than 25% of its assets in a single issuer.

INDUSTRY CONCENTRATION
As a  fundamental  policy,  the Fund will not invest  more than 25% of its total
assets in any particular industry. This policy does not apply to U.S. government
securities.

PORTFOLIO TURNOVER
The Fund  generally  intends to purchase  securities  for  long-term  investment
rather than short-term gains. However,  short-term  transactions may result from
liquidity needs,  securities having reached a price or yield objective,  changes
in interest rates or the credit standing of an issuer,  or by reason of economic
or other  developments  not  foreseen  at the time of the  investment  decision.
Changes are made in the Fund's portfolio whenever its portfolio manager believes
such changes are desirable.  Portfolio turnover rates are generally not a factor
in making buy and sell decisions.  The Fund's portfolio turnover is not expected
to exceed 200%.

To a  limited  extent,  the Fund may  purchase  securities  in  anticipation  of
relatively  short-term  price  gains.  The Fund may also sell one  security  and
simultaneously  purchase the same or a comparable  security to take advantage of
short-term   differentials  in  bond  yields  or  securities  prices.  Increased
portfolio turnover may result in higher costs for brokerage commissions,  dealer
mark-ups  and other  transaction  costs and may also  result in taxable  capital
gains. Certain tax rules may restrict the Fund's ability to engage in short-term
trading if the security has been held for less than three months.

ILLIQUID INVESTMENTS
The  Fund  may  invest  up to 15% of its net  assets  in  illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by Janus Capital.  An illiquid investment is a security or other position
that  cannot be  disposed  of  quickly in the normal  course of  business.  Some
securities  cannot be sold to the U.S.  public because of their terms or because
of SEC  regulations.  Janus Capital may determine that securities that cannot be
sold to the U.S.  public but that can be sold to  institutional  investors  (for
example,  Rule 144A securities) are liquid. Janus Capital will follow guidelines
established  by the  Trustees  of the Trust  ("Trustees")  in  making  liquidity
determinations  for  Rule  144A  securities  and  other  securities,   including
privately placed commercial paper.

BORROWING AND LENDING
The Fund may borrow money and lend securities or other assets, as follows:

o    The Fund may borrow money for temporary or emergency purposes in amounts up
     to 25% of its total assets.

o    The Fund may mortgage or pledge  securities  as security for  borrowings in
     amounts up to 15% of its net assets.

o    As a fundamental  policy,  the Fund may lend securities or other assets if,
     as a result,  no more than 25% of its total  assets  would be lent to other
     parties.

The Fund  intends to seek  permission  from the SEC to borrow money from or lend
money to other funds that permit such  transactions  and for which Janus Capital
serves as investment adviser.  All such borrowing and lending will be subject to
the above percentage limits.  There is no assurance that such permission will be
granted.

ADDITIONAL RISK FACTORS

SPECIAL SITUATIONS
The Fund may  invest  in  "special  situations"  from  time to time.  A  special
situation  arises  when,  in the opinion of the Fund's  portfolio  manager,  the
securities of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer.  Developments  creating a
special  situation  might  include,  among others,  a new product or process,  a
technological breakthrough, a management change or other extraordinary corporate
event,  or  differences  in  market  supply  of and  demand  for  the  security.
Investment in special  situations  may carry an  additional  risk of loss in the
event that the  anticipated  development  does not occur or does not attract the
expected attention.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       4
<PAGE>
FOREIGN SECURITIES

INVESTMENTS  IN FOREIGN  SECURITIES,  INCLUDING  THOSE OF  FOREIGN  GOVERNMENTS,
INVOLVE GREATER RISKS THAN INVESTING IN COMPARABLE DOMESTIC SECURITIES.

Securities of some foreign companies and governments may be traded in the United
States, but most foreign securities are traded primarily in foreign markets. The
risks of foreign investing include:

o    Currency  Risk.  The Fund may buy the local currency when it buys a foreign
     currency denominated security and sell the local currency when it sells the
     security.  As long as the Fund holds a foreign security,  its value will be
     affected by the value of the local  currency  relative to the U.S.  dollar.
     When the Fund sells a foreign security, its value may be worth less in U.S.
     dollars  even though the security  increases in value in its home  country.
     U.S. dollar denominated  securities of foreign issuers may also be affected
     by currency risk.

o    Political  and  Economic  Risk.  Foreign  investments  may  be  subject  to
     heightened political and economic risks,  particularly in underdeveloped or
     developing  countries  which may have relatively  unstable  governments and
     economies based on only a few industries.  In some countries,  there is the
     risk that the  government  may take  over the  assets  or  operations  of a
     company or that the government may impose taxes or limits on the removal of
     the Fund's assets from that country.

o    Regulatory  Risk.  There  may be less  government  supervision  of  foreign
     markets.  Foreign  issuers  may not be subject to the  uniform  accounting,
     auditing and financial  reporting  standards  and  practices  applicable to
     domestic issuers.  There may be less publicly  available  information about
     foreign issuers than domestic issuers.

o    Market   Risk.   Foreign   securities   markets,   particularly   those  of
     underdeveloped  or  developing  countries,  may be  less  liquid  and  more
     volatile than domestic  markets.  Certain  markets may require  payment for
     securities  before  delivery  and delays  may be  encountered  in  settling
     securities  transactions.  In  some  foreign  markets,  there  may  not  be
     protection against failure by other parties to complete transactions. There
     may be limited legal  recourse  against an issuer in the event of a default
     on a debt instrument.

o    Transaction  Costs.   Transaction  costs  of  buying  and  selling  foreign
     securities,  including  brokerage,  tax and custody  costs,  are  generally
     higher than those involved in domestic transactions.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
The Fund may enter into futures  contracts on securities,  financial indices and
foreign currencies and options on such contracts  ("futures  contracts") and may
invest in  options on  securities,  financial  indices  and  foreign  currencies
("options"), forward contracts and interest rate swaps and swap-related products
(collectively "derivative instruments"). The Fund intends to use most derivative
instruments  primarily  to hedge the value of its  portfolio  against  potential
adverse  movements in securities  prices,  foreign  currency markets or interest
rates.  To a limited  extent,  the Fund may also use derivative  instruments for
non-hedging  purposes such as seeking to increase the Fund's income or otherwise
seeking to enhance return. Please refer to Appendix A to this Prospectus and the
SAI for a more detailed discussion of these instruments.

The use of  derivative  instruments  exposes the Fund to  additional  investment
risks and transaction costs. Risks inherent in the use of derivative instruments
include:

o    the risk that interest rates,  securities  prices and currency markets will
     not move in the directions that the portfolio manager anticipates;

o    imperfect  correlation  between  the price of  derivative  instruments  and
     movements in the prices of the  securities,  interest  rates or  currencies
     being hedged;

o    the fact that skills  needed to use these  strategies  are  different  from
     those needed to select portfolio securities;

o    inability  to close out  certain  hedged  positions  to avoid  adverse  tax
     consequences;

o    the  possible  absence  of a liquid  secondary  market  for any  particular
     instrument and possible  exchange-imposed  price fluctuation limits, either
     of which may make it difficult or  impossible  to close out a position when
     desired;

o    leverage  risk,  that is,  the risk  that  adverse  price  movements  in an
     instrument  can  result in a loss  substantially  greater  than the  Fund's
     initial investment in that instrument (in some cases, the potential loss is
     unlimited); and

o    particularly in the case of privately negotiated instruments, the risk that
     the counterparty  will fail to perform its  obligations,  which could leave
     the Fund worse off than if it had not entered into the position.

Although the Fund  believes the use of derivative  instruments  will benefit the
Fund, the Fund's  performance  could be worse than if the Fund had not used such
instruments if the portfolio manager's judgement proves incorrect.

When  the  Fund  invests  in a  derivative  instrument,  it may be  required  to
segregate  cash  and  other  high-grade   liquid  assets  or  certain  portfolio
securities with its custodian to "cover" the Fund's position.  Assets segregated
or set aside  generally may not be disposed of so long as the Fund maintains the
positions requiring segregation or cover.  Segregating assets could diminish

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       5
<PAGE>
the Fund's return due to the  opportunity  losses of foregoing  other  potential
investments with the segregated assets.

HIGH-YIELD/HIGH-RISK SECURITIES
High-yield/high-risk  securities  (or "junk"  bonds) are debt  securities  rated
below investment grade by the primary rating agencies (such as Standard & Poor's
and Moody's). Please refer to Appendix B for a description of rating categories.

The value of lower quality securities generally is more dependent on the ability
of the issuer to meet interest and principal  payments (i.e.,  credit risk) than
is the case for  higher  quality  securities.  Conversely,  the  value of higher
quality  securities  may be more sensitive to interest rate movements than lower
quality  securities.  Issuers of  high-yield/high-risk  securities may not be as
strong   financially  as  those  issuing  bonds  with  higher  credit   ratings.
Investments in such companies are considered to be more  speculative than higher
quality investments.

Issuers  of  high-yield/high-risk  securities  are  more  vulnerable  to real or
perceived  economic  changes (for  instance,  an economic  downturn or prolonged
period of rising  interest  rates),  political  changes or adverse  developments
specific to the issuer.  The market for lower  quality  securities  is generally
less liquid than the market for higher  quality  bonds.  Adverse  publicity  and
investor  perceptions  as well as new or  proposed  laws may also have a greater
negative impact on the market for lower quality securities.

See Appendix A for risks associated with certain other investments.

- --------------------------------------------------------------------------------

PERFORMANCE TERMS

This section will help you  understand  various  terms that are commonly used to
describe the Fund's  performance.  You may see  references to these terms in our
newsletters,   advertisements  and  in  media  articles.   Our  newsletters  and
advertisements  may  include  comparisons  of  the  Fund's  performance  to  the
performance  of other mutual funds,  mutual fund  averages or  recognized  stock
market  indices.  The  Fund  generally  measures  performance  in terms of total
return.

Cumulative  total return  represents  the actual rate of return on an investment
for a specified  period.  Cumulative  total return is generally  quoted for more
than one year (e.g.,  the life of the Fund). A cumulative  total return does not
show interim fluctuations in the value of an investment.

Average annual total return  represents the average annual  percentage change of
an investment over a specified period. It is calculated by taking the cumulative
total return for the stated period and  determining  what constant annual return
would have produced the same cumulative return.  Average annual returns for more
than one year tend to smooth out variations in the Fund's return and are not the
same as actual annual results.

THE FUND  IMPOSES NO SALES OR OTHER  CHARGES  THAT  WOULD  AFFECT  TOTAL  RETURN
COMPUTATIONS. FUND PERFORMANCE FIGURES ARE BASED UPON HISTORICAL RESULTS AND ARE
NOT INTENDED TO INDICATE FUTURE  PERFORMANCE.  INVESTMENT  RETURNS AND NET ASSET
VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES,  WHEN REDEEMED,  MAY BE WORTH
MORE OR LESS THAN THEIR ORIGINAL COST.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       6
<PAGE>
SHAREHOLDER'S MANUAL

This section will help you become  familiar with the different types of accounts
you can  establish  with Janus.  This section  also  explains in detail the wide
array of services and features you can establish on your account. These services
or policies may be modified or discontinued without shareholder approval.

HOW TO GET IN TOUCH WITH JANUS

If you have any questions while reading this Prospectus,  please call one of our
Investor  Service   Representatives   at  1-800-525-3713   Monday-Friday:   8:00
a.m.-10:00 p.m., and Saturday: 10:00 a.m.-7:00 p.m., New York time.

- --------------------------------------------------------------------------------
MINIMUM INVESTMENTS*
     To open a new account ...........................................  $2,500
     To open a new retirement or UGMA/UTMA account ...................  $  500
     To open a new account with an Automatic Investment Program ......  $  500**
     To add to any type of an account ................................  $  100

*    The Fund  reserves  the right to change the amount of these  minimums  from
     time to time or to waive  them in whole  or in part  for  certain  types of
     accounts.
**   There is a $100 minimum subsequent investment.
- --------------------------------------------------------------------------------

TYPES OF ACCOUNT OWNERSHIP

If you are investing for the first time,  you will need to establish an account.
You can establish the following  types of accounts by completing the New Account
Application. To request an application, call 1-800-525-3713.

o    Individual or Joint Ownership. Individual accounts are owned by one person.
     Joint accounts have two or more owners.

o    A Gift or  Transfer  to Minor  (UGMA or UTMA).  An  UGMA/UTMA  account is a
     custodial  account  managed for the benefit of a minor.  To open an UGMA or
     UTMA account,  you must include the minor's Social  Security  number on the
     application.

o    Trust. An established trust can open an account. The names of each trustee,
     the name of the trust and the date of the trust  agreement must be included
     on the application.

o    Business Accounts.  Corporations and partnerships may also open an account.
     The application must be signed by an authorized  officer of the corporation
     or a general partner of the partnership.

RETIREMENT ACCOUNTS

If you  are  eligible,  you  may  set up  your  account  under  a  tax-sheltered
retirement plan. A retirement plan allows you to shelter your investment  income
and capital gains from current income taxes.  A contribution  to these plans may
also be tax  deductible.  Distributions  from  retirement  plans  are  generally
subject to income tax and may be subject to an additional tax if withdrawn prior
to age 591/2.

Investors  Fiduciary Trust Company serves as custodian for the Retirement  Plans
offered by the Fund.  There is an annual $12 fee per  account to  maintain  your
retirement  account.  The maximum annual fee is $24 per taxpayer  identification
number. You may pay the fee by check or have it automatically deducted from your
account (usually in December).

The following plans require a special  application.  For an application and more
details about our Retirement Plans, call 1-800-525-3713.

o    Individual  Retirement Account ("IRA"): An IRA allows individuals under the
     age of 701/2 with earned income to contribute up to the lesser of $2,000 or
     100% of compensation annually.  Please refer to the Janus Funds IRA booklet
     for complete information regarding IRAs.

o    Simplified  Employee Pension Plan ("SEP"):  This plan allows small business
     owners  (including sole proprietors) to make  tax-deductible  contributions
     for  themselves  and any  eligible  employee(s).  A SEP  requires an IRA (a
     SEP-IRA) to be set up for each SEP participant.

o    Profit  Sharing or Money  Purchase  Pension  Plan:  These plans are open to
     corporations,  partnerships and sole proprietors to benefit their employees
     and themselves.

o    Section  403(b)(7) Plan:  Employees of educational  organizations  or other
     qualifying,  tax-exempt  organizations  may be eligible to participate in a
     Section 403(b)(7) Plan.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       7
<PAGE>
HOW TO OPEN YOUR JANUS ACCOUNT

Complete and sign the  appropriate  application.  Please be sure to provide your
Social Security or taxpayer identification number on the application.  Make your
check payable to Janus Funds. Send all items to one of the following addresses:

Regular Mail
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923

INVESTOR SERVICE CENTERS
Janus Funds offers two Investor Service Centers for those  individuals who would
like to conduct their investing in person. Our representatives  will be happy to
assist you at either of the following locations:

100 Fillmore Street, Suite 100
Denver, CO 80206

3773 Cherry Creek North Drive, Suite 101
Denver, CO 80209

HOW TO PURCHASE SHARES

PAYING FOR SHARES
When you purchase  shares,  your request will be processed at the next net asset
value per share  ("NAV")  calculated  after your order is received and accepted.
Please note the following:

o    Cash,  credit cards,  third party checks and credit card checks will not be
     accepted.

o    All purchases must be made in U.S. dollars.

o    Checks must be drawn on a U.S. bank and made payable to Janus Funds.

o    If a check does not clear your bank,  the Fund reserves the right to cancel
     the purchase.

o    If the Fund is unable to debit your  predesignated  bank account on the day
     of purchase, it may make additional attempts or cancel the purchase.

o    The Fund reserves the right to reject any specific purchase request.

If your purchase is cancelled,  you will be  responsible  for any losses or fees
imposed by your bank and losses  that may be incurred as a result of any decline
in the  value  of the  cancelled  purchase.  The Fund  (or its  agents)  has the
authority to redeem  shares in your  account(s)  to cover any such losses due to
fluctuations in share price. Any profit on such  cancellation will accrue to the
Fund.

ONCE YOU HAVE OPENED YOUR JANUS  ACCOUNT,  THE MINIMUM  AMOUNT FOR AN ADDITIONAL
INVESTMENT  IS $100.  You may add to your account at any time through any of the
following options:

BY MAIL
Complete  the  remittance  slip  attached  at the  bottom  of your  confirmation
statement.  If you are  making a  purchase  into a  retirement  account,  please
indicate  whether  the  purchase  is a  rollover  or a  current  or  prior  year
contribution. Send your check and remittance slip or written instructions to one
of the addresses listed previously. You may also request a booklet of remittance
slips for non-retirement accounts.

BY TELEPHONE
This service allows you to purchase  additional  shares quickly and conveniently
through an electronic transfer of money. When you make an additional purchase by
telephone,  Janus will  automatically  debit your predesignated bank account for
the desired  amount.  To establish  the  telephone  purchase  option on your new
account,  complete  the  "Telephone  Purchase of Shares  Option"  section on the
application  and attach a "voided" check or deposit slip from your bank account.
If your  account is already  established,  call  1-800-525-3713  to request  the
appropriate  form. This option will become  effective ten days after the form is
received.

BY WIRE
Purchases  may also be made by wiring money from your bank account to your Janus
account. Call 1-800-525-3713 to receive wiring instructions.

AUTOMATIC INVESTMENT PROGRAMS
Janus offers several  automatic  investment  programs to help investors  achieve
their financial goals as simply and conveniently as possible. You may open a new
account with a $500 initial purchase and $100 automatic subsequent investments.

o    AUTOMATIC  MONTHLY  INVESTMENT  PROGRAM
     You  select  the day each month  that your  money  ($100  minimum)  will be
     electronically  transferred from your bank account to your Fund account. To
     establish this option,  complete the "Automatic Monthly Investment Program"
     section on the application and attach a "voided" check or deposit slip from
     your bank  account.  If your Fund  account  is  already  established,  call
     1-800-525-3713 to request the appropriate form.

o    PAYROLL DEDUCTION
     If your employer can initiate an automatic payroll deduction,  you may have
     all or a portion of your paycheck  ($100  minimum)  invested  directly into
     your Fund account.  To obtain information on establishing this option, call
     1-800-525-3713.

o    BY SYSTEMATIC EXCHANGE
     With a Systematic Exchange you determine the amount of money ($100 minimum)
     you would like automatically exchanged from one Janus account to another on
     any day of the month. For more information on how to establish this option,
     call 1-800-525-3713.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       8
<PAGE>
HOW TO EXCHANGE SHARES

On any  business  day, you may exchange all or a portion of your shares into any
other available Janus fund.

IN WRITING
To request an exchange in writing,  please follow the  instructions  for written
requests noted on page 10.

BY TELEPHONE
All accounts are  automatically  eligible for the telephone  exchange option. To
exchange  shares  by  telephone,  call an  Investor  Service  Representative  at
1-800-525-3713  during  normal  business  hours  or call  the  Janus  Electronic
Telephone Service (JETS(R)) line at 1-800-525-6125.

BY SYSTEMATIC EXCHANGE
As noted above, you may establish a Systematic  Exchange for as little as a $100
subsequent purchase per month on established  accounts.  You may establish a new
account with a $500 initial purchase and subsequent $100 systematic exchanges.

If the balance in the account you are exchanging from falls below the systematic
exchange amount,  all remaining shares will be exchanged and the program will be
discontinued.

EXCHANGE POLICIES

o    Except for Systematic Exchanges,  new accounts established by exchange must
     be opened with $2,500 or the total account value if less than $2,500.

o    Exchanges   between  existing   accounts  must  meet  the  $100  subsequent
     investment requirement.

o    You may  make  four  exchanges  out of the  Fund  during  a  calendar  year
     (exclusive of Systematic  Exchanges) free of charge.  The Fund reserves the
     right to have a $5 transaction fee automatically deducted from your account
     for each additional exchange.

o    Exchanges  between accounts will be accepted only if the  registrations are
     identical.

o    If the shares you are  exchanging  are held in  certificate  form, you must
     return the certificate to your Fund prior to making any exchanges.

o    Be sure  that you read the  prospectus  for the  Fund  into  which  you are
     exchanging.

o    The Fund reserves the right to reject any exchange request and to modify or
     terminate  the exchange  privilege at any time.  For example,  the Fund may
     reject  exchanges  from accounts  engaged in excessive  trading  (including
     market timing transactions) that are detrimental to the Fund.

o    An exchange represents the sale of shares from one Fund and the purchase of
     shares  of  another  Fund,  which may  produce a taxable  gain or loss in a
     non-tax deferred account.

QUICK ADDRESS AND TELEPHONE REFERENCE

Regular Mail
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923

Janus Investor Services    1-800-525-3713
To speak to a service representative

Janus Quoteline(R)  1-800-525-0024
For automated daily quotes on fund share prices, yields and total returns.

JETS(R)    1-800-525-6125
For 24-hour access to account and fund information.

Janus Literature Line      1-800-525-8983
To request a prospectus, shareholder reports or marketing materials.

TDD      1-800-525-0056
A telecommunications device for our hearing- and speech-impaired shareholders.

HOW TO REDEEM SHARES

On any  business  day,  you may redeem all or a portion of your  shares.  If the
shares are held in certificate  form, the  certificate  must be returned with or
before your redemption  request.  Your transaction will be processed at the next
NAV calculated after your order is received and accepted.

IN WRITING
To request a redemption in writing,  please follow the  instructions for written
requests noted on page 10.

BY TELEPHONE
Most  accounts  have the  telephone  redemption  option,  unless this option was
specifically declined on the application or in writing.

This  option  enables you to redeem up to  $100,000  daily from your  account by
simply calling 1-800-525-3713 by 4:00 p.m. New York time.

SYSTEMATIC WITHDRAWAL PLAN ("SWP")
SWPs allow you to redeem a specific dollar amount from your account on a regular
basis. For more information on SWPs or to request the appropriate  form,  please
call 1-800-525-3713.

PAYMENT OF REDEMPTION PROCEEDS

o    BY CHECK
     Redemption  proceeds  will be sent to the  shareholder(s)  of record at the
     address of record  within  seven days after  receipt of a valid  redemption
     request.

o    ELECTRONIC TRANSFER
     If you have  established  this option,  your  redemption  proceeds  will be
     electronically transferred to your predesignated bank account on the second
     business day after receipt of your  redemption  request.  To establish this
     option, call 1-800-525-3713. There is no fee for this option.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       9
<PAGE>
o    BY WIRE
     If you are  authorized for the wire  redemption  service,  your  redemption
     proceeds will be wired  directly into your  designated  bank account on the
     next business day after  receipt of your  redemption  request.  There is no
     limitation on  redemptions  by wire;  however,  there is an $8 fee for each
     wire and your bank may charge an additional fee to receive the wire. If you
     would like to  establish  this option on an existing  account,  please call
     1-800-525-3713  to request the appropriate  form. Wire  redemptions are not
     available for retirement accounts.

IF THE SHARES BEING REDEEMED WERE  PURCHASED BY CHECK,  TELEPHONE OR THROUGH THE
AUTOMATIC  MONTHLY  INVESTMENT  PROGRAM,  THE FUND MAY DELAY THE PAYMENT OF YOUR
REDEMPTION  PROCEEDS  FOR UP TO 15 DAYS  FROM THE DAY OF  PURCHASE  TO ALLOW THE
PURCHASE TO CLEAR. Unless you provide alternate instructions, your proceeds will
be invested in Janus Money Market Fund - Investor  Shares during the 15 day hold
period.

WRITTEN INSTRUCTIONS

To redeem or exchange all or part of your shares in writing, your request should
be sent to one of the addresses  listed on page 8 and must include the following
information:

o    the name of the Fund,

o    the account number,

o    the amount of money or number of shares being redeemed,

o    the name(s) on the account,

o    the signature(s) of all registered account owners, and

o    your daytime telephone number.

o SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

o    Individual,  Joint Tenants, Tenants in Common: Written instructions must be
     signed by each  shareholder,  exactly  as the names  appear in the  account
     registration.

o    UGMA or UTMA:  Written  instructions  must be  signed by the  custodian  in
     his/her capacity as it appears in the account registration.

o    Sole Proprietor, General Partner: Written instructions must be signed by an
     authorized  individual  in his/her  capacity  as it appears on the  account
     registration.

o    Corporation,  Association:  Written  instructions  must  be  signed  by the
     person(s)  authorized to act on the account. In addition,  a certified copy
     of the corporate  resolution  authorizing  the signer to act must accompany
     the request.

o    Trust:  Written  instructions  must be  signed  by the  trustee(s).  If the
     name(s)  of  the  current   trustee(s)  does  not  appear  in  the  account
     registration, a certificate of incumbency dated within 60 days must also be
     submitted.

o    IRA:  Written  instructions  must be signed by the account owner. If you do
     not want federal income tax withheld from your  redemption,  you must state
     that you  elect not to have  such  withholding  apply.  In  addition,  your
     instructions  must state  whether  the  distribution  is normal  (after age
     591/2) or  premature  (before  age 591/2) and,  if  premature,  whether any
     exceptions  such as  death  or  disability  apply  with  regard  to the 10%
     additional tax on early distributions.

SIGNATURE GUARANTEE

In  addition  to the  signature  requirements,  a  signature  guarantee  is also
required if any of the following is applicable:

o    The redemption exceeds $100,000.

o    You  would  like  the  check  made   payable  to  anyone   other  than  the
     shareholder(s) of record.

o    You would like the check mailed to an address which has been changed within
     10 days of the redemption request.

o    You would  like the check  mailed to an address  other than the  address of
     record.

THE FUND  RESERVES  THE  RIGHT TO  REQUIRE A  SIGNATURE  GUARANTEE  UNDER  OTHER
CIRCUMSTANCES  OR TO REJECT OR DELAY A REDEMPTION ON CERTAIN LEGAL GROUNDS.  FOR
MORE INFORMATION PERTAINING TO SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.

PRICING OF FUND SHARES

All  purchases,  redemptions  and  exchanges  will be  processed at the NAV next
calculated  after  your  request is  received  and  approved.  The Fund's NAV is
calculated  at the close of the  regular  trading  session of the New York Stock
Exchange (the "NYSE")  (normally 4:00 p.m. New York time) each day that the NYSE
is open.  In order to receive a day's price,  your order must be received by the
close of the regular trading session of the NYSE. NAV per share is calculated by
dividing  the  total  value of the  Fund's  securities  and other  assets,  less
liabilities, by the total number of shares outstanding. Securities are valued at
market value or, if a market quotation is not readily  available,  at their fair
value  determined in good faith under  procedures  established  by and under the
supervision of the Trustees.  Short-term instruments maturing within 60 days are
valued at amortized cost, which approximates  market value. See the SAI for more
detailed information.

HOW TO OBTAIN A SIGNATURE GUARANTEE

A signature  guarantee  assures  that a  signature  is  genuine.  The  signature
guarantee  protects  shareholders  from  unauthorized  account  transfers.   The
following financial  institutions may guarantee  signatures:  banks, savings and
loan  associations,  trust companies,  credit unions,  broker-dealers and member
firms of a national securities exchange.  Call your financial institution to see
if they have the ability to guarantee a signature. A SIGNATURE GUARANTEE MAY NOT
BE PROVIDED BY A NOTARY PUBLIC.

If you live outside the United States, a foreign bank properly  authorized to do
business  in  your  country  of  residence  or a U.S.  consulate  may be able to
authenticate your signature.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       10
<PAGE>
SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))
JETS,  our  electronic  telephone  service  line,  offers you 24-hour  access by
TouchTone(TM)  telephone  to obtain your account  balance,  to confirm your last
transaction or dividend posted to your account,  to order  duplicate  account or
tax statements,  to reorder money market fund checks, to exchange your shares or
to purchase  shares.  JETS can be accessed by calling  1-800-525-6125.  Calls on
JETS are limited to seven minutes.

ACCOUNT MINIMUMS
Minimum  account  sizes are noted on page 7. Due to the  proportionately  higher
costs of maintaining  small  accounts,  Janus reserves the right to deduct a $10
annual  maintenance  fee (or the  value of the  account  if less  than $10) from
accounts  with  values  below  the  minimums  described  above or to close  such
accounts.  This  policy will apply to accounts  participating  in the  Automatic
Monthly  Investment  Program  only if your  account  balance  does not reach the
required  minimum  initial  investment  or falls below such minimum and you have
discontinued  monthly  investments.  This policy does not apply to accounts that
fall below the minimums solely as a result of market value  fluctuations.  It is
expected  that  accounts  will be valued and the $10 fee  assessed on the second
Friday of September of each year.  You will receive  notice before we charge the
$10 fee or close your account so that you may increase  your account  balance to
the required minimum.

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS
You may  purchase or sell Fund  shares  through a  broker-dealer,  bank or other
financial  institution,  or an  organization  that  provides  recordkeeping  and
consulting  services to 401(k)  plans or other  qualified  plans (a  "Processing
Organization").  Processing  Organizations may charge you a fee for this service
and may require  different  minimum initial and subsequent  investments than the
Fund. The Processing  Organization may also impose other charges or restrictions
different from those applicable to shareholders who invest in the Fund directly.
The Processing Organization, rather than its customer, may be the shareholder of
record  of your  shares.  The Fund is not  responsible  for the  failure  of any
Processing  Organization to carry out its obligations to its customers.  Certain
Processing  Organizations  may receive  compensation  from Janus  Capital or its
affiliates and certain  Processing  Organizations may receive  compensation from
the Fund for shareholder recordkeeping and similar services.

TAXPAYER IDENTIFICATION NUMBER
On the application or other  appropriate form, you will be asked to certify that
your Social Security or taxpayer  identification  number is correct and that you
are not subject to backup  withholding  for failing to report income to the IRS.
If you are subject to the 31% backup  withholding  or you did not  certify  your
taxpayer  identification,  the IRS  requires  the  Fund to  withhold  31% of any
dividends  paid and  redemption  or  exchange  proceeds.  In addition to the 31%
backup  withholding,  you may be subject to a $50 fee to reimburse  the Fund for
any penalty that the IRS may impose.

SHARE CERTIFICATES
Most  shareholders  choose not to hold their shares in certificate  form because
account transactions such as exchanges and redemptions cannot be completed until
the  certificate  has been  returned  to the  Fund.  The Fund will  issue  share
certificates  upon written request only. Share  certificates  will not be issued
until the shares  have been held for at least 15 days and will not be issued for
accounts  that  do  not  meet  the  minimum   investment   requirements.   Share
certificates  cannot be issued for  retirement  accounts.  In  addition,  if the
certificate is lost, there may be a replacement charge.

INVOLUNTARY REDEMPTIONS
The Fund reserves the right to close an account if the  shareholder is deemed to
engage in activities which are illegal or otherwise detrimental to the Fund.

TELEPHONE TRANSACTIONS
You may initiate many  transactions  by telephone.  The Fund and its agents will
not be responsible for any losses resulting from unauthorized  transactions when
procedures designed to verify the identity of the caller are followed.

It may be  difficult to reach the Fund by  telephone  during  periods of unusual
market  activity.  If you are  unable to reach a  representative  by  telephone,
please consider sending written  instructions,  stopping by a Service Center, or
in the case of exchanges, calling the JETS line.

TEMPORARY SUSPENSION OF SERVICES
The Fund or its agents may, in case of emergency,  temporarily suspend telephone
transactions and other shareholder services.

ADDRESS CHANGES
To change the address on your  account,  call  1-800-525-3713  or send a written
request signed by all account owners.  Include the name of the Fund, the account
number(s),  the  name(s)  on the  account  and both  the old and new  addresses.
Certain  options may be suspended for 10 days following an address change unless
a signature guarantee is provided.

REGISTRATION CHANGES
To change the name on an account, the shares are generally  transferred to a new
account.  In  some  cases,  legal  documentation  may  be  required.   For  more
information call 1-800-525-3713.

STATEMENTS AND REPORTS
The Fund will send you a confirmation  statement  after every  transaction  that
affects your account balance or your account  registration.  If you are enrolled
in our Automatic Monthly  Investment  Program and invest on a monthly basis, you
will receive quarterly  confirmation  statements  unless monthly  statements are
requested.  Information regarding the tax status of income dividends and capital
gains  distributions will be mailed to shareholders on or before January 31st of
each year. Account tax information will also be sent to the IRS.

Financial  reports for the Fund,  which  include a list of the Fund's  portfolio
holdings,  will be mailed semiannually to all shareholders.  To reduce expenses,
only one copy of most financial reports will be mailed to accounts with the same
record address. Upon request, such reports will be mailed to all accounts in the
same  household.  Please  call  1-800-525-3713  if you  would  like  to  receive
additional reports.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       11
<PAGE>
MANAGEMENT OF THE FUND

TRUSTEES

The Trustees  oversee the business  affairs of the Trust and are responsible for
major decisions  relating to the Fund's investment  objective and policies.  The
Trustees  delegate the day-to-day  management of the Fund to the officers of the
Trust and meet at least  quarterly  to review  the Fund's  investment  policies,
performance, expenses and other business affairs.

INVESTMENT ADVISER

Janus  Capital,  100  Fillmore  Street,  Denver,  Colorado  80206-4923,  is  the
investment adviser to the Fund and is responsible for the day-to-day  management
of its investment portfolio and other business affairs.

Janus  Capital  has  served as  investment  adviser  to the Fund  since 1970 and
currently  serves as  investment  adviser to all of the Janus funds,  as well as
adviser  or  subadviser  to  other  mutual  funds  and  individual,   corporate,
charitable and retirement accounts.

Kansas City Southern  Industries,  Inc.  ("KCSI") owns  approximately 83% of the
outstanding  voting stock of Janus  Capital,  most of which it acquired in 1984.
KCSI is a publicly traded holding company whose primary subsidiaries are engaged
in  transportation,  information  processing and financial  services.  Thomas H.
Bailey, President and Chairman of the Board of Janus Capital, owns approximately
12% of its voting stock and, by agreement with KCSI, selects a majority of Janus
Capital's Board.

Janus Capital  furnishes  continuous advice and  recommendations  concerning the
Fund's  investments.   Janus  Capital  also  furnishes  certain  administrative,
compliance  and  accounting  services for the Fund, and may be reimbursed by the
Fund for its costs in  providing  those  services.  In addition,  Janus  Capital
employees serve as officers of the Trust and Janus Capital provides office space
for the Fund and pays the  salaries,  fees and expenses of all Fund officers and
those Trustees who are affiliated with Janus Capital.

PORTFOLIO MANAGER

Blaine P. Rollins is Executive Vice President and portfolio manager of the Fund.
He joined  Janus  Capital in 1990 and has gained  experience  as a fixed  income
trader and equity research analyst prior to assuming  management  responsibility
for the Fund.  He holds a Bachelor of Science in Finance from the  University of
Colorado and is a Chartered Financial Analyst.

- --------------------------------------------------------------------------------

PERSONAL INVESTING
Janus  Capital  permits  investment  and other  personnel  to purchase  and sell
securities for their own accounts,  subject to Janus Capital's  policy governing
personal  investing.  Janus  Capital's  policy  requires  investment  and  other
personnel to conduct their personal investment activities in a manner that Janus
Capital  believes  is not  detrimental  to the  Fund or  Janus  Capital's  other
advisory clients. See the SAI for more detailed information.

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

The Fund pays Janus  Capital a  management  fee which is accrued  daily and paid
monthly.  The advisory agreement with the Fund spells out the management fee and
other  expenses  that the Fund must pay.  The  Fund's  management  fee  schedule
(expressed as an annual rate) is set out in the chart below.

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

The Fund incurs expenses not assumed by Janus Capital,  including transfer agent
and custodian fees and expenses,  legal and auditing fees,  printing and mailing
costs of sending  reports and other  information to existing  shareholders,  and
independent  Trustees'  fees  and  expenses.   Janus  Capital  will  reduce  its
management fee to the extent that Fund expenses exceed regulatory limits imposed
by state securities regulators.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       12
<PAGE>
PORTFOLIO TRANSACTIONS

Purchases  and  sales of  securities  on  behalf  of the Fund  are  executed  by
broker-dealers  selected by Janus  Capital.  Broker-dealers  are selected on the
basis of their  ability  to obtain  best  price  and  execution  for the  Fund's
transactions and recognizing brokerage,  research and other services provided to
the Fund and to Janus Capital.  Janus Capital may also consider payments made by
brokers  effecting  transactions  for the  Fund i) to the  Fund or ii) to  other
persons  on behalf of the Fund for  services  provided  to the Fund for which it
would be obligated to pay.  Janus Capital may also  consider  sales of shares of
the Fund as a factor in the  selection of  broker-dealers.  The Fund's  Trustees
have authorized Janus Capital to place portfolio transactions on an agency basis
with a broker-dealer  affiliated with Janus Capital.  When  transactions for the
Fund are effected with that  broker-dealer,  the commissions payable by the Fund
are credited against certain Fund operating  expenses.  The SAI further explains
the selection of broker-dealers.

OTHER SERVICE PROVIDERS

The following parties provide the Fund with administrative and other services.

Domestic Custodian
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64105

Foreign Custodian
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

Transfer Agent
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217

Distributor
Janus Distributors, Inc.
100 Fillmore Street
Denver, Colorado 80206

Janus  Service  Corporation  and  Janus  Distributors,   Inc.  are  wholly-owned
subsidiaries  of  Janus  Capital.   Investors   Fiduciary  Trust  Company  is  a
wholly-owned subsidiary of State Street Bank and Trust Company.

OTHER INFORMATION

ORGANIZATION
The Trust is a "mutual  fund" that was  organized  as a  Massachusetts  business
trust on February 11, 1986.  A mutual fund is an  investment  vehicle that pools
money from  numerous  investors  and  invests  the money to achieve a  specified
objective.

As of the date of this Prospectus, the Trust offers 19 separate series, three of
which  currently  offer two  classes  of shares.  The Trust  offers the other 18
series by other prospectuses.

SHAREHOLDER MEETINGS
The Trust does not intend to hold annual shareholder meetings.  However, special
meetings may be called specifically for the Fund or for the Trust as a whole for
purposes such as electing or removing Trustees,  terminating or reorganizing the
Trust,  changing  fundamental  policies,  or for any other  purpose  requiring a
shareholder  vote under the 1940 Act.  Separate votes are taken by the Fund only
if a matter affects or requires the vote of just the Fund or the Fund's interest
in the matter differs from the interest of other  portfolios of the Trust.  As a
shareholder, you are entitled to one vote for each share that you own.

SIZE OF THE FUND
The  Fund  has no  present  plans  to  limit  its  size.  However,  the Fund may
discontinue sales of its shares if management  believes that continued sales may
adversely  affect the Fund's  ability to achieve its  investment  objective.  If
sales of the Fund are discontinued, it is expected that existing shareholders of
the Fund would be permitted  to continue to purchase  shares and to reinvest any
dividends or capital gains distributions, absent highly unusual circumstances.

MASTER/FEEDER OPTION
The Trust may in the future seek to achieve the Fund's  investment  objective by
investing all of the Fund's assets in another investment company having the same
investment   objective  and  substantially  the  same  investment  policies  and
restrictions  as those  applicable  to the Fund.  It is  expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the Fund. The  shareholders  of the Trust of record on April 30, 1992,
and the initial  shareholder(s) of the Fund, have voted to vest authority to use
this  investment  structure in the sole  discretion of the Trustees.  No further
approval of the shareholders of the Fund is required.  You will receive at least
30 days' prior notice of any such investment. Such investment would be made only
if the  Trustees  determine  it to be in the best  interests of the Fund and its
shareholders.  In making that  determination  the Trustees will consider,  among
other things,  the benefits to  shareholders  and/or the  opportunity  to reduce
costs and achieve operational efficiencies.  Although the Fund believes that the
Trustees  will not  approve  an  arrangement  that is likely to result in higher
costs,  no  assurance  is given that costs  will be  materially  reduced if this
option is implemented.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       13
<PAGE>
DISTRIBUTIONS AND TAXES

- --------------------------------------------------------------------------------

DISTRIBUTIONS
THE INTERNAL REVENUE CODE REQUIRES THE FUND TO DISTRIBUTE NET INCOME AND ANY NET
GAINS REALIZED BY ITS INVESTMENTS ANNUALLY. THE FUND'S INCOME FROM DIVIDENDS AND
INTEREST AND ANY NET REALIZED  SHORT-TERM CAPITAL GAINS ARE PAID TO SHAREHOLDERS
AS DIVIDENDS.  NET REALIZED  LONG-TERM GAINS ARE PAID TO SHAREHOLDERS AS CAPITAL
GAINS  DISTRIBUTIONS.  DIVIDENDS ARE DECLARED AND PAID QUARTERLY,  WHILE CAPITAL
GAINS DISTRIBUTIONS ARE DECLARED AND PAID IN DECEMBER.

HOW DISTRIBUTIONS AFFECT A FUND'S NAV
Distributions are paid to shareholders as of the record date of the distribution
of the Fund,  regardless  of how long the shares have been held.  Dividends  and
capital gains  awaiting  distribution  are included in the Fund's daily NAV. The
share  price of the Fund  drops by the  amount of the  distribution,  net of any
subsequent market fluctuations.  As an example,  assume that on December 31, the
Fund  declared a dividend in the amount of $0.25 per share.  If the Fund's share
price was $10.00 on December  30, the Fund's share price on December 31 would be
$9.75, barring market fluctuations.

"BUYING A DIVIDEND"
If you purchase  shares of the Fund just before the  distribution,  you will pay
the full price for the shares and receive a portion of the  purchase  price back
as a taxable  distribution.  This is referred to as "buying a dividend."  In the
above  example,  if you bought shares on December 30, you would have paid $10.00
per share.  On December 31, the Fund would pay you $0.25 per share as a dividend
and your shares  would now be worth $9.75 per share.  Unless your account is set
up as a  tax-deferred  account,  dividends paid to you would be included in your
gross income for tax purposes,  even though you may not have participated in the
increase in NAV of the Fund, whether or not you reinvested the dividends.

DISTRIBUTION OPTIONS

When you open an account,  you must specify on your  application how you want to
receive your distributions.  You may change your distribution option at any time
by writing or calling 1-800-525-3713. The Fund offers the following options:

1.   Reinvestment  Option.  You may reinvest  your income  dividends and capital
     gains   distributions  in  additional  shares.   This  option  is  assigned
     automatically if no other choice is made.

2.   Cash  Option.  You may receive  your  income  dividends  and capital  gains
     distributions in cash.

3.   Reinvest And Cash Option.  You may receive either your income  dividends or
     capital  gains  distributions  in cash and reinvest the other in additional
     shares.

4.   Redirect Option. You may direct your dividends or capital gains to purchase
     shares of another Janus fund.

The Fund reserves the right to reinvest  undeliverable and uncashed dividend and
distribution checks that remain outstanding for six months in shares of the Fund
at the NAV next computed after the check is cancelled.  Subsequent distributions
may also be reinvested.

TAXES

As with any investment, you should consider the tax consequences of investing in
the Fund. The following  discussion  does not apply to  tax-deferred  retirement
accounts,  nor is it a complete  analysis  of the federal  tax  implications  of
investing  in  the  Fund.  You  may  wish  to  consult  your  own  tax  adviser.
Additionally,  state or local taxes may apply to your investment, depending upon
the laws of your state of residence.

TAXES ON DISTRIBUTIONS
Distributions  by the Fund are  subject to federal  income  tax,  regardless  of
whether the  distribution is made in cash or reinvested in additional  shares of
the Fund.  In certain  states,  a portion  of the  dividends  and  distributions
(depending  on the source of the  Fund's  income)  may be exempt  from state and
local  taxes.  Information  regarding  the tax  status of income  dividends  and
capital gains  distributions will be mailed to shareholders on or before January
31st of each year.

TAXATION OF THE FUND
Dividends,  interest  and some  capital  gains  received  by the Fund on foreign
securities may be subject to tax withholding or other foreign taxes. Any foreign
taxes  paid by the Fund  will be  treated  as an  expense  to the Fund or passed
through to shareholders as a foreign tax credit,  depending on particular  facts
and  circumstances.  Tax conventions  between  certain  countries and the United
States may reduce or eliminate such taxes.

The Fund does not expect to pay any federal  income or excise  taxes  because it
intends  to meet  certain  requirements  of the  Internal  Revenue  Code.  It is
important  that the Fund meet these  requirements  so that any  earnings on your
investment will not be taxed twice.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       14
<PAGE>
APPENDIX A

GLOSSARY OF INVESTMENT TERMS

This  glossary  provides  a more  detailed  description  of some of the types of
securities  and other  instruments  in which the Fund may  invest.  The Fund may
invest in these instruments to the extent permitted by its investment  objective
and policies.  The Fund is not limited by this  discussion and may invest in any
other types of instruments not precluded by the policies discussed  elsewhere in
this  Prospectus.  Please  refer to the SAI for a more  detailed  discussion  of
certain instruments.

I.   EQUITY AND DEBT SECURITIES

Bonds are debt  securities  issued by a  company,  municipality,  government  or
government agency. The issuer of a bond is required to pay the holder the amount
of the  loan  (or par  value)  at a  specified  maturity  and to make  scheduled
interest payments.

Commercial  paper is a short-term debt obligation with a maturity ranging from 1
to 270 days  issued by banks,  corporations  and other  borrowers  to  investors
seeking to invest idle cash. The Fund may purchase commercial paper issued under
Section 4(2) of the Securities Act of 1933.

Common stock  represents a share of ownership in a company,  and usually carries
voting rights and earns dividends.  Unlike preferred stock,  dividends on common
stock are not fixed but are declared at the  discretion of the issuer's board of
directors.

Convertible  securities are preferred  stocks or bonds that pay a fixed dividend
or interest  payment and are convertible  into common stock at a specified price
or conversion ratio.

Depositary receipts are receipts for shares of a foreign-based  corporation that
entitle the holder to dividends  and capital gains on the  underlying  security.
Receipts include those issued by domestic banks (American Depositary  Receipts),
foreign  banks  (Global or  European  Depositary  Receipts)  and  broker-dealers
(depositary shares).

Fixed-income  securities are securities that pay a specified rate of return. The
term generally includes short- and long-term government, corporate and municipal
obligations  that pay a  specified  rate of  interest or coupons for a specified
period of time and  preferred  stock,  which  pays fixed  dividends.  Coupon and
dividend  rates  may be  fixed  for the  life of the  issue  or,  in the case of
adjustable and floating rate securities, for a shorter period.

High-yield/High-risk  securities are securities that are rated below  investment
grade by the primary rating agencies (e.g., BB or lower by Standard & Poor's and
Ba or lower by Moody's).  Other terms commonly used to describe such  securities
include "lower rated bonds," "noninvestment grade bonds" and "junk bonds."

Mortgage- and asset-backed securities are shares in a pool of mortgages or other
debt. These securities are generally pass-through  securities,  which means that
principal and interest  payments on the underlying  securities  (less  servicing
fees) are passed through to shareholders on a pro rata basis.  These  securities
involve  prepayment  risk,  which is the risk that the  underlying  mortgages or
other  debt may be  refinanced  or paid off  prior  to their  maturities  during
periods of declining  interest  rates.  In that case, the portfolio  manager may
have to reinvest the proceeds  from the  securities  at a lower rate.  Potential
market gains on a security  subject to prepayment  risk may be more limited than
potential  market  gains  on a  comparable  security  that  is  not  subject  to
prepayment risk.

Passive foreign investment  companies (PFICs) are any foreign corporations which
generate certain amounts of passive income or hold certain amounts of assets for
the production of passive income.  Passive income includes dividends,  interest,
royalties,  rents and annuities.  Income tax regulations may require the Fund to
recognize  income  associated  with the PFIC prior to the actual  receipt of any
such income.

Preferred stock is a class of stock that generally pays dividends at a specified
rate and has  preference  over  common  stock in the  payment of  dividends  and
liquidation. Preferred stock generally does not carry voting rights.

Repurchase  agreements  involve  the  purchase  of a security  by the Fund and a
simultaneous  agreement by the seller (generally a bank or dealer) to repurchase
the security from the Fund at a specified  date or upon demand.  This  technique
offers a method of earning  income on idle cash.  These  securities  involve the
risk that the seller will fail to repurchase  the security,  as agreed.  In that
case,  the Fund  will  bear the risk of  market  value  fluctuations  until  the
security can be sold and may encounter delays and incur costs in liquidating the
security.

Reverse  repurchase  agreements  involve  the sale of a security  by the Fund to
another  party  (generally a bank or dealer) in return for cash and an agreement
by the  Fund to buy the  security  back at a  specified  price  and  time.  This
technique  will be used to provide cash to satisfy  unusually  heavy  redemption
requests or for other temporary or emergency purposes.

Rule 144A  securities  are  securities  that are not  registered for sale to the
general  public  under  the  Securities  Act of 1933,  but that may be resold to
certain institutional investors.

Standby  commitments  are  obligations  purchased by the Fund from a dealer that
give the Fund the option to sell a security to the dealer at a specified price.

U.S.  government  securities include direct  obligations of the U.S.  government
that are  supported  by its full faith and credit.  Treasury  bills have initial
maturities of less than one year,  Treasury notes have initial maturities of one
to ten years and Treasury  bonds may be issued with any  maturity but  generally
have maturities of at least ten years. U.S.  government  securities also include
indirect  obligations of the U.S. government that are issued by federal agencies
and government sponsored entities. Unlike Treasury securities, agency securities
generally  are not backed by the full  faith and credit of the U.S.  government.
Some agency  securities  are supported by the right of the issuer to borrow from

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       15
<PAGE>
the Treasury,  others are supported by the  discretionary  authority of the U.S.
government to purchase the agency's obligations and others are supported only by
the credit of the sponsoring agency.

Variable  and  floating  rate  securities  have  variable or  floating  rates of
interest and, under certain limited  circumstances,  may have varying  principal
amounts.  These securities pay interest at rates that are adjusted  periodically
according to a specified  formula,  usually with reference to some interest rate
index  or  market  interest  rate.  The  floating  rate  tends to  decrease  the
security's price sensitivity to changes in interest rates.

Warrants are securities,  typically issued with preferred stocks or bonds,  that
give the holder  the right to buy a  proportionate  amount of common  stock at a
specified price,  usually at a price that is higher than the market price at the
time of  issuance  of the  warrant.  The right may last for a period of years or
indefinitely.

When-issued,  delayed delivery and forward  transactions  generally  involve the
purchase of a security  with  payment and  delivery at some time in the future -
i.e.,  beyond  normal  settlement.  The  Fund  does not  earn  interest  on such
securities until  settlement and bears the risk of market value  fluctuations in
between  the  purchase  and  settlement  dates.  New issues of stocks and bonds,
private placements and U.S. government securities may be sold in this manner.

Zero  coupon  bonds are debt  securities  that do not pay  interest  at  regular
intervals,  but  are  issued  at  a  discount  from  face  value.  The  discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity.  Strips are debt  securities that are stripped of their
interest (usually by a financial  intermediary) after the securities are issued.
The market value of these  securities  generally  fluctuates more in response to
changes  in  interest  rates  than  interest-paying   securities  of  comparable
maturity.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward  contracts  are  contracts  to purchase  or sell a  specified  amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently  exchange traded and are typically  negotiated on an individual basis.
The Fund may enter into forward currency  contracts to hedge against declines in
the  value of  non-dollar  denominated  securities  or to reduce  the  impact of
currency appreciation on purchases of non-dollar denominated securities.  It may
also enter into  forward  contracts  to  purchase  or sell  securities  or other
financial indices.

Futures  contracts  are  contracts  that  obligate  the buyer to receive and the
seller to deliver an  instrument  or money at a  specified  price on a specified
date.  The  Fund may buy and  sell  futures  contracts  on  foreign  currencies,
securities and financial  indices  including  interest rates or an index of U.S.
government,  foreign government, equity or fixed-income securities. The Fund may
also buy options on futures contracts. An option on a futures contract gives the
buyer the right, but not the obligation,  to buy or sell a futures contract at a
specified price on or before a specified date.  Futures contracts and options on
futures are standardized and traded on designated exchanges.

Indexed/structured  securities are typically  short- to  intermediate-term  debt
securities  whose value at maturity  or interest  rate is linked to  currencies,
interest rates, equity securities,  indices, commodity prices or other financial
indicators. Such securities may be positively or negatively indexed (i.e., their
value  may  increase  or  decrease  if  the   reference   index  or   instrument
appreciates).  Indexed/structured  securities  may have  return  characteristics
similar to direct  investments  in the  underlying  instruments  and may be more
volatile than the underlying  instruments.  The Fund bears the market risk of an
investment  in the  underlying  instruments,  as well as the credit  risk of the
issuer.

Interest  rate swaps  involve the  exchange  by two parties of their  respective
commitments  to pay or receive  interest  (e.g.,  an exchange  of floating  rate
payments for fixed rate payments).

Options are the right, but not the obligation, to buy or sell a specified amount
of  securities  or other  assets  on or before a fixed  date at a  predetermined
price.  The Fund may  purchase  and write put and call  options  on  securities,
securities indices and foreign currencies.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       16
<PAGE>
APPENDIX B

EXPLANATION OF RATING CATEGORIES

The  following is a  description  of credit  ratings  issued by two of the major
credit ratings  agencies.  Credit ratings  evaluate only the safety of principal
and interest  payments,  not the market value risk of lower quality  securities.
Credit rating  agencies may fail to change credit ratings to reflect  subsequent
events on a timely basis.  Although the adviser considers  security ratings when
making investment  decisions,  it also performs its own investment  analysis and
does not rely solely on the ratings assigned by credit agencies.

Standard & Poor's Ratings Services

Bond Rating                   Explanation
- --------------------------------------------------------------------------------
Investment Grade
AAA                           Highest rating;  extremely  strong capacity to pay
                              principal and interest.
AA                            High   quality;   very  strong   capacity  to  pay
                              principal and interest.
A                             Strong  capacity to pay  principal  and  interest;
                              somewhat more  susceptible to the adverse  effects
                              of changing circumstances and economic conditions.
BBB                           Adequate  capacity to pay  principal and interest;
                              normally exhibit adequate  protection  parameters,
                              but  adverse   economic   conditions  or  changing
                              circumstances  more  likely to lead to a  weakened
                              capacity to pay  principal  and interest  than for
                              higher rated bonds.
Non-Investment Grade
BB, B,                        Predominantly  speculative  with  respect  to  the
                              issuer's  capacity to meet  required  interest and
                              principal   payments.
CCC, CC, C                    BB - lowest degree of speculation; C - the highest
                              degree  of  speculation.  Quality  and  protective
                              characteristics  outweighed by large uncertainties
                              or major risk exposure to adverse conditions.
D                             In default.
- --------------------------------------------------------------------------------
Moody's Investors Service, Inc.

Investment Grade
Aaa                           Highest  quality,  smallest  degree of  investment
                              risk.
Aa                            High  quality;   together  with  Aaa  bonds,  they
                              compose the high-grade bond group.
A                             Upper-medium  grade  obligations;  many  favorable
                              investment attributes.
Baa                           Medium-grade obligations; neither highly protected
                              nor poorly secured.  Interest and principal appear
                              adequate  for the present  but certain  protective
                              elements may be lacking or may be unreliable  over
                              any great length of time.
Non-Investment Grade
Ba                            More   uncertain,   with   speculative   elements.
                              Protection of interest and principal  payments not
                              well safeguarded during good and bad times.
B                             Lack  characteristics  of  desirable   investment;
                              potentially  low assurance of timely  interest and
                              principal   payments  or   maintenance   of  other
                              contract terms over time.
Caa                           Poor  standing,  may be in  default;  elements  of
                              danger  with  respect  to  principal  or  interest
                              payments.
Ca                            Speculative in a high degree;  could be in default
                              or have other marked shortcomings.
C                             Lowest-rated;  extremely  poor  prospects  of ever
                              attaining investment standing.
- --------------------------------------------------------------------------------
Unrated securities will be treated as noninvestment  grade securities unless the
portfolio  manager  determines  that  such  securities  are  the  equivalent  of
investment grade  securities.  Securities that have received  different  ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.

JANUS EQUITY INCOME FUND PROSPECTUS                                 May 29, 1996
                                       17



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