JANUS INVESTMENT FUND
497, 1996-10-16
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Contents

- --------------------------------------------------------------------------------
FUNDS AT A GLANCE
Brief description of each Fund ..............................................  1
- --------------------------------------------------------------------------------
EXPENSE INFORMATION
Each Fund's annual
   operating expenses .......................................................  3
Financial Highlights--a summary
   of financial data ........................................................  4
- --------------------------------------------------------------------------------
THE FUNDS IN DETAIL
The Funds' Investment
   Objectives and Policies ..................................................  7
General Portfolio Policies .................................................. 10
Additional Risk Factors ..................................................... 11
- --------------------------------------------------------------------------------
SHAREHOLDER'S MANUAL
Types of Account Ownership .................................................. 13
How to Open Your Janus Account .............................................. 14
Minimum Investment Policies ................................................. 14
How to Purchase Shares ...................................................... 14
How to Exchange Shares ...................................................... 15
How to Redeem Shares ........................................................ 15
   Shareholder Services
   and Account Policies
JETS(R) ..................................................................... 17
Transactions Through
   Processing Organizations ................................................. 17
Taxpayer Identification Number .............................................. 17
Share Certificates .......................................................... 17
Involuntary Redemption ...................................................... 17
Telephone Transactions ...................................................... 17
Making Changes to Your Account .............................................. 17
Statements and Reports ...................................................... 17
- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUNDS
Investment Adviser and
   Investment Personnel ..................................................... 18
Management Expenses ......................................................... 19
Portfolio Transactions ...................................................... 19
Other Service Providers ..................................................... 19
Other Information ........................................................... 19
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ............................................................... 21
Taxes ....................................................................... 22
- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An Explanation of Performance Terms ......................................... 22
- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ................................................ 23
- --------------------------------------------------------------------------------
APPENDIX B
Explanation of Rating Categories ............................................ 25



                                     [LOGO]
                              Janus Investment Fund

                               JANUS EQUITY FUNDS

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

                                February 18, 1996



A FAMILY OF NO-LOAD MUTUAL FUNDS

All Janus Funds are no-load  investments.  This means you may  purchase and sell
shares in any of our mutual funds without  incurring any sales  charges.  If you
enroll in our low minimum initial investment program,  you can open your account
for as little as $500 and a $100 subsequent purchase per month.  Otherwise,  the
minimum  initial  investment  is  $2,500.  For  complete  information  on how to
purchase,  exchange  and  sell  shares,  please  see  the  Shareholder's  Manual
beginning on page 13.

This Prospectus describes eight mutual funds that emphasize growth of capital or
a combination  of growth and income (the  "Funds").  Janus  Capital  Corporation
("Janus  Capital") serves as investment  adviser to each Fund. Janus Capital has
been in the investment advisory business for over 25 years and currently manages
more than $30 billion in assets.

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

Additional information about the Funds is contained in a Statement of Additional
Information  ("SAI")  filed with the SEC. The SAI dated  February  18, 1996,  is
incorporated by reference into this Prospectus.  For a copy of the SAI, write or
call the Funds 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.


                                          JANUS EQUITY FUNDS COMBINED PROSPECTUS
<PAGE>
FUNDS AT A GLANCE

This  section is designed to provide you with a brief  overview of the Funds and
their investment  emphasis.  A more detailed discussion of the Funds' investment
objectives  and  policies  begins on page 7 and complete  information  on how to
purchase, redeem and exchange shares begins on pages 14-15.

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

GROWTH FUNDS

Janus Fund

Fund  Focus:  A  diversified  fund that  seeks  long-term  growth of  capital by
investing  primarily in common stocks, with an emphasis on companies with larger
market capitalizations.
Fund Inception: February 1970
Fund Manager: James P. Craig, III


Janus Twenty Fund
Fund Focus:  A  nondiversified  fund that seeks  long-term  growth of capital by
normally  concentrating  its  investments  in a core  position  of 20-30  common
stocks.
Fund Inception: April 1985
Fund Manager: Thomas F. Marsico


Janus Enterprise Fund

Fund Focus:  A  nondiversified  fund that seeks  long-term  growth of capital by
investing  primarily in common stocks,  with an emphasis on securities issued by
medium-sized companies.
Fund Inception: September 1992
Fund Manager: James P. Goff


Janus Mercury Fund

Fund Focus:  A  nondiversified  fund that seeks  long-term  growth of capital by
investing primarily in common stocks of companies of any size.
Fund Inception: May 1993
Fund Manager: Warren B. Lammert


Janus Worldwide Fund

Fund  Focus:  A  diversified  fund that  seeks  long-term  growth of  capital by
investing primarily in common stocks of foreign and domestic companies.
Fund Inception: May 1991
Fund Manager: Helen Young Hayes

Janus Overseas Fund

Fund  Focus:  A  diversified  fund that  seeks  long-term  growth of  capital by
investing primarily in common stocks of foreign companies.
Fund Inception: May 1994
Fund Manager: Helen Young Hayes

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

COMBINATION FUNDS

Janus Growth
and Income Fund

Fund Focus:  A diversified  fund that seeks  long-term  growth of capital with a
limited emphasis on income. Although the Fund invests at least 25% of its assets
in  securities  selected  primarily  for their income  potential,  it emphasizes
equity securities selected for their growth potential.
Fund Inception: May 1991
Fund Manager: Thomas F. Marsico


Janus Balanced Fund

Fund Focus: A diversified fund that seeks long-term growth of capital,  balanced
by current income.  The Fund normally invests 40-60% of its assets in securities
selected  primarily  for their  growth  potential  and  40-60% of its  assets in
securities selected primarily for their income potential.
Fund Inception: September 1992
Fund Manager: Blaine P. Rollins


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       1
<PAGE>
- --------------------------------------------------------------------------------
JANUS SPECTRUM

The spectrum  below shows Janus  Capital's  assessment of the potential  overall
risk of the Janus  Funds  relative  to one  another  and  should  not be used to
compare  the Funds to other  mutual  funds or other  types of  investments.  The
spectrum was determined  based on a number of factors such as selected  historic
volatility  measurements,  the types of  securities in which the Funds intend to
invest, the degree of diversification  intended and/or permitted,  and the sizes
of the Funds and, in  addition,  was  significantly  affected  by the  portfolio
managers'  investment  styles.  These factors were  considered as of the date of
this prospectus and will be reassessed with each new prospectus.  Specific risks
of certain types of instruments in which some of the Funds may invest, including
foreign  securities,  junk  bonds and  derivative  instruments  such as  futures
contracts and options,  are described under  "Additional  Risk Factors" on pages
11-12. THE SPECTRUM IS NOT INDICATIVE OF THE FUTURE VOLATILITY OR PERFORMANCE OF
A FUND AND  RELATIVE  POSITIONS  OF FUNDS  WITHIN THE SPECTRUM MAY CHANGE IN THE
FUTURE.

[SPECTRUM CHART]

The spectrum  illustrates the potential overall risk of the Janus funds relative
to one another.  The funds' risk ranges from  conservative  to  aggressive.  The
Growth Funds are illustrated as follows: Janus Fund is shown as moderate;  Janus
Twenty  Fund  is  shown  as  aggressive;  Janus  Enterprise  Fund  is  shown  as
aggressive;  Janus Mercury Fund is shown as aggressive;  Janus Worldwide Fund is
shown   as    moderate-aggressive;    Janus    Overseas   Fund   is   shown   as
moderate-aggressive  (but more  aggressive  than Janus  Worldwide  Fund);  Janus
Olympus  Fund* is shown  as  aggressive;  and  Janus  Venture  Fund+ is shown as
moderate-aggressive.  The Combination  Funds are  illustrated as follows:  Janus
Growth and Income Fund is shown as  moderate-aggressive  and Janus Balanced Fund
is shown as moderate.  The Fixed-Income Funds are illustrated as follows:  Janus
High-Yield Fund* is shown as moderate-aggressive; Janus Flexible-Income Fund* is
shown  as  conservative-moderate;  Janus  Federal  Tax-Exempt  Fund* is shown as
conservative-moderate  (but more  conservative than Janus Flexible Income Fund);
Janus Intermediate Government Securities Fund* is shown as conservative-moderate
(but more conservative than Janus Federal Tax-Exempt Fund); and Janus Short-Term
Bond Fund* is shown as conservative.

*These funds are offered by separate prospectuses.
+This fund is closed to new investors and is offered by a separate prospectus.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       2
<PAGE>
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  Funds.  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 each  Fund's  assets  and  include  fees for  portfolio  management,
maintenance of shareholder accounts, shareholder servicing, accounting and other
services.

SHAREHOLDER TRANSACTION EXPENSES (applicable to each Fund)

     Maximum sales load imposed on purchases                             None
     Maximum sales load imposed on reinvested dividends                  None
     Deferred sales charges on redemptions                               None
     Redemption fee*                                                     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 15.

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

WHY DO  EXPENSES  VARY ACROSS THE FUNDS?  EXPENSES  VARY FOR A NUMBER OF REASONS
INCLUDING  DIFFERENCES IN MANAGEMENT FEES, AVERAGE SHAREHOLDER ACCOUNT SIZE, THE
FREQUENCY  OF DIVIDEND  PAYMENTS,  AND THE EXTENT OF FOREIGN  INVESTMENTS  WHICH
ENTAIL GREATER TRANSACTION COSTS.

ANNUAL FUND OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)

<TABLE>
                                                 Management Fee          Other Expenses     Total Fund Operating Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                     <C>                       <C>
Janus Fund                                            0.65%                   0.22%                     0.87%
Janus Twenty Fund                                     0.67%                   0.33%                     1.00%
Janus Enterprise Fund                                 0.75%                   0.51%                     1.26%
Janus Mercury Fund                                    0.69%                   0.45%                     1.14%
Janus Worldwide Fund                                  0.68%                   0.56%                     1.24%
Janus Overseas Fund                                   0.85%                   0.91%                     1.76%
Janus Growth and Income Fund                          0.74%                   0.45%                     1.19%
Janus Balanced Fund                                   0.82%                   0.53%                     1.35%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The  information  in the table  above is based on  expenses  before  expense
offset arrangements for the fiscal period ended October 31, 1995.

EXAMPLE
Assume you invest  $1,000,  the Funds return 5% annually and each Fund's expense
ratios  remain as listed above.  The example below shows the operating  expenses
that you would indirectly bear as an investor in the Funds.

<TABLE>
                                                      1 Year              3 Years             5 Years             10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                  <C>                 <C>                 <C>
Janus Fund                                               $ 9                  $28                 $48                 $107
Janus Twenty Fund                                        $10                  $32                 $55                 $122
Janus Enterprise Fund                                    $13                  $40                 $69                 $152
Janus Mercury Fund                                       $11                  $36                 $62                 $136
Janus Worldwide Fund                                     $13                  $39                 $68                 $150
Janus Overseas Fund                                      $18                  $55                 $95                 $207
Janus Growth and Income Fund                             $12                  $38                 $65                 $144
Janus Balanced Fund                                      $14                  $43                 $74                 $162
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 FUNDS COMBINED PROSPECTUS                         February 18. 1996
                                        3
<PAGE>
FINANCIAL HIGHLIGHTS

Unless otherwise  noted,  the information  below is for fiscal periods ending on
October 31 of each year. The accounting firm of Price Waterhouse LLP has audited
the Funds' financial  statements since October 1, 1990. Their report is included
in the Funds' Annual Reports,  which are incorporated by reference into the SAI.
The Funds' financial statements for fiscal periods prior to October 1, 1990 were
audited by other  independent  accountants whose reports are not included in the
Annual Report.  Expense and income ratios and portfolio turnover rates have been
annualized for periods of less than one year.  Total returns for periods of less
than  one year are not  annualized.  A  DETAILED  EXPLANATION  OF THE  FINANCIAL
HIGHLIGHTS CAN BE FOUND ON PAGE 6.

<TABLE>
                                                                              Janus Fund
                                      1995       1994      1993      1992      1991      1990     1989     1988     1987     1986
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>        <C>       <C>       <C>       <C>       <C>      <C>      <C>      <C>      <C>
 1. Net asset value,
    beginning of period             $19.62     $20.81    $18.86    $18.27    $13.25    $16.36   $12.11   $12.39   $14.77   $13.42
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment
    operations:
 2. Net investment income             0.16       0.17      0.26      0.23      0.25      0.25     0.22     0.60     0.19     0.42
 3. Net gains or (losses)
    on securities (both
    realized and unrealized)          3.99      (0.03)     2.88      1.46      5.09     (0.67)    4.59     1.05     0.30     2.20
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment
    operations                        4.15       0.14      3.14      1.69      5.34     (0.42)    4.81     1.65     0.49     2.62
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net
    investment income)                (.01)     (0.39)(1) (0.29)    (0.19)    (0.31)    (0.19)   (0.56)   (0.32)   (0.38)   (0.47)
 6. Distributions
    (from capital gains)              (.39)     (0.94)    (0.90)    (0.91)    (0.01)    (2.50)      --    (1.61)   (2.49)   (0.80)
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions               (.40)     (1.33)    (1.19)    (1.10)    (0.32)    (2.69)   (0.56)   (1.93)   (2.87)   (1.27)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value,
    end of period                   $23.37      19.62    $20.81    $18.86    $18.27    $13.25   $16.36   $12.11   $12.39   $14.77
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Total return                     21.62%      0.75%    17.41%     9.35%    40.95%    (3.68%)  41.67%   15.83%    4.14%   20.66%
- ------------------------------------------------------------------------------------------------------------------------------------
10. Net assets,
    end of period
    (in millions)                  $11,963     $9,647    $9,098    $4,989    $2,598    $1,049     $673     $391     $387     $474
11. Ratio of expenses
    to average net assets             0.87%(2)   0.91%     0.92%     0.97%     0.98%     1.02%    0.92%    0.98%    1.01%    1.00%
12. Ratio of net investment
    income to average net
    assets                            1.25%      1.12%     1.55%     1.54%     1.77%     2.11%    1.68%    4.99%    1.55%    2.82%
13. Portfolio turnover rate            118%       139%      127%      153%      132%      307%     205%     175%     214%     254%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Distribution in excess of financial statement income of $0.02.
(2)  The Fund's expenses may be reduced through the use of brokerage commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect expense reductions, which reduced the expense ratio to 0.86%.

<TABLE>
                                                                        Janus Twenty Fund
                                 1995        1994     1993   1992(1) 1992(2)   1991(2)  1990(2) 1989(2)   1988(2)  1987(2)   1986(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                           <C>         <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>
 1. Net asset value,
    beginning of period        $24.24      $25.85   $22.75   $22.17   $18.88   $16.01   $13.05   $9.66    $13.69   $14.27    $11.57
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment
    operations:
 2. Net investment income         .01        0.16     0.17     0.09     0.11     0.16     0.05    0.46      0.42     0.30      0.19
 3. Net gains or (losses)
    on securities (both
    realized and unrealized)     5.94       (1.07)    3.31     0.49     3.62     2.90     3.35    3.73     (2.86)    0.74      3.05
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment
    operations                   5.95       (0.91)    3.48     0.58     3.73     3.06     3.40    4.19     (2.44)    1.04      3.24
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net
    investment income)           (.07)      (0.25)   (0.18)      --    (0.02)   (0.19)   (0.02)   (0.80)   (0.41)   (0.25)    (0.23)
 6. Distributions
    (from capital gains)           --       (0.45)   (0.20)      --    (0.42)      --    (0.42)      --    (1.18)   (1.37)    (0.31)
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions          (.07)      (0.70)   (0.38)      --    (0.44)   (0.19)   (0.44)   (0.80)   (1.59)   (1.62)    (0.54)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value,
    end of period              $30.12      $24.24   $25.85   $22.75   $22.17   $18.88   $16.01   $13.05    $9.66   $13.69    $14.27
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Total return                24.67%      (3.52%)  15.39%    2.62%   19.60%   19.43%   26.36%   45.89%  (17.13%)   8.66%    29.06%
- ------------------------------------------------------------------------------------------------------------------------------------
10. Net assets,
    end of period
    (in millions)              $2,996      $2,743   $3,749   $2,434   $2,081     $556     $175      $20      $13      $19       $10
- ------------------------------------------------------------------------------------------------------------------------------------
11. Ratio of expenses
    to average net assets        1.00%(3)    1.02%    1.05%    1.12%    1.01%    1.07%    1.32%    1.88%    1.70%    1.79%     2.00%
12. Ratio of net investment
    income to average net
    assets                       0.62%       0.57%    0.87%    1.27%    1.08%    1.30%    1.28%    0.68%    3.35%    2.98%     3.55%
13. Portfolio turnover rate       147%        102%      99%      79%      83%     163%     228%     220%     317%     202%      152%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Fiscal period from June 1, 1992 to October 31, 1992.
(2)  Fiscal year ended on May 31st of each year.
(3)  The Fund's expenses may be reduced through the use of brokerage commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect expense reductions, which reduced the expense ratio to 0.99%.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       4
<PAGE>
<TABLE>
                                                          Janus                                       Janus
                                                        Enterprise                                   Mercury
                                                          Fund                                        Fund
                                      1995         1994          1993      1992(1)        1995         1994        1993(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>           <C>         <C>          <C>          <C>           <C>
 1. Net asset value,
    beginning of period             $24.43       $21.87        $17.09      $15.00       $14.12       $11.70        $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment
    operations:
 2. Net investment income
    (loss)                            0.52        (0.06)         0.04         --          0.16         0.02         (0.01)
 3. Net gains or (losses)
    on securities (both
    realized and unrealized)          3.09         3.18          4.76        2.09         3.37         2.40          1.71
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment
    operations                        3.61         3.12          4.80        2.09         3.53         2.42          1.70
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net
    investment income)               (0.52)       (0.02)        (0.02)         --        (0.16)          --            --
 6. Distributions
    (from capital gains)             (0.38)       (0.54)           --          --        (0.11)          --            --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions              (0.90)       (0.56)        (0.02)         --        (0.27)          --            --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value,
    end of period                   $27.14       $24.43        $21.87      $17.09       $17.38       $14.12        $11.70
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Total return                     15.46%       14.56%        28.09%      13.93%       25.53%       20.68%        17.00%
- ------------------------------------------------------------------------------------------------------------------------------------
10. Net assets,
    end of period
    (in millions)                     $459         $370          $239          $8     $1,521           $596          $113
11. Ratio of expenses
    to average net assets             1.26%(3)     1.25%         1.36%       2.50%      1.14%(3)       1.33%         1.75%
12. Ratio of net investment
    income to average net
    assets                            0.02%       (0.32%)        0.14%      (0.81%)     0.50%          0.25%        (0.40%)
13. Portfolio turnover rate            194%         193%          201%         53%       201%           283%          151%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Fiscal period from September 1, 1992 (inception) to October 31, 1992.
(2)  Fiscal period from May 3, 1993 (inception) to October 31, 1993.
(3)  The Fund's expenses may be reduced through the use of brokerage commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect  expense  reductions,  which reduced the expense ratio to 1.23% for
     Janus Enterprise Fund and 1.12% for Janus Mercury Fund.

<TABLE>
                                                                 Janus                                    Janus
                                                               Worldwide                                 Overseas
                                                                 Fund                                     Fund
                                      1995         1994          1993        1992     1991(1)         1995     1994(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>           <C>         <C>        <C>           <C>        <C>
 1. Net asset value,
    beginning of period             $27.00       $24.16        $18.95      $17.45     $15.00        $10.36     $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment
    operations:
 2. Net investment income
    (loss)                            0.81         0.15          0.14        0.16         --          0.12      (0.02)
 3. Net gains or (losses)
    on securities (both
    realized and unrealized)          1.39         3.34          5.29        1.39       2.45          1.10       0.38
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment
    operations                        2.20         3.49          5.43        1.55       2.45          1.22       0.36
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net
    investment income)               (0.54)       (0.27)        (0.22)         --         --            --         --
 6. Distributions
    (from capital gains)             (1.01)       (0.38)           --       (0.05)        --            --         --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions              (1.55)       (0.65)        (0.22)      (0.05)        --            --         --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value,
    end of period                   $27.65       $27.00        $24.16      $18.95     $17.45        $11.58     $10.36
 9. Total return                      8.89%       14.76%        28.79%       9.20%     16.00%        11.78%      3.60%
10. Net assets,
    end of period
    (in millions)                   $1,804       $1,587          $755        $161        $18          $111        $64
11. Ratio of expenses
    to average net assets             1.24%(3)     1.12%         1.32%       1.73%      2.50%         1.76%(3)   2.16%
12. Ratio of net investment
    income to average net
    assets                            0.99%        0.42%         0.92%       1.74%      0.02%         0.36%     (0.64%)
13. Portfolio turnover rate            142%         158%          124%        147%        40%          188%       181%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Fiscal period from May 15, 1991 (inception) to October 31, 1991.
(2)  Fiscal period from May 2, 1994 (inception) to October 31, 1994.
(3)  The Fund's expenses may be reduced through the use of brokerage commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect  expense  reductions,  which reduced the expense ratio to 1.23% for
     Janus Worldwide Fund and 1.73% for Janus Overseas Fund.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       5
<PAGE>
<TABLE>
                                         Janus Growth and Income Fund                             Janus Balanced Fund
                                1995         1994      1993      1992    1991(1)         1995        1994      1993    1992(2)
- -----------------------------------------------------------------------------------------------------------------------------------
 <S>                          <C>          <C>       <C>       <C>       <C>           <C>         <C>       <C>       <C>
 1. Net asset value,
    beginning of period       $14.69       $15.24    $12.95    $12.13    $10.00        $12.17      $12.23    $10.64    $10.00
- -----------------------------------------------------------------------------------------------------------------------------------
    Income from investment
    operations:
 2. Net investment income       0.11         0.19      0.14      0.17      0.02          0.61        0.27      0.19        --
 3. Net gains or (losses)
    on securities (both
    realized and unrealized)    3.43        (0.31)     2.29      0.80      2.13          1.52       (0.09)     1.56      0.64
- -----------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment
    operations                  3.54        (0.12)     2.43      0.97      2.15          2.13        0.18      1.75      0.64
- -----------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net
    investment income)         (0.10)       (0.10)    (0.14)    (0.15)    (0.02)        (0.58)      (0.24)    (0.16)       --
 6. Distributions
    (from capital gains)          --        (0.33)       --        --        --            --          --        --        --
- -----------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions        (0.10)       (0.43)    (0.14)    (0.15)    (0.02)        (0.58)      (0.24)    (0.16)       --
- -----------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value,
    end of period             $18.13       $14.69    $15.24    $12.95    $12.13        $13.72      $12.17    $12.23    $10.64
 9. Total return               24.20%       (0.76%)   18.81%     7.98%    21.50%        18.26%       1.51%    16.54%     6.40%
10. Net assets,
    end of period
    (in millions)               $583         $490      $519      $244       $56          $125         $94       $73        $2
11. Ratio of expenses
    to average net assets       1.19%(3)     1.22%     1.28%     1.52%     2.33%         1.35%(3)    1.42%     1.70%     2.50%
12. Ratio of net investment
    income to average net
    assets                      1.11%        1.26%     1.13%     1.61%     0.76%         2.52%       2.28%     2.15%    (0.12%)
13. Portfolio turnover rate      195%         123%      138%      120%       14%          185%        167%      131%      130%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Fiscal period from May 15, 1991 (inception) to October 31, 1991.
(2)  Fiscal period from September 1, 1992 (inception) to October 31, 1992.
(3)  The Fund's expenses may be reduced through use of brokerage commissions and
     uninvested cash balances  earning interest with the Fund's  custodian.  The
     expense  ratio for the fiscal  period  ended  October  31,  1995,  does not
     reflect  expense  reductions,  which reduced the expense ratio to 1.17% for
     Janus Growth and Income Fund and 1.32% for Janus Balanced Fund.

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

This  section  is  designed  to  help  you  better  understand  the  information
summarized in the Financial  Highlights  tables.  The tables  contain  important
historical  operating  information  that may be useful in making your investment
decision or understanding  how your investment has performed.  The Funds' Annual
Reports contain additional information about each Fund's performance,  including
a  comparison  to an  appropriate  securities  index.  For a copy of your Fund's
Annual Report, call 1-800-525-8983.

Net asset value ("NAV") is the value of a single share of a Fund. It is computed
by adding the value of all of a Fund's investments and other assets, subtracting
any liabilities and dividing the result by the number of shares outstanding. The
difference  between  line  1 and  line  8 in  the  Financial  Highlights  tables
represents  the change in value of a Fund's shares over the fiscal  period,  but
not its total return.

Net investment  income is the per share amount of dividends and interest  income
earned on securities  held by a Fund,  less Fund expenses.  Dividends  (from net
investment  income) is the per share amount that a Fund paid from net investment
income.

Net gains or (losses)  on  securities  is the per share  increase or decrease in
value of the  securities  a Fund  holds.  A gain  (or  loss)  is  realized  when
securities are sold. A gain (or loss) is unrealized when securities  increase or
decrease in value but are not sold.  Distributions  (from capital  gains) is the
per share amount that a Fund paid from net realized gains.

Total  return  is  the  percentage  increase  or  decrease  in the  value  of an
investment over a stated period of time. A total return percentage includes both
changes in NAV and income.  For the purposes of calculating  total return, it is
assumed that dividends and distributions are reinvested at the NAV on the day of
the  distribution.  A FUND'S TOTAL RETURN  CANNOT BE COMPUTED  DIRECTLY FROM THE
FINANCIAL HIGHLIGHTS TABLES.

Ratio of  expenses  to  average  net  assets is the total of a Fund's  operating
expenses divided by its average net assets for the stated period.

Ratio of net investment  income to average net assets is a Fund's net investment
income divided by its average net assets for the stated period.

Portfolio  turnover  rate is a  measure  of the  amount of a Fund's  buying  and
selling activity. It is computed by dividing total purchases or sales, whichever
is less, by the average monthly market value of a Fund's portfolio securities.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       6
<PAGE>
THE FUNDS IN DETAIL

To help you decide  which Fund is  appropriate  for you,  this  section  takes a
closer look at the Funds' investment objectives,  policies and the securities in
which they invest. Please carefully review the "Additional Risk Factors" section
of this Prospectus for a more detailed  discussion of the risks  associated with
certain investment techniques,  as well as the risk spectrum on page 2. Appendix
A contains 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 a Fund.

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

THE JANUS GROWTH FUNDS ARE DESIGNED FOR  LONG-TERM  INVESTORS WHO SEEK GROWTH OF
CAPITAL ONLY AND WHO CAN TOLERATE THE GREATER RISKS ASSOCIATED WITH COMMON STOCK
INVESTMENTS.

GROWTH FUNDS

Investment Objective: ........................................ Growth of Capital
Primary Holdings: ................................................ Common Stocks
Shareholder's Investment Horizon: .................................... Long-Term

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

A SHAREHOLDER'S INVESTMENT HORIZON IS THE AMOUNT OF TIME YOU SHOULD PLAN TO HOLD
YOUR  INVESTMENT IN A FIXED-INCOME  FUND TO MAXIMIZE THE POTENTIAL FOR REALIZING
THE FUND'S OBJECTIVE.

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

JANUS FUND
The investment objective of this Fund is long-term growth of capital in a manner
consistent  with the  preservation  of capital.  It is a  diversified  fund that
pursues its  objective by  investing in common  stocks of companies of any size.
Janus Fund was first  offered to the  public in 1970 and has the  largest  asset
base of the Funds.  This Fund  generally  invests in  larger,  more  established
issuers.

JANUS TWENTY FUND
The investment  objective of this Fund is long-term  growth of capital.  It is a
non-diversified  fund that pursues its objective by normally  concentrating  its
investments in a core position of 20-30 common stocks.

JANUS ENTERPRISE FUND
The investment  objective of this Fund is long-term  growth of capital.  It is a
non-diversified fund that pursues its investment objective by normally investing
at  least  50% of  its  equity  assets  in  securities  issued  by  medium-sized
companies.  Medium-sized  companies are those whose market  capitalizations fall
within the range of companies in the S&P MidCap 400 Index (the "MidCap  Index").
Companies whose capitalization falls outside this range after the Fund's initial
purchase  continue to be  considered  medium-sized  companies for the purpose of
this policy.  As of December 29, 1995, the MidCap Index included  companies with
capitalizations  between  approximately 118 million to 7.5 billion. The range of
the MidCap Index is expected to change on a regular basis.  Subject to the above
policy, the Fund may also invest in smaller or larger issuers.

JANUS MERCURY FUND
The investment  objective of this Fund is long-term  growth of capital.  It is a
non-diversified fund that pursues its objective by investing in common stocks of
issuers of any size,  which may include larger  well-established  issuers and/or
smaller emerging growth companies.

JANUS WORLDWIDE FUND
The investment objective of this Fund is long-term growth of capital in a manner
consistent  with the  preservation  of capital.  It is a  diversified  fund that
pursues its objective  primarily through investments in common stocks of foreign
and  domestic  issuers.  The Fund has the  flexibility  to invest on a worldwide
basis in  companies  and  organizations  of any size,  regardless  of country of
organization  or place of principal  business  activity.  Janus  Worldwide  Fund
normally  invests in issuers from at least five different  countries,  including
the United States.  The Fund may at times invest in fewer than five countries or
even a single country.

JANUS OVERSEAS FUND
The investment  objective of this Fund is long-term  growth of capital.  It is a
diversified  fund that pursues its objective  primarily  through  investments in
common stocks of issuers  located  outside the United  States.  The Fund has the
flexibility to invest on a worldwide basis in companies and other  organizations
of any  size,  regardless  of  country  of  organization  or place of  principal
business activity. The Fund normally invests at least 65% of its total assets in
securities  of issuers from at least five  different  countries,  excluding  the
United  States.  Although  the Fund intends to invest  substantially  all of its
assets in issuers located  outside the United States,  it may at times invest in
U.S.  issuers  and it may at times  invest  all of its assets in fewer than five
countries or even a single country.

TYPES OF INVESTMENTS
Each of the Growth  Funds  invests  primarily  in common  stocks of foreign  and
domestic  companies.  However,  the percentage of each Fund's assets invested in
common stocks will vary and each Fund may at times hold substantial positions in
cash  equivalents  or  interest  bearing  securities.   See  "General  Portfolio
Policies" on page 10. Each Fund may invest to a lesser  degree in other types of
securities including preferred stock, warrants,  convertible securities and debt
securities  when its  portfolio  manager  perceives an  opportunity  for capital
growth from such  securities or to receive a return on idle cash. Debt and other
income securities that the Funds may purchase include mortgage- and asset-backed
securities  (up to 25% of assets);  zero  coupon  bonds (up to 10% of assets for
each  Fund);   high-yield/high-risk   securities  (less  than  35%  of  assets);
securities  purchased on a when-issued,  delayed delivery


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       7
<PAGE>
or forward commitment basis; and indexed/structured securities.

Although  Janus  Worldwide Fund and Janus Overseas Fund are committed to foreign
investing,  all of the Growth Funds may invest  without limit in foreign  equity
and debt  securities.  The Funds  may  invest  directly  in  foreign  securities
denominated in a foreign  currency and not publicly traded in the United States.
Other ways of investing in foreign  securities  include  depositary  receipts or
shares, and passive foreign investment  companies.  Each of the Growth Funds may
use futures, options and other derivatives for hedging purposes or as a means of
enhancing return.  See "Additional Risk Factors" on pages 11-12 for a discussion
of the risks associated with foreign investing and derivatives.  Some securities
that the Funds  purchase  may be issued on a  when-issued,  delayed  delivery or
forward commitment basis.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE JANUS GROWTH FUNDS.

HOW ARE COMMON STOCKS SELECTED?
Each of the  Growth  Funds  invests  substantially  all of its  assets in common
stocks to the extent its portfolio  manager  believes  that the relevant  market
environment favors profitable investing in those securities.  Portfolio managers
generally  take a "bottom up" approach to building  their  portfolios.  In other
words, they seek to identify individual companies with earnings growth potential
that may not be recognized by the market at large. Although themes may emerge in
any Fund,  securities  are  generally  selected  without  regard to any  defined
industry sector or other similarly defined selection  procedure.  Realization of
income is not a significant investment  consideration.  Any income realized on a
Growth Fund's investments will be incidental to its objective.

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally,   yes.   Portfolio  managers  seek  companies  with  earnings  growth
potential,  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 pages 11-12.

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

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 pages 11-12.

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

WHAT IS MEANT BY "MARKET CAPITALIZATION"?
Market capitalization is the most commonly used measure of the size and value of
a company.  It is computed by multiplying the current market price of a share of
the  company's  stock by the total  number of its shares  outstanding.  As noted
previously,  market capitalization is an important investment criteria for Janus
Enterprise  Fund.  Although the other Growth Funds offered by this Prospectus do
not emphasize  companies of any particular  size, Funds with a larger asset base
(e.g.,  Janus  Fund)  are more  likely to invest  in  larger,  more  established
issuers. Janus Venture Fund, which is closed to new investors and is not offered
by this  Prospectus,  emphasizes  small-sized  companies  (companies with market
capitalizations  of less than $1 billion or annual  gross  revenues of less than
$500 million).

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

HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?
Diversification  is a means of reducing  risk by investing a Fund's  assets in a
broad  range of  stocks or other  securities.  A  "nondiversified"  fund has the
ability to take larger  positions  in a smaller  number of issuers.  Because the
appreciation  or depreciation of a single stock may have a greater impact on the
NAV of a nondiversified  fund, its share price can be expected to fluctuate more
than a comparable diversified fund. Janus Twenty Fund, Janus Enterprise Fund and
Janus Mercury Fund are nondiversified funds. See the risk spectrum on page 2 and
"General Portfolio Policies" on page 10.

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

HOW DO THE GROWTH FUNDS TRY TO REDUCE RISK?
Diversification  of a Fund's assets  reduces the effect of any single holding on
its overall  portfolio  value.  A Fund may also use  futures,  options and other
derivative  instruments  to protect its portfolio  from  movements in securities
prices  and  interest  rates.  The Funds may 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" on
pages  11-12.  In  addition,  to the  extent  that a Fund  holds a  larger  cash
position, it may not participate in market declines to the same extent as if the
Fund remained more fully invested in common stocks.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       8
<PAGE>
THE JANUS COMBINATION FUNDS ARE DESIGNED FOR INVESTORS WHO PRIMARILY SEEK GROWTH
OF CAPITAL WITH A DEGREE OF EMPHASIS ON INCOME. THESE FUNDS ARE NOT DESIGNED FOR
INVESTORS WHO DESIRE A CONSISTENT LEVEL OF INCOME.

COMBINATION FUNDS

Investment Objective: ............... Growth of Capital; Some Emphasis on Income
Primary Holdings: ................ Common Stocks and Income-Producing Securities
Shareholder's Investment Horizon: .................................... Long-Term

JANUS GROWTH
AND INCOME FUND
The  investment  objective of this Fund is long-term  capital growth and current
income. It is a diversified fund that, under normal  circumstances,  pursues its
objective  by investing  up to 75% of its assets in equity  securities  selected
primarily  for  their  growth  potential  and at  least  25% of  its  assets  in
securities  selected  primarily  for their income  potential.  The Fund normally
emphasizes the growth component.  However, in unusual  circumstances,  this Fund
may reduce the growth component of its portfolio to 25% of its assets.

JANUS BALANCED FUND
The investment  objective of this Fund is long-term  capital growth,  consistent
with preservation of capital and balanced by current income. It is a diversified
fund that, under normal circumstances, pursues its objective by investing 40-60%
of its assets in securities  selected  primarily for their growth  potential and
40-60%  of  its  assets  in  securities  selected  primarily  for  their  income
potential. This Fund normally invests at least 25% of its assets in fixed-income
senior securities, which include debt securities and preferred stocks.

TYPES OF INVESTMENTS
The  Combination  Funds  may  invest  in the  types  of  investments  previously
described under "Growth Funds" on pages 7-8.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE JANUS COMBINATION FUNDS.

HOW  ARE  ASSETS  ALLOCATED  BETWEEN  THE  GROWTH  AND  INCOME  COMPONENT  OF  A
COMBINATION FUND'S PORTFOLIO?
The  Combination  Funds may invest in a combination of common stocks,  preferred
stocks,   convertible   securities,   debt  securities  and  other  fixed-income
securities.  A Combination  Fund may shift assets  between the growth and income
components  of its  portfolio  based  on its  portfolio  manager's  analysis  of
relevant  market,  financial  and economic  conditions.  If a portfolio  manager
believes that growth securities will provide better returns than the yields then
available or expected on income-producing  securities, then that Fund will place
a greater emphasis on the growth component.

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

WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF THE COMBINATION FUNDS?
The growth component of the Combination  Funds is expected to consist  primarily
of common stocks. The selection criteria for common stocks are described on page
8.  Because  income is a part of the  investment  objective  of the  Combination
Funds, a portfolio  manager may consider  dividend-paying  characteristics  to a
greater degree in selecting  equity  securities for these Funds. The Combination
Funds  may also find  opportunities  for  capital  growth  from debt  securities
because of anticipated  changes in interest  rates,  credit  standing,  currency
relationships or other factors.

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

WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF THE COMBINATION FUNDS?
The  income  component  of each  Combination  Fund may  consist  of all types of
income-producing  securities,  including  common stocks  selected  primarily for
their dividend payments,  preferred stocks, convertible securities and all types
of debt  securities.  Income-producing  securities  are used to  produce  a more
consistent  total return than a portfolio  manager may attain through  investing
solely in growth  stocks.  However,  the  Combination  Funds are not designed to
produce a consistent level of income.

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

HOW DO THE COMBINATION FUNDS DIFFER FROM EACH OTHER?
Janus Growth and Income Fund places a greater emphasis on the growth  objective.
Because it generally  invests more heavily in growth stocks than Janus  Balanced
Fund, its share price can be expected to fluctuate more. Janus Growth and Income
Fund  has   historically   derived  a  greater   portion  of  its  income   from
dividend-paying  common  stocks,  while Janus Balanced Fund invests to a greater
degree in debt securities and preferred stock.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       9
<PAGE>
GENERAL PORTFOLIO POLICIES

Unless otherwise  stated,  each of the following  policies applies to all of the
Funds.  The percentage  limitations  included in these policies and elsewhere in
this Prospectus apply at the time of purchase of the security. For example, if a
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.

CASH POSITION
When a  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, a Fund's investments may be
hedged to a greater degree and/or its cash or similar  investments may increase.
In other words, the Funds do not always stay fully invested in stocks and bonds.
Cash or similar  investments  are a residual -- they  represent  the assets that
remain after a portfolio  manager has  committed  available  assets to desirable
investment   opportunities.   Partly   because  the   portfolio   managers   act
independently  of  each  other,  the  cash  positions  of  the  Funds  may  vary
significantly. Larger hedged positions and/or larger cash positions may serve as
a means of preserving capital in unfavorable market conditions.

Securities  that the Funds may invest in as means of  receiving a return on idle
cash include high-grade  commercial paper,  certificates of deposit,  repurchase
agreements or other  short-term debt  obligations.  The Funds may also invest in
money market funds  (including  funds managed by Janus  Capital).  When a Fund's
investments in cash or similar investments  increase, a Fund may not participate
in stock or bond market advances or declines to the same extent that it would if
the Fund remained more fully invested in stocks or bonds.

DIVERSIFICATION
The  Investment  Company  Act of 1940 (the  "1940  Act")  classifies  investment
companies as either  diversified  or  nondiversified.  All of the Funds  (except
Janus Twenty Fund,  Janus  Enterprise  Fund and Janus  Mercury  Fund) qualify as
diversified  funds under the 1940 Act.  The Funds are  subject to the  following
diversification requirements:

o    As a fundamental  policy,  no Fund may own more than 10% of the outstanding
     voting shares of any issuer.

o    As a fundamental  policy,  with respect to 50% of the total assets of Janus
     Twenty Fund,  Janus  Enterprise  Fund and Janus Mercury Fund and 75% of the
     total  assets of the other Funds,  no Fund will  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 a Fund's holdings of that issuer
     to amount to more than 5% of that Fund's total assets.

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

INDUSTRY CONCENTRATION
As a fundamental  policy,  no Fund will invest more than 25% of its total assets
in any  particular  industry.  This  policy  does not  apply to U.S.  government
securities and municipal obligations issued by governments or their subdivisions
because  the  issuers  of  those  securities  are not  considered  a part of any
industry.

PORTFOLIO TURNOVER
Each 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  initial  investment
decision.  Changes are made in a 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.

To a  limited  extent,  a  Fund  may  purchase  securities  in  anticipation  of
relatively  short-term  price  gains.  A Fund may also  sell  one  security  and
simultaneously  purchase the same or  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 Funds' ability to engage in short-term
trading if a security has been held for less than three months.

ILLIQUID INVESTMENTS
Each  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 certain other securities,  including
privately placed commercial paper and municipal lease obligations.

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

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


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       10

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

o    As a fundamental  policy, each 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.

Each Fund intends to seek  permission  from the SEC to borrow money from or lend
money to each other and 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

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 many foreign securities are traded primarily in foreign markets. The
risks of foreign investing include:

o    Currency  Risk.  A 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 a Fund  holds a foreign  security,  its value will be
     affected by the value of the local  currency  relative to the U.S.  dollar.
     When a 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
     a 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.

INVESTMENTS IN SMALLER COMPANIES

SMALLER OR NEWER COMPANIES MAY SUFFER MORE SIGNIFICANT LOSSES AS WELL AS REALIZE
MORE SUBSTANTIAL GROWTH THAN LARGER OR MORE ESTABLISHED ISSUERS.

Smaller or newer  companies may lack depth of management,  they may be unable to
generate  funds  necessary for growth or potential  development,  or they may be
developing  or marketing  new products or services for which markets are not yet
established and may never become established. In addition, such companies may be
insignificant  factors in their  industries  and may  become  subject to intense
competition from larger or more established companies.  Securities of smaller or
newer  companies  may have more  limited  trading  markets  than the markets for
securities of larger or more  established  issuers,  and may be subject to wider
price  fluctuations.  Investments in such companies tend to be more volatile and
somewhat more speculative.

FUTURES, OPTIONS AND
OTHER DERIVATIVE INSTRUMENTS
Each 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 Funds intend to use most derivative
instruments  primarily to hedge the value of their portfolios  against potential
adverse  movements in securities  prices,  foreign  currency markets or interest
rates.  To a limited extent,  the Funds may also use derivative  instruments for
non-hedging  purposes  such as seeking to increase a 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.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       11
<PAGE>
The use of derivative  instruments  exposes the Funds 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 direction that a 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 a 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 a
     Fund worse off than if it had not entered into the position.

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

When a 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 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  (Standard & Poor's and
Moody's).  Please  refer  to  Appendix  B  for  a  description  of  bond  rating
categories.  The Funds expect that holdings of lower quality securities, if any,
will consist primarily of bonds rated in the highest two tiers of non-investment
grade securities.

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  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  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.  Adverse  economic,  political or other  developments may impair the
issuer's  ability  to  service  principal  and  interest  obligations,  to  meet
projected business goals and to obtain additional financing, particularly if the
issuer is highly leveraged. In the event of a default, a Fund would experience a
reduction  of its income and could  expect a decline in the market  value of the
defaulted securities.

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.  Unrated debt, while not necessarily of lower quality
than rated securities, may not have as broad a market as rated securities.

The  market  prices  of  high-yield  securities  structured  as zero  coupon  or
pay-in-kind  securities  are generally  affected to a greater extent by interest
rate changes and tend to be more  volatile  than  securities  which pay interest
periodically.  In addition, zero coupon,  pay-in-kind and delayed interest bonds
often do not pay interest until  maturity.  However,  the Funds must recognize a
computed amount of interest income and pay dividends to shareholders even though
it has  received  no  cash.  In  some  instances,  the  Funds  may  have to sell
securities to have sufficient cash to pay the dividends.

SPECIAL SITUATIONS
Each Fund (except Janus Intermediate  Government  Securities Fund) may invest in
"special  situations" from time to time. A special situation arises when, in the
opinion of a 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.

See Appendix A for risks associated with certain other investments.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       12
<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
may be modified or discontinued without shareholder approval.


HOW TO GET IN TOUCH WITH JANUS

If you have any questions while reading our  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 in the Funds 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 a  retirement  plan are  generally
subject to income tax and may be subject to an additional tax if withdrawn prior
to age 59 1/2.

State Street Bank and Trust Company serves as custodian for the retirement plans
offered by the Funds.  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: An IRA allows individuals under age 70 1/2
     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 FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       13
<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

MINIMUM INVESTMENT POLICIES

ACCOUNTS ESTABLISHED
AFTER FEBRUARY 18, 1996
Any account  opened  after  February  18,  1996,  must meet  minimum  investment
requirements described at page 13.

ACCOUNTS ESTABLISHED ON
OR BEFORE FEBRUARY 18, 1996
o    The minimum investment  requirement  remains at $1,000 ($250 for retirement
     accounts and  UGMA/UTMA  accounts) for these  accounts  only.
o    There is no minimum initial  investment  requirement for Automatic  Monthly
     Investment Program  participants that continue to make subsequent automatic
     investments of at least $50.
o    Subsequent investments (other than automatic monthly investments) must meet
     the $100 minimum.

ALL ACCOUNTS
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.

HOW TO PURCHASE SHARES

PAYING FOR SHARES
When  you  purchase  shares,  your  request  will be  processed  at the next 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 U.S. banks and made payable to Janus Funds.
o    If a check does not clear your bank,  the Funds reserve the right to cancel
     the purchase.
o    If the Funds are unable to debit your predesignated bank account on the day
     of purchase,  they may make additional  attempts or cancel the purchase.
o    The Funds reserve 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 Funds (or their  agents) have the
authority  to  redeem  shares in your  account(s)  to cover  any  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 business 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  plans  to help you  achieve  your
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


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       14
<PAGE>
     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 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.

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 QuotelineSM                  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 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 on page 16.

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
     meet the $2,500  minimum,  or be for 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 each  Fund  during a  calendar  year
     (exclusive of Systematic  Exchanges) free of charge.  The Funds reserve 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 Funds reserve the right to reject any exchange request and to modify or
     terminate the exchange  privilege at any time.  For example,  the Funds may
     reject  exchanges  from accounts  engaged in excessive  trading  (including
     market  timing  transactions)  that  are  detrimental  to the  Funds.
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.

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 on page 16.

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.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       15
<PAGE>
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.

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 FUNDS 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 14 and must include the following
information:

o    the name of the Fund(s)
o    the account number(s)
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
o    your daytime telephone number

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 in 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
     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  FUNDS  RESERVE  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.

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.

PRICING OF FUND SHARES
All  purchases,  redemptions  and  exchanges  will be  processed at the NAV next
calculated  after  your  request  is  received  and  approved.  A 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 a  Fund's  securities  and  other  assets,  less
liabilities, by the total number of shares outstanding. Securities


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       16
<PAGE>
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.

SHAREHOLDER SERVICES
AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE
SERVICE (JETS(R))
JETS, our electronic telephone service line, offers you 24-hour access by Touch-
Tone 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 or to exchange your shares.
JETS can be  accessed  by calling  1-800-525-6125.  Calls on JETS are limited to
seven minutes.

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
Funds. The Processing Organization may also impose other charges or restrictions
different  from  those  applicable  to  shareholders  who  invest  in the  Funds
directly.  The Processing  Organization,  rather than its customers,  may be the
shareholder  of record of your  shares.  The Funds are not  responsible  for the
failure  of any  Processing  Organization  to carry  out is  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 Funds 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 Funds 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 Funds 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 Funds.  The Funds 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 REDEMPTION
The Fund reserve the right to close an account if the  shareholder  is deemed to
engage in activities which are illegal or otherwise detrimental to the Funds.

TELEPHONE TRANSACTIONS
You may initiate many transactions by telephone. The Funds and their 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 Funds by  telephone  during  periods of unusual
market  activity.  If you are  unable to reach a  representative  by  telephone,
please consider sending written instruments, stopping by a Service Center or, in
the case of exchanges, calling the JETS line.

TEMPORARY SUSPENSION OF SERVICES
The  Funds  or their  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 your  Fund(s),  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 Funds 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.  Fixed-Income Fund Investors will receive quarterly  confirmations of
dividends.  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 Funds,  which include a list of the Funds'  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 FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       17
<PAGE>
MANAGEMENT OF THE FUNDS

TRUSTEES

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

INVESTMENT ADVISER

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

Janus Capital began serving as investment adviser to Janus Fund at its inception
in 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 each
Fund's  investments.   Janus  Capital  also  furnishes  certain  administrative,
compliance and accounting  services for the Funds,  and may be reimbursed by the
Funds 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 Funds and pays the salaries,  fees and expenses of all Fund officers and
those Trustees who are affiliated with Janus Capital.

INVESTMENT PERSONNEL

James P. Craig,  III is Chief  Investment  Officer of Janus Capital.  He is also
Executive  Vice  President  and  portfolio  manager of Janus Fund,  which he has
managed  since 1986.  Mr. Craig  previously  managed Janus Venture Fund from its
inception to December  1993 and Janus  Balanced  Fund from December 1993 through
December  1995. He holds a Bachelor of Arts in Business  from the  University of
Alabama  and a  Master  of  Arts in  Finance  from  the  Wharton  School  of the
University of Pennsylvania.

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

James P.  Goff is  Executive  Vice  President  and  portfolio  manager  of Janus
Enterprise Fund. Mr. Goff joined Janus Capital in 1988 and has managed this Fund
since its inception and has  co-managed  Janus Venture Fund since December 1993.
He holds a Bachelor of Arts in Economics from Yale University and is a Chartered
Financial Analyst.

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

Helen Young Hayes is Executive  Vice  President and  portfolio  manager of Janus
Worldwide  Fund and Janus  Overseas Fund. Ms. Hayes joined Janus Capital in 1987
and has managed or co-managed Janus Worldwide Fund and Janus Overseas Fund since
their inceptions. She holds a Bachelor of Arts in Economics from Yale University
and is a Chartered Financial Analyst.

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

Warren B. Lammert is Executive  Vice  President and  portfolio  manager of Janus
Mercury  Fund.  Mr.  Lammert  joined Janus Capital in 1987 and has managed Janus
Mercury Fund since its inception  and Janus  Balanced Fund from its inception to
December 1993. He has also co-managed Janus Venture Fund since December 1993. He
holds a  Bachelor  of Arts in  Economics  from Yale  University  and a Master of
Science  in  Economic  History  from the  London  School of  Economics  and is a
Chartered Financial Analyst.

Thomas F. Marsico is Executive  Vice  President and  portfolio  manager of Janus
Growth and Income Fund and Janus  Twenty  Fund.  Mr.  Marsico has managed  Janus
Growth and Income  Fund since its  inception  and Janus  Twenty Fund since March
1988. He holds a Bachelor of Arts in Biology from the University of Colorado and
Master of Business Administration in Finance from the University of Denver.

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

Blaine P. Rollins is Executive  Vice  President and  portfolio  manager of Janus
Balanced Fund, which he has managed since January 1996. Mr. Rollins joined Janus
Capital in 1990 and has gained  experience  as a fixed income  trader and equity
research analyst prior to assuming management  responsibility for Janus Balanced
Fund. He holds a Bachelor of Science in Finance from the  University of Colorado
and is a Chartered Financial Analyst.

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

Scott W. Schoelzel is Executive  Vice  President and portfolio  manager of Janus
Olympus Fund.+ Mr.  Schoelzel joined Janus Capital in January 1994. From 1991 to
1993,  Mr.  Schoelzel was a portfolio  manager with Founders  Asset  Management,
Denver,  Colorado.  Prior  to  1991,  he  was a  general  partner  of  Ivy  Lane
Investments, Denver, Colorado (a real estate investment partnership). He holds a
Bachelor of Arts in Business from Colorado College.


- --------------------------------------------------------------------------------
+Janus Olympus Fund commenced operations on December 29, 1995, and is offered by
 a separate prospectus.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       18
<PAGE>
BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

Each Fund pays Janus  Capital a management  fee which is accrued  daily and paid
monthly. The advisory agreement with each Fund spells out the management fee and
other  expenses  that the Funds  must pay.  Each of the Funds is  subject to the
following management fee schedule (expressed as an annual rate):

<TABLE>
                                               Average Daily Net       Annual Rate        Expense Limit
Fee Schedule                                   Assets of Fund          Percentage (%)     Percentage (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                     <C>                <C>
Growth Funds and Combination Funds             First $ 30 Million      1.00               None+
                                               Next $270 Million        .75
                                               Next $200 Million        .70
                                               Over $500 Million        .65
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+Janus  Capital  will waive  certain  fees and expenses to the extent that total
expenses exceed regulatory limits imposed by state securities regulators.

Differences  in the  actual  management  fees  incurred  by the  Funds  are  due
primarily to variances in the asset size of the Funds.  As asset size increases,
the annual rate of the management fee rate declines in accordance with the above
schedules.  In addition, each 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. The Annual
Fund  Operating  Expenses  table on page 3 lists the  management  fees and total
operating expenses of each Fund for the most recent fiscal year.

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  Funds or Janus  Capital's  other
advisory clients. See the SAI for more detailed information.

PORTFOLIO TRANSACTIONS

Purchases  and  sales of  securities  on behalf  of each  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 a 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 a 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 a Fund as a
factor in the selection of  broker-dealers.  The Funds' Trustees have authorized
Janus  Capital  to  place  portfolio  transactions  on an  agency  basis  with a
broker-dealer  affiliated with Janus Capital.  When  transactions for a 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 Funds 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.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       19
<PAGE>
As of the date of this Prospectus, the Trust offers 18 separate series, three of
which currently  offer two classes of shares.  Janus Fund became a series of the
Trust on June 16,  1986 and Janus  Twenty  Fund  became a series of the Trust on
August 7,  1992.  All other  Funds  have been  series of the Trust  since  their
inceptions.  This  Prospectus  describes  eight  series of the Trust;  the other
series are offered by separate prospectuses.

SHAREHOLDER MEETINGS
The Trust does not intend to hold annual shareholder meetings.  However, special
meetings  may be  called  for a  specific  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 each Fund only
if a matter  affects  or  requires  the vote of only  that  Fund or that  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 FUNDS
The Funds have no  present  plans to limit  their  size.  However,  any 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 a Fund are discontinued,  it is expected that existing  shareholders of
that 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 any Fund's  investment  objective by
investing all of that Fund's  assets in another  investment  company  having the
same investment  objective and  substantially  the same investment  policies and
restrictions  as those  applicable  to that Fund.  It is expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the existing  Fund.  The Trust's  shareholders  of record on April 30,
1992, and the initial  shareholder(s) of all Funds created after April 30, 1992,
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 Funds
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 a 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  management  of the Funds  believe 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 FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       20
<PAGE>
DISTRIBUTIONS AND TAXES

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

DISTRIBUTIONS
To avoid  taxation,  the Internal  Revenue Code requires each Fund to distribute
net income and any net gains  realized  by its  investments  annually.  A Fund's
income from dividends and interest and any net realized short-term capital gains
are paid to shareholders as ordinary income  dividends.  Net realized  long-term
gains are paid to shareholders as capital gains distributions.

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

DISTRIBUTION SCHEDULE
<TABLE>
                              Dividends                               Capital Gains
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                     <C>
Growth Funds                  Declared and paid in December           Declared and paid in December
- ------------------------------------------------------------------------------------------------------------------------------------
Combination Funds             Declared and paid in March, June,       Declared and paid in December
                              September and December
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
HOW DISTRIBUTIONS
AFFECT A FUND'S NAV
Distributions  are paid to  shareholders as of the record date of a distribution
of a Fund,  regardless  of how long the  shares  have been held.  Dividends  and
capital gains awaiting  distribution  are included in each Fund's daily NAV. The
share  price  of a Fund  drops by the  amount  of the  distribution,  net of any
subsequent market fluctuations. As an example, assume that on December 31, Janus
Fund declared a dividend in the amount of $0.25 per share. If Janus 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 a 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 Funds offer 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 Funds reserve the right to reinvest  undeliverable and uncashed dividend and
distribution  checks  that  remain  outstanding  for six months in shares of the
applicable  Fund  at the  NAV  next  computed  after  the  check  is  cancelled.
Subsequent distributions may also be reinvested.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       21

<PAGE>
TAXES

As with any investment, you should consider the tax consequences of investing in
the Funds.  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  Funds.  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
Janus Federal  Tax-Exempt Fund anticipates that  substantially all of its income
dividends will be exempt from federal income tax,  although it may  occasionally
earn income on taxable  investments  and dividends  attributable  to that income
would be taxable. In addition, interest from certain private activity bonds is a
preference item for purposes of the  alternative  minimum tax, and to the extent
the Fund earns such income  shareholders  subject to the alternative minimum tax
must include that income as a preference item. Distributions from capital gains,
if any,  are subject to federal tax.  The Fund will advise  shareholders  of the
percentage of dividends, if any, subject to any federal tax.

Dividends  and  distributions  for all of the other Funds are subject to federal
income tax, regardless of whether the distribution is made in cash or reinvested
in additional  shares of a Fund. In certain  states,  a portion of the dividends
and  distributions  (depending on the sources of a 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 FUNDS
Dividends,  interest  and  some  capital  gains  received  by a Fund on  foreign
securities may be subject to tax withholding or other foreign taxes. Any foreign
taxes paid by a Fund will be treated  as an  expense to the  particular  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 Funds do not expect to pay any federal  income or excise taxes  because they
intend  to  meet  certain  requirements  of the  Internal  Revenue  Code.  It is
important  that the Funds meet these  requirements  so that any earnings on your
investment will not be taxed twice.

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

PERFORMANCE TERMS

This section will help you  understand  various  terms that are commonly used to
describe a 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 Growth and Combination Funds generally measure  performance
in terms of total return.

Cumulative  total return  represents  the actual rate of return on an investment
for a specified period. The Financial Highlights tables beginning on page 4 show
total return for a single fiscal  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 a Fund's return and are not the
same as actual annual results.

THE FUNDS  IMPOSE 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 FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       22
<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 Funds may invest.  The Funds may
invest  in  these  instruments  to the  extent  permitted  by  their  investment
objectives  and policies.  The Funds are 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 Funds 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 (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, a 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 Funds to
recognize income  associated with a 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 a 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, a 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 a 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  may be used to provide  cash to  satisfy  unusually  high  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 a 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


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       23
<PAGE>
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 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 stock 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  Funds  do not  earn  interest  on  such
securities  until  settlement and bear 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  regular  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 Funds 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.  They
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 Funds  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 Funds 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.  A 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 Funds may  purchase  and write put and call  options on  securities,
securities indices and foreign currencies.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       24
<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 FUNDS COMBINED PROSPECTUS                         February 18, 1996
                                       25


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