JANUS INVESTMENT FUND
N-30D, 1996-06-18
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                        TABLE OF CONTENTS

Our Message to You                               2

Portfolio Manager's Commentary and Schedule of Investments

Janus Fund                                       3

Janus Balanced Fund                              7

Janus Enterprise Fund                            11

Janus Growth and Income Fund                     14

Janus Mercury Fund                               17

Janus Olympus Fund                               21

Janus Overseas Fund                              24

Janus Twenty Fund                                29

Janus Venture Fund                               32

Janus Worldwide Fund                             37

Statements of Operations                         42

Statements of Assets and Liabilities             42

Statements of Changes in Net Assets              44

Financial Highlights                             46

Notes to Schedules of Investments                50

Notes to Financial Statements                    51



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Performance Information

    The following pages include performance overview graphs that
compare the performance of a $10,000 investment in each fund,
since its inception, to one or more widely used market indexes.
Each graph reflects the lifetime performance of the fund through
April 30, 1996.

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

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

An Explanation of the Schedule of Investments

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

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

An Explanation of the Forward Foreign Currency Contract Table

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



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

OUR MESSAGE TO YOU

Dear Shareholders:

    After unusually smooth sailing in 1995, the stock market
encountered rougher weather in early February. The primary cause
was the rise in interest rates, which moved higher in January in
anticipation of a rebound in the general economy. On a historical
basis, the reaction of the equities markets was relatively mild.
Stocks performed well until February, when large-capitalization
stocks weakened while small- and mid-capitalization stocks surged
into record territory. The Standard & Poor's 500 Stock Index (the
S&P 500 Index), an index of larger companies, had a total return
of 13.76% for the six months ended April 30, while the Russell
2000, an index of small stocks, gained 18.47%. The S&P 400 Stock
Index, which measures the performance of mid-capitalization
stocks, appreciated 13.88%.

    The Economy is Healthy. Even though gross domestic product in
the first calendar quarter of 1996 came in at an annual rate of
2.8%, up from a weak 0.5% in the fourth quarter of 1995, growth
was still relatively moderate. As of mid-May, signs of inflation
were limited primarily to the commodities markets, and industrial
production and auto sales were both weak. Overall, U.S. business
is streamlined and globally competitive. Corporate earnings have
slowed, but only from the record levels of the past three years.

    Although a divergence between stock and bond prices (stocks
are high and bonds are still low) has made some investors
cautious, a similar divergence occurred at the end of 1994 and
was resolved positively. Bonds declined for much of 1994, while
stocks held their own. The bonds began to rally again and set the
stage for the excellent market returns of 1995.

    All things considered, the environment for stocks remains
positive.

INTERNATIONAL MARKETS

    Many Kept Pace with the U.S. Measured in U.S. dollars, the
Morgan Stanley EAFE Index (EAFE stands for Europe, Australasia,
and the Far East) gained 13.21% for the six month period, with
net dividends reinvested.(1) Neither the U.S. market nor the
emerging markets of Latin America and Eastern Europe are


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represented in EAFE. EAFE's respectable performance masked even
better results from many of its individual components, including
the UK, France, Germany, Indonesia, Japan, and the Netherlands,
where Janus Funds have substantial investments. A number of these
markets hit new highs. The stronger dollar also continued to help
the export outlook in many regions: the more the dollar is worth,
the more expensive (and less competitive) U.S. goods are
overseas. European markets performed well largely because
interest rates declined in the face of slow growth. In Latin
America and the Far East growth began to pick up - in countries
like Japan and Mexico it returned from very depressed levels -
and these markets responded to a brighter economic picture.

HOW OUR FUNDS PERFORMED

    On the whole, Janus Funds had an excellent six months.
Predictable earnings are at the core of our investment strategy,
and the uncertain earnings outlook increased demand for quality
growth stocks with consistent earnings and revenue streams.

    The following rankings are from Lipper Analytical Services,
the large mutual fund rating service, for the twelve months ended
April 30, 1996.(2)

Fund                    Lipper Fund Category       Lipper Ranking   Percentile

Janus Overseas Fund           International           2 of 281         1%
Janus Worldwide Fund          Global                  10 of 133        8%
Janus Growth and Income Fund  Growth and Income       51 of 479       11%
Janus Mercury Fund            Capital Appreciation    75 of 596       13%
Janus Enterprise Fund         Mid Cap                 24 of 126       19%
Janus Balanced Fund           Balanced                46 of 241       19%

JANUS EQUITY INCOME FUND

    Janus Equity Income Fund is our latest fund offering and will
open June 28, 1996. The Fund is part of our ongoing effort to
provide a broad and useful array of financial products to
investors.

    Janus Equity Income Fund is diversified. The Fund is intended
to be less volatile than the general market and will focus on
well-run companies that produce substantial excess cash that is
likely to be returned to shareholders through either dividends or
significant share repurchase programs. The Fund will be managed
by Blaine Rollins, who also oversees Janus Balanced Fund. We
believe Blaine will bring exceptional dedication and discipline
to the management of Janus Equity Income Fund.(3)





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We appreciate your investment with Janus.

Thomas H. Bailey

Chairman


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

(2) Past performance is no guarantee of future results. Lipper
rankings are based on total return, including reinvested
dividends and capital gains. For a description of Lipper
categories please see the individual Fund letters.

(3) For a prospectus containing more complete information,
including expenses, please call a Janus Investor Service
Representative at 1-800-525-3713. Read the prospectus carefully
before you invest or send money.

JANUS FUND                   Portfolio Manager, James P. Craig

PERFORMANCE REVIEW

    The Janus Fund appreciated 12.95% for the six months ended
April 30, 1996, versus a gain of 13.76% for the S&P 500 Index.
Both returns include reinvested dividends.

    The Fund slightly trailed the S&P Index for the six-month
period, although our investments in large, quality growth stocks
were rewarded. But returns were held back when we took losses on
the last of our paper stocks, and on Texas Instruments and Glaxo
Holdings. SAP, a German developer of integrated business
software, was also down.

    On the plus side, the companies we favor, those with more
predictable long-term earnings than the general equity universe,
received a better premium when corporate earnings slowed - after
three terrific years - and the outlook for economic growth became
uncertain. Many of our holdings reported strong profits, and the
market was willing to pay up for more consistent earnings
streams.

    Our investments in companies with significant share
repurchase plans also contributed to Fund performance. More
investors recognized the effectiveness of stock repurchase in
creating shareholder value. And finally, our growth stocks
benefited from the break in the technology sector. Monies flowed
away from technology and were put to work in less volatile areas.



                                5



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THE PORTFOLIO

    Equity holdings increased from 90.5% when the period began to
95.1% on April 30. The Fund's ten largest positions made up 36.5%
of assets on April 30, versus 34.6% at the end of October 1995.
Approximately 16.0% of the portfolio was invested abroad,
compared to 19.0% when the fiscal year began.

Ten Largest Holdings         April 30, 1996      October 31, 1995

General Motors E (EDS)            5.1%                  4.8%
First Data Corp.                  5.1%                  5.0%
Wells Fargo                       4.5%                  -
Citicorp                          4.2%                  4.0%
IBM                               3.7%                  -
Cisco Systems                     3.0%                  -
Bank of New York                  2.9%                  2.2%
Roche Holdings                    2.8%                  3.6%
SAP AG                            2.6%                  3.5%
UNUM                              2.6%                  2.6%

Top Five Industries          April 30, 1996      October 31, 1995

Pharmaceuticals                   11.6%                 12.3%
Financial - Bank Money Center      8.0%                  6.6%
Services - Computer Processing     8.0%                 11.2%
Chemicals                          6.6%                  2.4%
Aerospace and Defense              5.9%                  3.1%

PORTFOLIO THEMES

    Share Repurchase. This is a theme we have discussed
frequently. Companies with excess cash flow - more money than
they can prudently invest - are buying back and retiring stock.
We believe stock repurchase programs are often a better means of
returning value to shareholders than dividends, which are
taxable. Repurchasing stock increases the value of each remaining
share and can also help stabilize the stock price by creating a
consistent source of demand. Citicorp, Hercules, Wells Fargo,
First Data, United Technologies, Xerox, and McDonnell Douglas all
have stock repurchase programs.

    Banking. Better operating discipline and a focus on niche,
high-profit businesses continue to spark our interest in Citicorp
and Bank of New York. Wells Fargo, which recently acquired First
Interstate, was added because the combination will unite one of
the premier commercial and consumer lenders in California (Wells
Fargo) with one of the premier deposit gatherers (First
Interstate). Wells Fargo has been extremely innovative in
developing low-cost banking services, including branches in
supermarkets and an extensive electronic banking system. Post-


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acquisition, Wells Fargo will have both a lower cost-of-funds for
its loan accounts and a more efficient administrative cost
structure.

    Business Services - Outsourcing. Using outside specialists to
perform functions such as data processing, computer operations,
and personnel is a trend we recognized early. EDS (formerly
General Motors E), First Data Corporation, Computer Sciences, and
NTT Data (in Japan) are data and information processors that have
developed market franchises. Alco Standard is a large provider of
copying equipment and services. 

    Technology. We took advantage of the breakdown in technology
prices to establish positions in several large equipment
companies that have built dominant franchises. Of special note is
Cisco Systems, the premier developer and marketer of equipment
that allows large networks to communicate. Cisco's revenues are
growing at 83% annually, with earnings growth of 67%. Operations
at Cisco are lean and very well-managed. The company has also
aggressively acquired other equipment manufacturers whose
products expand or complement its business. 

    Pharmaceuticals. We sold Astra and trimmed Pfizer, Merck, and
Roche. These stocks generated good gains, but we wanted to make
room for Eli Lilly, which has an exciting product line, including
drugs to treat schizophrenia and severe coronary disease.

GOING FORWARD

    The surge in interest rates during the first four months of
1996 took away much of the tail wind that had been driving the
equities markets and created additional volatility. But as long
as inflation stays at low-impact levels and economic growth is
moderate, we should be able to generate good returns through
careful stock selection and by taking advantage of the
opportunities that fear and greed can create in a volatile market
environment.

    Thank you for your investment in Janus Fund.

JANUS FUND                   Portfolio Manager, James P. Craig

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Fund and the S&P 500 Index.  Janus
Fund is represented by a solid teal line.  The S&P 500 Index is
represented by a single dashed black line.  The "y" axis reflects
the value of the investment.  The "x" axis reflects the
computation periods from inception, February 5, 1970, through
April 30, 1996.  The upper right quadrant reflects the ending


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value of the hypothetical investment in Janus Fund ($577,842) as
compared to the S&P 500 Index ($211,620).  There is a legend in
the upper left quadrant of the graph which indicates Janus Fund's
one-year, five-year, ten-year and since inception (February 5,
1970) average annual total returns as 29.33%, 14.62%, 15.09% and
16.71%, respectively.

*The Fund's inception date        Source - Lipper Analytical
Services, Inc. 1996. All returns reflect reinvested dividends.

    Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.

    The Fund's portfolio may differ significantly from the
securities in the index. The index is unmanaged and therefore
does not reflect the cost of portfolio management or trading.

JANUS FUND                        April 30, 1996 (unaudited)

Shares or
Principal Amount                                  Market Value

Common Stock - 92.5%

Aerospace and Defense - 5.9%

    3,861,875   Boeing Co.                         $317,156,484

    1,772,275   General Motors Corp. - Class H      108,330,309

      666,825   Lockheed Martin Corp.                53,762,766

      624,700   McDonnell Douglas Corp.              60,283,550

    2,655,100   United Technologies Corp.           293,388,550

                                                    832,921,659

Auto and Truck - 2.5%

    4,744,450   General Motors Corp.                257,386,413

    4,210,000   Honda Motor Co.**                    95,827,619

                                                    353,214,032






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Beverages - 0.9%

    1,011,600   Coca-Cola Femsa S.A. (ADR)           27,186,750

    2,275,450   Panamerican Beverages, Inc. -
                Class A (ADR)#                       99,835,369

                                                    127,022,119

Broadcasting, Radio and Television - 0.1%

      454,825   Heritage Media Corp. - Class A*      17,453,909

Chemicals - 6.6%

    1,166,200   Cytec Industries, Inc.*,#            96,648,825

    3,863,475   Grace (W.R.) & Co.                  299,419,313

    4,583,025   Hercules, Inc.                      277,273,013

      200,000   Hoechst A.G.**                       67,389,883

      280,000   Monsanto Co.                         42,420,000

      385,000   Olin Corp.                           34,072,500

      747,350   Praxair, Inc.                        28,866,394

    2,065,800   Witco Corp.                          70,495,425

                                                    916,585,353

Commercial Services - 2.2%

    2,175,575   Manpower, Inc.                       80,496,275

      438,000   Medaphis Corp.*                      20,202,750

      505,000   Olsten Corp.                         15,339,375

    1,676,125   Omnicare, Inc.#                     100,567,500

    1,622,925   Robert Half International,
                Inc.*,#                              93,318,188

                                                    309,924,088






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Computers - 4.0%

    4,820,200   IBM Corp.                           518,171,500

      649,500   Telxon Corp.                         14,938,500

    1,165,000   Wang Laboratories, Inc.*             27,595,930

                                                    560,705,930

Computers - Peripheral Equipment - 3.0%

    8,119,225   Cisco Systems, Inc.*                421,184,797

Cosmetics and Personal Care - 0.2%

      438,000   Gillette Co.                         23,652,000

Electrical Equipmemt - 0.4%

      474,900   C-Cube Microsystems, Inc.*           23,507,550

      459,275   UCAR International, Inc.*            18,830,275

      500,000   Westinghouse Electric Corp.           9,437,500

                                                     51,775,325

Electronics - 0.7%

      585,300   Hewlett-Packard Co.                  61,968,638

      919,000   Sundstrand Corp.                     33,773,250

                                                     95,741,888

Environmental Services - 0%

      778,280   Rentokil Group PLC**                  4,503,517

Financial - Bank Commercial - 5.6%

      288,188   Banco Popular Espanol S.A.           47,744,443

    2,484,325   First Chicago NBD Corp.             102,478,406

    2,617,900   Wells Fargo & Co.                   635,167,989

                                                    785,390,838




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Financial - Bank Money Center - 8.0%

    8,482,200   Bank of New York Co., Inc.          411,386,700

   11,544,127   Barclays PLC**                      128,033,419

    7,407,475   Citicorp                            583,338,656

                                                  1,122,758,775

Financial Services - 1.6%

    7,278,375   Federal National Mortgage
                Association                         222,900,234

Food Processing - 1.5%

      650,225   Campbell Soup Co.                    40,639,062

    2,203,500   Kellogg Co.                         157,274,813

      326,475   Nabisco Holdings Corp. - Class A      9,998,297

                                                    207,912,172

Furniture and Home Appliance - 0.2%

    1,000,000   Singer Co. N.V. (The)                25,875,000

Household Products - 0.6%

    1,118,225   Newell Co.                           31,869,413

      600,000   Proctor & Gamble Co.                 50,700,000

                                                     82,569,413

Industrial Material - Special - 0.1%

      567,400   Corning, Inc.                        19,717,150

Insurance - Life - 2.9%

    1,100,000   Conseco, Inc.                        40,150,000

    6,080,800   UNUM Corp.#                         361,807,600

                                                    401,957,600





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Insurance - Multiline - 0.8%

    1,860,000   Travelers Group, Inc.               114,390,000

Insurance - Property and Casualty - 0.1%

      539,525   Risk Capital Holdings, Inc.*         10,723,059

Leisure Time - 0.2%

    1,960,000   International Game Technology        30,380,000

Machine - Diversified - 0.3%

    1,824,950   AGCO Corp.#                          46,079,988

Medical - Biotechnology - 0.2%

      517,925   Medtronic, Inc.                      27,514,766

Medical - Hospital Management Services - 0.2%

      684,425   HEALTHSOUTH Corp.*                   25,409,278

Medical - Supplies - 0.8%

    1,315,000   Baxter International, Inc.           58,188,750

      916,150   Boston Scientific Corp.*             39,508,969

      161,950   Luxottica Group S.p.A. (ADR)*        13,036,975

                                                    110,734,694

Mining - 0.4%

      572,160   Freeport McMoRan, Inc.               20,883,864

      856,975   Minerals Technologies, Inc.          32,993,538

                                                     53,877,402

Miscellaneous - Distribution and Wholesale - 1.2%

    2,771,300   Cardinal Health, Inc.#              173,899,075

Miscellaneous - Manufacturing - 0.7%

    1,513,550   AlliedSignal, Inc.                   87,975,094




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      200,000   Tyco International, Ltd.              7,725,000

                                                     95,700,094

Office and Business Equipment - 1.2%

      304,575   Danka Business Systems PLC (ADR)     14,619,600

      884,117   Oce-Van Der Grinten N.V.#,**         81,289,216

      511,675   Xerox Corp.                          74,960,388

                                                    170,869,204

Oil and Gas - Domestic - 0.2%

      550,000   Ashland, Inc.                        22,618,750

Oil and Gas - Exploration - 0.6%

    1,419,100   Triton Energy Corp.*                 78,050,500

Packaging and Containers - 0.2%

      820,000   Sealed Air Corp.*                    29,007,500

Pharmaceuticals - 11.6%

    1,290,500   Centocor, Inc.*                      51,620,000

       29,497   Ciba-Geigy Corp. A.G.                33,992,119

    4,687,300   Eli Lilly & Co.                     276,550,700

      920,400   Johnson & Johnson                    85,137,000

      455,000   McKesson Corp.                       21,669,375

    1,259,500   Merck & Co., Inc.                    76,199,750

    4,816,975   Pfizer, Inc.                        331,769,153

       50,437   Roche Holding A.G.                  396,073,425

      113,391   Sandoz A.G. - Class R               123,284,786

   16,332,345   SmithKline Beecham PLC - Class A**  173,385,979






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      934,750   SmithKline Beecham PLC -
                Class A (ADR)**                      50,476,500

                                                  1,620,158,787

Publishing - Newspaper - 0.6%

      500,000   Hollinger International, Inc.         5,937,500

    3,261,000   Reuters Holdings PLC**               36,953,286

      532,825   Reuters Holdings PLC (ADS)**         36,032,291

                                                     78,923,077

Publishing and Printing - 2.8%

      374,000   K-III Communications Corp.*           4,721,750

    3,288,461   Wolters Kluwer N.V.#,**             359,561,439

    1,206,800   World Color Press, Inc.*             28,963,200

                                                    393,246,389

Retail - Department Stores - 0.3%

    4,597,800   Cifra S.A. de C.V. - Class C*         6,142,809

    1,341,000   Credit Saison Co., Ltd.**            33,078,000

                                                     39,220,809

Retail - Special Line - 0.1%

      716,275   General Nutrition Companies, Inc.*   13,967,363

Services - Computer Integrated Systems Design - 1.9%

    3,375,550   Computer Sciences Corp.*,#          249,790,700

      364,825   Parametric Technology Co.*           14,684,206

                                                    264,474,906

Services - Computer Processing and Data Preparation - 5.4%

    9,450,105   First Data Corp.                    718,207,980

      487,000   SunGard Data Systems, Inc.*          16,192,750



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      135,910   SAP A.G.**                           17,630,463

                                                    752,031,193

Services - Computer Programming and Data Processing - 5.1%

   12,742,375   General Motors Corp. - Class E      718,351,391

Services - Hotels and Motels - 0.9%

    3,441,725   Circus Circus Enterprises, Inc.*    126,483,394

Services - Prepackaged Software - 1.4%

    2,159,825   Computer Associates
                 International, Inc.                158,477,159

        1,267   NTT Data Communications
                Systems Corp.**                      44,164,000

                                                    202,641,159

Telecommunications - 1.7%

      850,000   360 Degree Communications Co.*       19,975,000

    3,190,575   Paging Network, Inc.*                74,978,513

    4,124,350   MFS Communications Co., Inc.*       143,062,807

                                                    238,016,320

Textiles - 0.1%

      272,050   Cintas Corp.                         14,622,688

Toys - 0.9%

    4,809,026   Mattel, Inc.                        125,034,683

Transportation - Airlines - 1.6%

    2,540,175   AMR Corp.*                          226,710,619

Transportation - Railroad - 2.0%

    3,150,350   Burlington Northern Santa Fe Corp.  275,655,625






                               15



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Utilities - Telecommunications - 0.5%

      820,000   Cincinnati Bell, Inc.                40,385,000

    1,000,000   MCI Communications Corp.             29,437,500

                                                     69,822,500

Wholesale - Special Line - 1.5%

    3,609,450   Alco Standard Corp.                 208,896,919

Total Common Stock (cost $9,971,204,169)         12,941,277,931

Preferred Stock - 2.6%

Services - Computer Processing and Data Preparation - 2.6%

    2,774,953   SAP A.G.** (cost $234,251,882)      368,675,954

U.S. Government Agencies - 2.9%
                Federal Home Loan Bank System
  $25,000,000     5.15%, 5/8/96                      24,974,965

                Federal Home Loan Mortgage Corp.:
   23,100,000     5.30%, 5/1/96                      23,100,000

   50,000,000     5.19%, 5/2/96                      49,992,792

   50,000,000     5.17%, 5/17/96                     49,885,111

   50,000,000     5.17%, 5/20/96                     49,863,569

   25,000,000     5.17%, 5/31/96                     24,892,292

   50,000,000     5.19%, 6/11/96                     49,704,458

   25,000,000     5.18%, 7/1/96                      24,780,570

   50,000,000     5.16%, 7/8/96                      49,512,667

                Federal National Mortgage Association
   50,000,000     5.17%, 7/30/96                     49,353,750










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Total U.S. Government Agencies (cost $396,060,174)  396,060,174

Money Market - 0%

    2,500,000   Janus Government Money Market Fund, 5.30%
                  (cost $2,500,000)                   2,500,000

Short-Term Corporate Notes - 1.4%

                Household Finance Corp.
   50,000,000     5.30%, 5/1/96                      50,000,000

                J.P. Morgan and Co.:
   50,000,000     5.30%, 5/16/96                     49,889,583

   50,000,000     5.24%, 5/22/96                     49,847,167

                Wal-Mart Stores, Inc.
   50,000,000     5.22%, 5/13/96                     49,913,000

Total Short-Term Corporate Notes
  (amortized cost $199,649,750)                     199,649,750

Time Deposit - 0.3%

                First Union National Bank of North Carolina

   42,500,000     5.31%, 5/1/96 (amortized
                 cost $42,500,000)                   42,500,000

Total Investments - 99.7% (total cost
                    $10,846,165,975)             13,950,663,809

Cash, Receivables, and Other Assets, net of Liabilities -
                0.3%                                 46,739,255

Net Assets - 100%                               $13,997,403,064

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Germany                     3.2%                  $   453,696,301

Italy                       0.1%                       13,036,975

Japan                       1.2%                      173,069,619

Mexico                      1.0%                      133,164,928



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<PAGE>

Netherlands                 3.2%                      440,850,655

Spain                       0.3%                       47,744,443

Switzerland                 4.0%                      553,350,332

United Kingdom              3.2%                      444,004,593

United States+             83.8%                   11,691,745,963

Total                     100.0%                  $13,950,663,809



+Includes Short-Term Securities (79.2% excluding Short-Term
Securities)

                   FORWARD CURRENCY CONTRACTS
                     Open at April 30, 1996

Currency Sold and        Currency       Currency      Unrealized
Settlement Date         Units Sold   Value in $U.S.   Gain/(Loss)

British Pound 8/22/96    83,000,000   $124,881,800    $ 2,356,370

Dutch Guilder 6/13/96   500,000,000    292,860,071     18,773,198

German Deutschemark
  6/13/96               550,000,000    360,041,896     23,407,054

Japanese Yen 5/23/96  1,400,000,000     13,328,687         52,628

Japanese Yen 6/28/96  2,000,000,000     19,041,925       (44,062)

                                      $810,154,379    $44,545,188


JANUS BALANCED FUND       Portfolio Manager, Blaine P. Rollins

PORTFOLIO PERFORMANCE

    The Janus Balanced Fund returned 10.32%, with dividends
reinvested, during the first six months of our fiscal year ended
April 30, 1996, versus a return of 13.76% for the S&P 500 Index.

    We are changing our fixed-income benchmark index from the
Lehman Brothers Long Government/Corporate Bond Index to the
Lehman Brothers Government/Corporate Bond Index, which has a
shorter weighted average maturity than the longer Lehman Index
and is more representative of the maturities the portfolio has
held in the past and is likely to hold in the future. We will


                               18



<PAGE>

report the results for both Lehman Indexes for the rest of the
fiscal year, as required by Securities and Exchange Commission
regulations.

    For the six-month period, the Lehman Brothers Long
Government/Corporate Bond Index declined 2.79% and the Lehman
Brothers Government/Corporate Index was basically unchanged, up
0.04%. All returns include reinvested dividends.

    For the 12 months ended April 30, Janus Balanced Fund was
ranked 46th out of the 241 balanced funds (top 19%) ranked by
Lipper Analytical Services, a mutual fund rating company.(1)

    My greatest challenge since taking over management of the
Fund on January 1, was responding to sharply higher interest
rates. Five-year fixed-income securities, where we held
significant positions, experienced difficult going, even though
yields in this area remained very competitive with long bonds.

    The equity sector of the portfolio performed well during the
period, despite the market's increased volatility. The general
uncertainty over corporate earnings strength caused investors to
put a higher premium on many of the stable growth stocks we own,
whose earnings tend to be more predictable than most companies in
the broad market.

THE PORTFOLIO

    Fixed-Income. As of April 30, the fixed-income portion of the
Fund was roughly 43% of assets, versus 48% at the end of October
1995, and had a weighted average maturity of approximately 7.5
years.

Fixed-Income Holdings     April 30, 1996    October 31, 1995

Cash & Cash Equivalents         1.7%               2.8%
Convertible Bonds               0.9%               1.4%
U.S. Corporate Bonds           18.9%              28.7%
Foreign Corporate Bonds         2.6%               0.8%
Government Bonds               18.9%              10.9%

    Government bonds were increased when the difference in yield,
or spread, between governments and investment-grade corporate
bonds narrowed, making the lower-risk government securities more
competitive. Maturities were shortened in order to lower
portfolio volatility in an uncertain rate environment. Although
investment-grade corporate bonds were reduced, our high-
yield/high-risk (junk) holdings increased moderately to 4% (from
1%), with companies such as Heritage Media and First Nationwide.
These are names we know well from both our equity and fixed-



                               19



<PAGE>

income research. We also picked up additional yield from our
German and Canadian bonds.

    Equities. The equity portion of the portfolio increased to
57% of assets on April 30, versus 51.7% at the end of October
1995. The largest ten positions accounted for 23.4% of the
portfolio.

Ten Largest Holdings      April 30, 1996    October 31, 1995

Wells Fargo                    3.5%               -
First Data Corp.               2.9%               3.0%
Robert Half International      2.6%               2.8%
UNUM                           2.4%               2.0%
Kellogg Co.                    2.3%               1.8%
Bank of New York               2.2%               1.0%
Citicorp                       2.1%               2.3%
IBM                            2.0%               -
SAP AG                         1.8%               3.7%
General Motors E (EDS)         1.6%               3.6%

Top Five Industries       April 30, 1996    October 31, 1995

Financial - Bank Money Center  5.0%               3.3%
Financial - Bank Commercial    4.8%               3.0%
Insurance - Life               4.7%               2.0%
Aerospace and Defense          4.4%               2.4%
Commercial Services            4.1%               2.8%

EQUITY PORTFOLIO THEMES

    Stock Repurchase. We continue to favor companies that
generate exceptional profits and return excess cash to
shareholders in the form of dividends, or better yet, by
repurchasing the company's stock. Wells Fargo, Citicorp, Kellogg,
Bank of New York, and EDS are all well-run companies pursuing
this strategy.

    Banking. The synergies created by recent acquisitions should
provide Wells Fargo and First Chicago NBD with exceptional growth
rates. Bank of New York is taking market share in the securities
processing business, and Citicorp has a powerful international
franchise that is driving growth.

    Business Services - Outsourcing. EDS, First Data, Computer
Sciences, and Robert Half International are benefiting from the
outsourcing phenomenon. Robert Half is an extremely well-managed
company that is growing revenues at 30% plus. It has targeted the
high-end of the temporary personnel market and provides
professionals in accounting, legal, and computer operations.



                               20



<PAGE>

Margins are more than twice the industry standard and the company
is using excess cash to rapidly lower debt.

THE BALANCED STRATEGY

    The uncertain outlook for interest rates is currently
dictating a conservative fixed-income strategy. Our growth stocks
should make progress, however, if inflation remains low and
economic growth is moderate. We are very excited about the good
companies we hold in the portfolio, and are also encouraged by
the compelling individual growth ideas our investment staff
continues to find.

    Thank you for your investment in Janus Balanced Fund.

(1) A Balanced Fund is defined by Lipper Analytical Services as
one "whose primary objective is to conserve principal by
maintaining at all times a balanced portfolio of both stocks and
bonds. Typically, the stock/bond ratio ranges around 60%/40%."
This ranking is based on total return, including reinvestment of
dividends and capital gains, for the stated period. Past
performance is not predictive of future results.

JANUS BALANCED FUND     Portfolio Manager, Blaine P. Rollins

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Balanced Fund and the S&P 500 Index,
the Lehman Brothers Long Gov't./Corporate Bond Index and the
Lehman Brothers Gov't./Corporate Bond Index.  Janus Balanced Fund
is represented by a solid teal line.  The S&P 500 Index is
represented by a single dashed black line.  The Lehman Brothers
Long Gov't./Corporate Bond Index is represented by a dark grey
dashed line.  The Lehman Brothers Gov't./Corporate Bond Index is
represented by a light grey dashed line.  The "y" axis reflects
the value of the investment.  The "x" axis reflects the
computation periods from inception, September 1, 1992, through
April 30, 1996.  The upper right quadrant reflects the ending
value of the hypothetical investment in Janus Balanced Fund
($16,421) as compared to the S&P 500 Index ($17,422), the Lehman
Brothers Long Gov't./Corporate Bond Index ($13,290) and the
Lehman Brothers Gov't./Corporate Bond Index ($12,570).   There is
a legend in the upper left quadrant of the graph which indicates
Janus Balanced Fund's one-year and since inception (September 1,
1992) average annual total returns as 22.87% and 14.48%,
respectively.

*The Fund's inception date        Source - Lipper Analytical
Services, Inc. 1996. All returns reflect reinvested dividends.



                               21



<PAGE>

    Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.

    The Fund's portfolio may differ significantly from the
securities in the index. The index is unmanaged and therefore
does not reflect the cost of portfolio management or trading.

                       JANUS BALANCED FUND
                   April 30, 1996 (unaudited)

Shares or
Principal Amount                                   Market Value

Common Stock - 55.2%

Aerospace and Defense - 2.8%

       26,625   Boeing Co.                           $2,186,578

       21,625   General Motors Corp. - Class H        1,321,828

        7,425   United Technologies Corp.               820,463

                                                      4,328,869

Broadcasting, Radio and Television - 0.7%

       27,125   Heritage Media Corp. - Class A*       1,040,922

Business Credit - 0.1%

        5,025   First USA Paymentech, Inc.*             218,588

Chemicals - 2.2%

       23,850   Grace (W.R.) & Co.                    1,848,375

       45,125   Witco Corp.                           1,539,891

                                                      3,388,266

Commercial Services - 4.1%

       64,025   Primark Corp.*                        2,272,888







                               22



<PAGE>

       69,975   Robert Half International, Inc.*      4,023,563

                                                      6,296,451

Computers - 2.0%

       28,825   IBM Corp.                             3,098,688

Electronics - 1.7%

       39,300   Dionex Corp.*                         1,439,363

       24,225   Pittway Corp. - Class A               1,156,744

                                                      2,596,107

Financial - Bank Commercial - 4.8%

        3,173   Banco Popular Espanol S.A.              525,674

       17,550   First Chicago NBD Corp.                 723,938

       11,600   Star Banc Corp.                         764,150

       21,882   Wells Fargo & Co.                     5,309,356

                                                      7,323,118

Financial - Bank Money Center - 5.0%

       70,600   Bank of New York Co., Inc.            3,424,100

       86,781   Barclays PLC**                          962,469

       40,425   Citicorp                              3,183,469

                                                      7,570,038

Financial - Savings/Loan/Thrift - 2.1%

       46,475   First Savings Bank of
                Washington Bancorp, Inc.                702,934

       29,675   HFNC Financial Corp.*                   415,450

      147,625   Klamath First Bancorp, Inc.           2,029,844

                                                      3,148,228





                               23



<PAGE>

Food Processing - 3.1%

       18,800   Campbell Soup Co.                     1,175,000

       49,875   Kellogg Co.                           3,559,828

                                                      4,734,828

Insurance - Life - 4.7%

       23,100   Conseco, Inc.                           843,150

       78,350   Delphi Financial Group - Class A*     2,154,625

       22,575   United Insurance Co.                    476,897

       62,600   UNUM Corp.                            3,724,700

                                                      7,199,372

Insurance - Multiline - 0.6%

       16,050   Foremost Corp. of America               858,675

Leisure Time - 0.6%

        9,300   Coleman Co., Inc.*                      426,638

       32,525   International Game Technology           504,138

                                                        930,776

Medical - Supplies - 1.2%

       16,300   Baxter International, Inc.              721,275

       13,075   Luxottica Group S.p.A. (ADR)*         1,052,538

                                                      1,773,813

Mining - 0.8%

       33,300   Minerals Technologies, Inc.           1,282,050

Miscellaneous - Business Credit - 0.3%

       12,475   AT&T Capital Corp.                      484,966






                               24



<PAGE>

Miscellaneous - Distribution and Wholesale - 1.1%

       26,250   Cardinal Health, Inc.                 1,647,188

Miscellaneous - Manufacturing - 0.5%

       16,925   Millipore Corp.                         708,734

Oil and Gas - Domestic - 0.5%

       13,975   Tenneco, Inc.                           766,878

Packaging and Containers - 0.3%

       14,500   Sealed Air Corp.*                       512,938

Pharmaceuticals - 2.9%

       17,200   Centocor, Inc.*                         688,000

       26,050   Eli Lilly & Co.                       1,536,950

          125   Roche Holding A.G.                      981,604

       24,050   SmithKline Beecham PLC -
                Class A (ADR)**                       1,298,700

                                                      4,505,254

Publishing - Newspaper - 0.5%

       11,275   Reuters Holdings PLC (ADS)**            762,472

Publishing and Printing - 2.6%

       35,425   Harland (John H.) Co.                   929,906

       20,000   Wolters Kluwer N.V.**                 2,186,806

       32,925   World Color Press, Inc.*                790,200

                                                      3,906,912

Real Estate Investment Trust - 1.0%

       64,275   Redwood Trust, Inc.                   1,494,394







                               25



<PAGE>

Retail - Special Line - 0.3%


       73,570   Pagnossin S.p.A.*                       447,685

Services - Business Services - 0.2%

        8,450   Sykes Enterprises, Inc.                 299,975

Services - Computer Integrated Systems Design - 1.0%

       21,100   Computer Sciences Corp.*              1,561,400

Services - Computer Processing and Data Preparation - 3.5%

       58,720   First Data Corp.                      4,462,720

       25,250   SunGard Data Systems, Inc.*             839,563

                                                      5,302,283

Services - Computer Programming and Data Processing - 1.6%

       43,050   General Motors Corp. - Class E        2,426,944

Telecommunications Equipment - 0.5%

       23,200   United States Satellite
                Broadcasting Co., Inc.*                 794,600

Textiles - 0.3%

       11,650   Mossimo, Inc.*                          442,700

Transportation - Railroad - 0.5%

        9,300   Burlington Northern Santa Fe Corp.      813,750

Utilities - Telecommunications - 0.3%

        9,675   Cincinnati Bell, Inc.                   476,494












                               26



<PAGE>

Wholesale - Special Line - 0.8%

       21,425   Alco Standard Corp.                   1,239,972

Total Common Stock (cost $70,854,250)                84,384,328

Preferred Stock - 1.8%

Services - Computer Processing and Data Preparation - 1.8%

                SAP A.G.** (cost $2,209,011)          2,689,055

Corporate Bonds - 19.8%

Aerospace and Defense - 1.6%

   $2,430,000   International Lease Finance Corp., 7.50%
                  notes, due 3/1/99              $    2,487,713

Broadcasting, Radio and Television - 0.9%

    1,500,000   Heritage Media Corp., 8.75%
                  senior subordinated
                  notes, due 2/15/06                  1,432,500

Captive Finance - 1.9%

    3,000,000   General Motors Acceptance Corp., 7.40%
                  debentures, due 9/1/25              2,846,250

Computers - 3.2%

    5,000,000   IBM Corp., 6.375% 
                  notes, due 6/15/00                  4,943,750

Financial - Savings/Loan/Thrift - 1.3%

    2,000,000   First Nationwide Holdings, Inc., 9.125%
                  senior subordinated notes,
                  due 1/15/03+                        1,950,000

Leisure Time - 0.9%

    3,610,000   Coleman Worldwide Corp., zero coupon
                  convertible liquid yield option notes,
                  due 5/27/13                         1,286,063







                               27



<PAGE>

Medical - Supplies - 1.6%

    2,430,000   Dade International, Inc., 11.125%
                  senior subordinated notes, due
                  5/1/06+                             2,473,318

Personal Credit - 1.9%

    3,000,000   Household International Netherlands B.V., 6.00%
                  senior notes, due 3/15/99           2,947,500

Restaurants and Food Services - 3.0%

    5,100,000   Wendy's International, Inc., 7.00%
                  debentures, due 12/15/25            4,577,250

Services - Hotels and Motels - 1.3%

    2,220,000   Circus Circus Enterprise, Inc., 6.45%
                  senior notes, due 2/1/06            2,050,725

Services - Motion Picture and Video Tape Production - 2.2%

    3,400,000   Walt Disney Co. (The), 6.375%
                  notes, due 3/30/01                  3,349,000

Total Corporate Bonds (cost $31,189,040)             30,344,069

Foreign Bonds - 2.6%

CAD 3,500,000   Canadian Government Obligation, 8.75%
                  debentures, due 12/1/05             2,733,285

DEM 2,000,000   Deutschland Republic, 6.25%
                  notes, due 1/4/24**                 1,176,055

Total Foreign Bonds (cost $4,106,875)                 3,909,340

U.S. Government Agency - 1.1%

                Federal Home Loan Mortgage Corp.
    1,700,000     5.30%, 5/1/96 (amortized
                  cost $1,700,000)                    1,700,000

U.S. Government Obligations - 18.9%

                U.S. Treasury Notes:
    5,000,000     5.00%, 1/31/98                      4,915,200

    4,000,000     5.125%, 2/28/98                     3,936,560



                               28



<PAGE>

    6,950,000     5.50%, 11/15/98                     6,840,260

    5,150,000     5.75%, 10/31/00                     5,017,542

    8,500,000     5.625%, 11/30/00                    8,235,990

Total U.S. Government Obligations (cost $29,456,740) 28,945,552

Total Investments - 99.4% (total cost $139,515,916) 151,972,344

Cash, Receivables and Other Assets, net of
  Liabilities - 0.6%                                    941,151

Net Assets - 100%                                  $152,913,495

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Canada                       1.8%                  $  2,733,285

Germany                      2.5%                     3,865,110

Italy                        1.0%                     1,500,223

Netherlands                  1.4%                     2,186,806

Spain                        0.4%                       525,674

Switzerland                  0.6%                       981,604

United Kingdom               2.0%                     3,023,641

United States+              90.3%                   137,156,001

Total                      100.0%                  $151,972,344


+Includes Short-Term Securities (89.2% excluding Short-Term
Securities)












                               29



<PAGE>

                   FORWARD CURRENCY CONTRACTS
                     Open at April 30, 1996

Currency Sold and    Currency    Currency         Unrealized
Settlement Date      Units Sold  Value in $ U.S.  Gain

British Pound
8/22/96                250,000   $  376,150       $  7,097

Dutch Guilder
6/13/96              2,000,000    1,171,440         75,093

German Deutschemark
6/13/96              3,475,000    2,274,810        147,890

German Deutschemark
7/30/96              1,750,000    1,149,199          5,574

                                 $4,971,599       $235,654


JANUS ENTERPRISE FUND                  Portfolio Manager,
                                       James P. Goff

PERFORMANCE REVIEW

    For the first half of our fiscal year ended April 30, 1996,
Janus Enterprise Fund was up 21.80%, with dividends reinvested.
We are changing the benchmark Index for the Fund from the S&P 500
Index to the S&P 400 Mid-Cap Index, which better reflects the
securities the Fund holds. We will continue to quote both Indexes
until fiscal year end, however, in keeping with Securities and
Exchange Commission regulations.

    The S&P 400 Mid-Cap Index gained 13.88% for the six months,
while the S&P 500 appreciated 13.76%, both with dividends
reinvested.

    For the 12 months ended April 30, the Fund's total return
ranked 24th out of 126 mid-cap funds (top 19%) tracked by Lipper
Analytical Services, a mutual fund rating company.(1)

    Good stock selection was the reason the Fund outdistanced the
Indexes. Our eclectic, stock-by-stock investment approach has
produced a diverse array of high-growth, well-managed companies.
Hotel franchisor HFS, British pub chain J.D. Wetherspoon,
PriCellular, Family Golf Centers, Profit Recovery Group, Global
Direct Mail, and Medaphis were among the standouts. These stocks,
among others, gained 30%-60% in the last six months. We are not
afraid to take concentrated positions in our best ideas, and this
strategy, though relatively aggressive, bolstered returns. It did


                               30



<PAGE>

not hurt, either, that in general small- and mid-cap stocks
registered excellent gains for the period, especially in the last
two months.

    Earlier in 1996, however, the market was beleaguered by
rising interest rates. The upturn in rates was significant, and
we briefly hedged the Fund with S&P futures contracts to shelter
the portfolio from increasing market volatility. The hedge was
removed at a modest profit. 

    Positions that did not work during the first half included
World Acceptance Corporation and APS Holdings. We also sold the
last of our Exide position at a loss.

PORTFOLIO COMPOSITION

    As of April 30, the portfolio was 97% invested in equities,
versus 99% when the fiscal year began. Foreign securities
accounted for 10.7% of holdings, up from 7.4% at the end of
October 1995, and are mostly in Europe. The ten largest positions
were 43.7% of assets, reflecting the Fund's concentrated
portfolio strategy.

Ten Largest Holdings    April 30, 1996      October 31, 1995

Paging Network Inc.          7.5%                  8.1%
HFS, Inc.                    6.7%                  7.3%
Insignia Financial Group     5.4%                  4.7%
J.D. Wetherspoon             4.6%                  3.7%
Petco Animal Supplies        4.3%                  2.5%
Minerals Technologies        3.5%                  5.0%
Wisconsin Central            3.4%                  2.3%
Trigen Energy                3.1%                  3.4%
Papa John's International    3.0%                  1.3%
Lone Star Steakhouse         2.2%                  1.0%

Top Five Industries     April 30, 1996      October 31, 1995

Telecommunications           17.2%                 11.8%
Restaurants and Food
  Services                   11.5%                  6.0%
Commercial Services           9.6%                  7.3%
Retail - Special Line         7.7%                  8.9%
Lodging                       6.7%                  7.3%

PORTFOLIO THEMES

    Wireless Communications. Strong demand for cellular and
paging services, in rural as well as urban areas, is driving
earnings at Paging Network, Arch Communications, CommNet
Cellular, PriCellular, and new holding 360 Degree Communications.


                               31



<PAGE>

The last three companies focus on rural communications and are
largely immunized from PCS (Personal Communications Systems)
competition by urban servicers, who must concentrate on areas
with greater population density.

    Business Services - Outsourcing. Contracting with outside
vendors to perform data processing and other specialized
functions is a booming business and cuts across a variety of
industries. First Data in credit card transaction processing,
Medaphis in accounting and billing functions, Accustaff in
personnel, and Trigen Energy in industrial power are all
beneficiaries of this trend. Profit Recovery Group, a new
addition, audits receivables and invoices to be sure companies
are receiving appropriate discounts and not otherwise overpaying
vendors. 

    Pharmaceuticals. New drug delivery systems can increase the
convenience and efficacy of existing compounds while reducing
side effects. This has proven especially true in certain cancer
protocols. Although we reduced our position in R.P. Scherer, we
have significant holdings in TheraTech, Matrix Pharmaceuticals,
DepoTech, and QLT Phototherapeutics.

    Diverse Retailers. J.D. Wetherspoon, General Nutrition
Companies, Petco, and Papa John's are well-managed niche
retailers. Papa John's delivers pizzas, and has distinguished
itself from the crowd by keeping the menu simple and the quality
consistent. The result: a loyal following and good repeat
business.

PORTFOLIO STRATEGY

    Although the rise in interest rates has introduced additional
volatility into the stock market, we are still finding exciting
individual companies that can grow their businesses at
exceptional rates and whose shares are selling at attractive
prices relative to their growth rates. However, if interest rates
go up significantly from here, it will raise our valuation
hurdles and we may become more defensive. Going forward, we
intend to monitor the interest rate picture closely. But our
major focus is on building the portfolio with companies that are
able to capitalize on attractive opportunities for growth.

    We appreciate your continued investment in Janus Enterprise
Fund.

    (1) A Mid Cap fund is defined by Lipper Analytical Services
as one which "limits its investments to companies with average
market capitalizations and/or revenues between $800 million and
the average market capitalization of the Wilshire 4500 Index."
This ranking is based on total return, including reinvestment of


                               32



<PAGE>

dividends and capital gains for the stated period. Past
performance is not predictive of future results.

JANUS ENTERPRISE FUND   Portfolio Manager, James P. Goff

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Enterprise Fund and the S&P 500 Index
and the S&P 400 MidCap Index.  Janus Enterprise Fund is
represented by a solid teal line.  The S&P 500 Index is
represented by a single dashed black line.  The S&P 400 MidCap
Index is represented by a dark grey dashed line.  The "y" axis
reflects the value of the investment.  The "x" axis reflects the
computation periods from inception, September 1, 1992, through
April 30, 1996.  The upper right quadrant reflects the ending
value of the hypothetical investment in Janus Enterprise Fund
($23,513) as compared to the S&P 500 Index ($17,422) and the S&P
400 MidCap Index ($17,834).  There is a legend in the upper left
quadrant of the graph which indicates Janus Enterprise Fund's
one-year and since inception (September 1, 1992) average annual
total returns as 45.68% and 26.26%, respectively.

*The Fund's inception date        Source - Lipper Analytical
Services, Inc. 1996. All returns reflect reinvested dividends.

    Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.

    The Fund's portfolio may differ significantly from the
securities in the index. The index is unmanaged and therefore
does not reflect the cost of portfolio management or trading.

                      JANUS ENTERPRISE FUND
                   April 30, 1996 (unaudited)


Shares or
Principal Amount                                  Market Value

Common Stock - 95.6%

Auto Parts - Replacement - 2.9%
    1,000,000   APS Holding Corp. - Class A*,#      $18,250,000

Commercial Services - 9.6%

      226,825   AccuStaff, Inc.*                      6,748,044



                               33



<PAGE>

      607,000   CUC International, Inc.*             19,955,125

       49,398   Grand Optical Photoservice            5,895,274

      171,643   Loewen Group, Inc.                    5,132,015

      200,000   Medaphis Corp.*                       9,225,000

       36,450   Omnicare, Inc.                        2,187,000

      409,400   Profit Recovery Group
                International, Inc. (The)*            8,136,825

      600,712   Rentokil Group PLC**                  3,475,952

                                                     60,755,235

Computers - Communications Equipment - 1.9%

      600,000   Black Box Corp.*                     12,000,000

Environmental Control - 0.9%

      179,650   Culligan Water Technologies, Inc.*    6,063,188

Insurance - Life - 0.8%

      154,225   Protective Life Corp.                 5,359,319

Leisure Time - 4.2%

      500,000   Family Golf Centers, Inc.*,#         14,250,000

       26,667   Fotolabo S.A.                        12,223,715

                                                     26,473,715

Lodging - 6.7%

      825,450   HFS, Inc.*                           42,407,494

Medical - Biotechnology - 1.6%

      400,000   DepoTech Corp.*                       9,800,000

Medical - Hospital Management Services - 0.5%

       91,850   HEALTHSOUTH Corp.*                    3,409,931





                               34



<PAGE>

Medical - Supplies - 0.9%

      237,375   Exogen, Inc.*                         2,077,031

      143,275   Sybron International Corp.*           3,617,694

                                                      5,694,725

Mining - 3.5%

      572,600   Minerals Technologies, Inc.          22,045,100

Miscellaneous - Distribution and Wholesale - 0.4%

       43,750   Cardinal Health, Inc.                 2,745,313

Miscellaneous - Manufacturing - 3.1%

    1,000,000   Trigen Energy Corp.#                 19,500,000

Packaging and Containers - 2.0%

      350,000   Sealed Air Corp.*                    12,381,250

Personal Credit - 1.3%

       63,100   ADVANTA Corp. - Class B               3,162,888

      500,000   World Acceptance Corp.*               4,937,500

                                                      8,100,388

Pharmaceuticals - 5.2%

      400,000   Matrix Pharmaceutical, Inc.*         10,400,000

      350,000   QLT Phototherapeutics, Inc.*          7,175,000

      650,000   TheraTech, Inc.*,#                   14,950,000

                                                     32,525,000

Real Estate - 5.4%

    1,536,700   Insignia Financial Group,
                Inc. - Class A*,#                    33,807,400







                               35



<PAGE>

Restaurants and Food Services - 11.5%

      330,000   Lone Star Steakhouse & Saloon, Inc.* 13,653,750

      380,825   Papa John's International, Inc.*     18,779,433

    2,143,103   PizzaExpress PLC**                   11,270,752

    2,172,841   Wetherspoon (J.D.) PLC+,#,**         28,977,152

                                                     72,681,087
Retail - Special Line - 7.7%

      525,950   General Nutrition
                Companies, Inc.*                     10,256,025

      200,650   Global DirectMail Corp.*              7,875,512

       16,100   MSC Industrial Direct Co.,
                Inc. - Class A*                         585,638

       76,100   O'Reilly Automotive, Inc.*            2,986,925

      945,175   Petco Animal Supplies, Inc.*,#       27,173,781

                                                     48,877,881

Services - Computer Processing and Data Preparation - 2.4%

      200,000   First Data Corp.                     15,200,000

Services - Information Retainment Services - 0.6%

      203,275   American Business Information, Inc.*  3,963,863

Telecommunications - 17.2%

      377,225   360 Degree Communications Co.*        8,864,787

      280,850   Arch Communications Group, Inc.*      6,670,187

      575,525   CommNet Cellular, Inc.*              18,992,325

      100,000   Millicom International
                Cellular S.A.*                        4,725,000

      200,000   Omnipoint Corp.*                      6,000,000

    2,000,000   Paging Network, Inc.*                47,000,000




                               36



<PAGE>

    1,250,000   PriCellular Corp. - Class A*,#       16,406,250

                                                    108,658,549

Transportation - Railroad - 3.4%

      254,175   Wisconsin Central
                Transportation Corp.*                21,477,788

Wholesale - Special Line - 1.9%

      500,000   Barnett, Inc.*                       11,750,000

Total Common Stock (cost $461,729,709)              603,927,226

Warrants - 1.4%

      303,550   Littelfuse, Inc. - exp. 12/27/01* 
                  (cost $4,579,749)                   9,030,612

U.S. Government Agency - 1.9%

                Federal Home Loan Mortgage Corp.
  $11,600,000     5.30%, 5/1/96 (amortized
                                 cost $11,600,000)   11,600,000

Total Investments - 98.9% (total cost
                           $477,909,458)            624,557,838

Cash, Receivables and Other Assets, net
of Liabilities - 1.1%                                 7,030,826

Net Assets - 100%                                  $631,588,664

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Canada                       0.8%                  $  5,132,015

France                       0.9%                     5,895,274

Switzerland                  2.0%                    12,223,715

United Kingdom               7.0%                    43,723,856







                               37



<PAGE>

United States+              89.3%                   557,582,978

Total                      100.0%                  $624,557,838

+Includes Short-Term Securities (87.4% excluding Short-Term
Securities)

                   FORWARD CURRENCY CONTRACTS
                     Open at April 30, 1996


Currency Sold and       Currency           Currency  Unrealized
Settlement Date         Units Sold  Value in $ U.S.        Gain

British Pound 7/15/96   4,597,000       $ 6,919,864    $ 72,936

British Pound 10/1/96   7,000,000        10,527,300     120,400

                                        $17,447,164    $193,336

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

PERFORMANCE REVIEW

    Janus Growth and Income Fund returned 15.74% for the first
half of our fiscal year ended April 30, outperforming the S&P 500
Index, which gained 13.76%. Both returns include reinvested
dividends.

    In the 12 months ended April 30, the Fund's total return
ranked 51st out of 479 funds (top 11%) in the Growth and Income
category of Lipper Analytical Services, the mutual fund rating
company.(1)

    Janus Growth and Income Fund beat the Index because a number
of our long standing positions performed well. Among our best
performers during the first half were pharmaceutical stocks and
financial holdings, specifically Citicorp, Federal Home Loan
Mortgage Corporation, Wells Fargo, and Chase Manhattan. The last
two made significant acquisitions. Our food and beverage stocks -
Coca-Cola, PepsiCo, and McDonald's - also appreciated. The
portfolio's overachiever was Fila, the Italian athletic footwear
and apparel manufacturer, which gained 58%.

    Though the portfolio is still configured fairly aggressively,
more toward growth than income, we are getting above-market
yields from American Express DECS, which may be converted into
First Data common stock, from Chase Manhattan and from Federal
National Mortgage Association.




                               38



<PAGE>

PORTFOLIO COMPOSITION

    At the end of April, the portfolio was 91.9% invested in
stocks, versus 94% when the year began. Our commitment to the
equities market reflects both our continuing confidence in stocks
and the many individual opportunities our research is uncovering.
The percentage of foreign stocks was basically unchanged, at 9.2%
of assets, and were still mostly European. The ten largest
holdings accounted for 31.5% of assets. Stocks in the portfolio
numbered 60.

Ten Largest Holdings         April 30, 1996      October 31, 1995

American Express DECS        4.1%                            5.2%
Wells Fargo                  3.9%                            1.1%
Microsoft                    3.1%                               -
Chase Manhattan              3.0%                               -
Merrill Lynch                3.0%                            2.9%
Citicorp                     3.0%                            3.0%
Monsanto                     2.9%                               -
Eli Lilly                    2.9%                               -
Cytec Industries             2.8%                               -
Cisco Systems                2.8%                               -

Top Five Industries          April 30, 1996      October 31, 1995

Pharmaceuticals              13.7%                          10.5%
Financial Services            9.2%                           8.3%
Chemicals                     8.3%                           0.9%
Financial - Bank Money
  Center                      6.3%                           5.9%
Telecommunications Equipment  4.1%                           2.2%

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

PORTFOLIO THEMES

    Pharmaceuticals. New addition Eli Lilly is testing treatments
for schizophrenia and acute cardiovascular disease. Once on the
market, these drugs could make Lilly one of the fastest-growing
multinational drug companies. Amgen's Epogen and Neupogen are
each billion dollar drugs that help the body increase red and
white blood cells. They are used primarily with cancer and
dialysis patients.




                               39



<PAGE>

    Financial Services. On April 1, Wells Fargo acquired First
Interstate, and Chemical Bank bought Chase Manhattan. (Although
Chemical Bank was the acquirer, it chose to retain the name Chase
Manhattan.) The new banks will implement dramatic cost savings
and unite complementary businesses. Chase Manhattan, for example,
will combine two strong branch systems: one in the suburbs and
surrounding counties of New York City, the other in Manhattan.
The cash flow generated by the mergers should allow both banks to
repurchase stock.

    Technology. We used the weakness in the technology sector to
build positions in several dominant network equipment and
software providers, where demand for systems and applications is
huge. Microsoft's new NT network operating system is rapidly
penetrating the networking market. Ascend Communications
manufactures networking equipment and Cisco Systems dominates the
market for equipment that allows large networks to communicate.
We sold Sun Microsystems, Texas Instruments, and Hewlett-Packard.

    Special Situations. Each of these companies has found unique
ways to increase earnings. Cytec is a specialty chemical
manufacturer that has undergone a significant cost restructuring
and is now experiencing major expansion in its operating and
profit margins. More predictable production cycles are allowing
Boeing to take advantage of international demand for commercial
aircraft in emerging markets such as China. Chemical giant
Monsanto is focusing on its more consistent agricultural
technology operations, and at Nike, international sales of
athletic shoes are growing at better than 40%, while sports
apparel sales in the U.S. are up more than 80%.

    Stock Repurchase. We continue to believe share repurchase
programs are the best means of returning value to shareholders.
Citicorp, Wells Fargo, Chase Manhattan, Merrill Lynch, and
PepsiCo have all announced significant programs.

CURRENT STRATEGY

    Despite the recent rise in interest rates, the overall
environment remains very positive for growth stocks. The economy
is growing at a moderate pace, inflation has been effectively
neutralized, and investors are searching for predictable earnings
streams. We will continue to build the portfolio around large,
stable, growth stocks. At present, dividend considerations remain
secondary.

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





                               40



<PAGE>

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

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Growth and Income Fund and the S&P
500 Index.  Janus Growth and Income Fund is represented by a
solid teal line.  The S&P 500 Index is represented by a single
dashed black line.  The "y" axis reflects the value of the
investment.  The "x" axis reflects the computation periods from
inception, May 15, 1991, through April 30, 1996.  The upper right
quadrant reflects the ending value of the hypothetical investment
in Janus Growth and Income Fund ($22,238) as compared to the S&P
500 Index ($20,366).  There is a legend in the upper left
quadrant of the graph which indicates Janus Growth and Income
Fund's one-year and since inception (May 15, 1991) average annual
total returns as 38.84% and 17.49%, respectively.

* The Fund's inception date  Source - Lipper Analytical Services,
Inc. 1996. All returns reflect reinvested dividends.

Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.

The Fund's portfolio may differ significantly from the securities
in the index. The index is unmanaged and therefore does not
reflect the cost of portfolio management or trading.

JANUS GROWTH AND INCOME FUND April 30, 1996 (unaudited)

Shares or
Principal Amount                                   Market Value

Common Stock - 86.1%

Aerospace and Defense - 2.6%

     250,350    Boeing Co.                          $20,559,994

Auto and Truck - 0.8%

      12,216    Porsche A.G.*,**                      6,681,997

Beverages - 4.1%

     200,000    Coca-Cola Co.                        16,300,000

     250,000    PepsiCo, Inc.                        15,875,000



                               41



<PAGE>

                                                     32,175,000

Biopharmaceuticals - 2.4%

     333,300    Amgen, Inc.*                         19,164,750

Business Credit - 0.3%

      48,400    First USA Paymentech, Inc.*           2,105,400

Chemicals - 8.3%

     269,475    Cytec Industries, Inc. *             22,332,741

      80,000    Hercules, Inc.                        4,840,000

     151,125    Monsanto Co.                         22,895,437

     400,575    Praxair, Inc.                        15,472,209

                                                     65,540,387

Commercial Services - 1.4%

     137,150    FlightSafety International, Inc.      7,594,681

      75,975    Medaphis Corp.*                       3,504,347

                                                     11,099,028

Computers - Communications Equipment - 1.3%

     166,700    Shiva Corp.*                          9,960,325

Computers - Peripheral Equipment - 2.8%

     425,200    Cisco Systems, Inc.*                 22,057,250

Electronics - 3.9%

     576,000    Affinity Technology Group*          $13,536,000

     160,450    Hewlett-Packard Co.                  16,987,644

                                                     30,523,644

Financial - Bank Commercial - 3.9%

     127,033    Wells Fargo & Co.                    30,821,382




                               42



<PAGE>

Financial - Bank Money Center - 6.3%

     345,750    Chase Manhattan Corp.                23,813,531

     300,000    Citicorp                             23,625,000

     175,800    HSBC Holdings PLC                     2,625,000

                                                     50,063,531

Financial - Savings/Loan/Thrift - 0.5%

     289,200    HFNC Financial Corp.*                 4,048,800

Financial - Security Broker - 3.0%

     392,950    Merrill Lynch & Co., Inc.            23,724,356

Financial Services - 5.1%

     217,475    Federal Home Loan Mortgage Co.       18,131,978

     593,400    Federal National Mortgage 
                Association                          18,172,875

      59,000    Student Loan Marketing Association    4,321,750

                                                     40,626,603

Holding Companies - Diversified - 1.7%

   1,462,000    Citic Pacific, Ltd.                   5,745,785

      86,975    Textron, Inc.                         7,458,106

                                                     13,203,891

Insurance - Life - 1.7%

     188,375    Aetna Life & Casualty Co.            13,421,719

Leisure Time - 1.4%

     242,750    Coleman Co., Inc.*                   11,136,156

Lodging - 1.8%

     274,000    HFS, Inc.*                           14,076,750





                               43



<PAGE>

Medical - Biotechnology - 0.4%

      63,350    Medtronic, Inc.                  $    3,365,469

Medical - Hospital Management Services - 1.9%

     230,000    MedPartners/Mullikin, Inc.*           6,641,250

     170,950    Oxford Health Plans, Inc.*            8,632,975

                                                     15,274,225

Office and Business Equipment - 0.9%

     148,700    Danka Business Systems PLC (ADR)      7,137,600

Pharmaceuticals - 11.7%

     111,250    Centocor, Inc.*                       4,450,000

     100,000    Elan Corp. PLC (ADR)*                 6,612,500

     383,900    Eli Lilly & Co.                      22,650,100

     150,000    Johnson & Johnson                    13,875,000

      67,950    Merck & Co., Inc.                     4,110,975

     282,675    Pfizer, Inc.                         19,469,241

       2,752    Roche Holding A.G.**                 21,611,001

                                                     92,778,817

Publishing - Newspaper - 0.6%

     138,100    Gartner Group, Inc. - Class A*        4,729,925

Restaurants and Food Services - 3.8%

     345,000    Lone Star Steakhouse & Saloon, Inc.* 14,274,375

     327,250    McDonald's Corp.                     15,667,094

                                                     29,941,469

Services - Computer Integrated Systems Design - 0.3%

      18,325    BDM International, Inc.*                852,112

      30,225    Parametric Technology Co.*            1,216,556


                               44



<PAGE>

                                                      2,068,668

Services - Prepackaged Software - 3.1%

     220,000    Microsoft Corp.*                     24,942,500

Shoes - 3.2%

     247,350    Fila Holdings S.p.A. (ADR)           16,881,637

      97,900    Nike, Inc. - Class B                  8,566,250

                                                     25,447,887

Telecommunications Equipment - 4.1%

     303,125    Ascend Communications, Inc.*         18,642,188

      50,000    Premisys Communications, Inc.*        2,187,500

      76,370    U.S. Robotics, Corp.*                11,951,905

                                                     32,781,593

Textiles - 0.9%

     116,500    Gucci Group N.V.*                     6,334,688

      16,450    Mossimo, Inc.*                          625,100

                                                      6,959,788

Transportation - Airlines - 1.9%

      81,900    AMR Corp.*                            7,309,575

      36,000    UAL Corp.*                            7,722,000

                                                     15,031,575

Total Common Stock (cost $566,207,631)              681,450,479

Preferred Stock - 5.8%

Financial - Savings/Loan/Thrift - 0.6%

     178,000    Fidelity Federal Bank, 12.00%, 
                Series A                              4,717,000

Financial Services - 4.1%



                               45



<PAGE>

     519,900    American Express Co. 
                Exchange Notes, 6.25%                32,428,763

Retail - Apparel - 0.2%

      30,000    Ann Taylor, 8.50%+                    1,515,000

Transportation - Airlines - 0.9%

     125,000    TWA, 8.00%+                           6,875,000

Total Preferred Stock (cost $31,785,575)             45,535,763

Corporate Bonds - 4.5%

Homebuilders - 1.5%

 $12,395,000    M.D.C. Holdings, Inc., 11.125%
                  senior notes, due 12/15/03     $   12,023,150

Pharmaceuticals - 2.0%

  15,000,000    Sandoz Capital, Ltd., 2.00%
                  bank guaranteed notes, 
                  due 10/6/02+                       16,012,500

Services - Hotels and Motels - 1.0%

   7,950,000    Trump Atlantic City Associates, 11.25%
                  first mortgage notes, due 5/1/06    8,109,000

Total Corporate Bonds (cost $31,772,104)             36,144,650

U.S. Government Agencies - 4.4%

                Federal Home Loan Mortgage Corp.:

  25,400,000      5.30%, 5/1/96                      25,400,000

  10,000,000      5.17%, 5/20/96                      9,972,714

Total U.S. Government Agencies 
(amortized cost $35,372,714)                         35,372,714

Total Investments - 100.8% 
(total cost $665,138,024)                           798,503,606

Liabilities, net of Cash, 
Receivables and Other Assets - (0.8%)               (6,570,428)

Net Assets - 100%                                  $791,933,178


                               46



<PAGE>

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Germany                      0.8%                  $  6,681,997

Hong Kong                    1.1%                     8,370,785

Ireland                      0.8%                     6,612,500

Italy                        2.9%                    23,216,325

Switzerland                  2.7%                    21,611,001

United Kingdom               0.9%                     7,137,600

United States+              90.8%                   724,873,398

Total                      100.0%                  $798,503,606


+Includes Short-Term Securities (86.4% excluding Short-Term
Securities)

                   FORWARD CURRENCY CONTRACTS
                     Open at April 30, 1996

Currency Sold and     Currency            Currency   Unrealized
Settlement Date       Units Sold   Value in $ U.S.         Gain

German Deutschemark
 7/5/96                 9,500,000      $ 6,227,875   $  422,923

Swiss Franc 7/11/96     1,000,000          809,782       34,898

Swiss Franc 8/8/96      5,256,100        4,268,740      270,206

Swiss Franc 8/22/96    11,125,000        9,048,394      484,156

                                       $20,354,791   $1,212,183


JANUS MERCURY FUND           Portfolio Manager, Warren B. Lammert

PERFORMANCE REVIEW

    Despite a significant rise in interest rates in 1996, stocks
marched forward, albeit somewhat more erratically than in 1995.
The S&P 500 Index gained 13.76% for the first half of our fiscal
year ended April 30. Janus Mercury Fund was up 17.27%, nicely


                               47



<PAGE>

outperforming the S&P Index. Both returns include reinvested
dividends. 

    For the 12 months ended April 30, Janus Mercury Fund was
ranked 75th out of 596 capital appreciation funds (top 13%)
tracked by Lipper Analytical Services, a mutual fund rating
company.(1)

    Stocks were able to advance in part due to record inflows
into mutual funds. But from a historical point of view, equities
appear somewhat expensive relative to bond prices and the obvious
signs of increased speculation visible in penny stocks and other
smaller issues are not encouraging.

    Despite our somewhat negative overview, the outlook from a
bottom-up perspective remains positive: valuations on the stocks
we own and analyze are still attractive. During the first six
months, a number of positions performed exceptionally well.
Itron, Ascend Communications, HFS, Kinnevik, and Alco Standard
appreciated 30% or more. Itron led the pack, gaining 100%. The
company makes an electronic device that reads utility meters from
a vehicle driving down the street. Cisco Systems, Amgen, and
Chase Manhattan also performed well.

    These stellar returns were instrumental in helping us
outperform the S&P Index. Results were reduced, however, by
declines in SAP, LSI Logic, and Intuit.

PORTFOLIO COMPOSITION

    As of April 30, the portfolio was 89.5% invested in equities,
slightly up from 87.4% when the year began. Foreign holdings
comprised approximately 16% of assets, down from 22.6% at the end
of October, 1995, with 13.1% invested in Europe. The ten largest
positions accounted for 34.4% of holdings.

Ten Largest Holdings         April 30, 1996      October 31, 1995

Eli Lilly                         6.3%                 1.3%
Wells Fargo                       4.7%                   -
Cisco Systems                     3.8%                   -
First Data Corp.                  3.1%                 2.3%
Centocor                          3.0%                   -
SAP AG                            3.0%                 4.3%
Analog Devices, Inc.              2.9%                 2.4%
HFS, Inc.                         2.6%                 3.7%
Kinnevik                          2.5%                 2.3%
Chase Manhattan                   2.5%                 2.6%





                               48



<PAGE>

Top Five Industries          April 30, 1996      October 31, 1995

Pharmaceuticals                   9.7%                 6.5%
Services - Computer Processing    6.0%                 7.7%
Lodging                           5.8%                 3.9%
Financial - Bank Commercial       4.9%                 1.9%
Services - Prepackaged 
  Software                        4.4%                 4.9%

PORTFOLIO THEMES

    Technology. Commercial networking equipment and applications
are driving profits at Ascend Communications, at Cisco Systems,
which is the dominant developer of equipment that allows large
networks to communicate, at Stratacom, which makes equipment for
ATM networks, and at America Online, the Internet access
provider. We also own a diverse array of software developers,
including SAP, Glenayre Technologies, Altera, PeopleSoft, and
Intuit, as well as semiconductor manufacturers Analog Devices and
LSI Logic (which was trimmed).

    Telecommunications. The demand for cellular and personal
communications systems is still very robust. We continue to focus
on service companies such as Paging Network, U.S. Satellite
Broadcasting, and CommNet Cellular in the U.S., with Kinnevik,
Millicom International, and Korean Mobile Telephone in overseas
markets. 

    Pharmaceuticals. Eli Lilly has a terrific product pipeline
that includes treatments for schizophrenia and acute
cardiovascular disease. As these drugs come to market, Lilly will
experience the fastest growth of the major world pharmaceutical
companies. Its new drug for acute cardiovascular disease is being
developed in conjunction with Centocor. 

    Financial Services. Wells Fargo acquired First Interstate on
April 1. The merger provides significant opportunities for cost
savings. Wells Fargo's excellent business network and small
business loan activity will be a productive use for First
Interstate's substantial and loyal consumer deposit base. We
expect Wells Fargo's excess cash to fund significant stock
repurchase over the next several years.

    Business Services - Outsourcing. The practice of outsourcing
selected operations to outside vendors continues to expand
globally. First Data, Alco Standard, Danka Business Systems, and
Cincinnati Bell offer a wide range of services to other
businesses. Danka and Alco Standard are taking advantage of the
growing outsourcing of copying services and the consolidation of
small printing and copying centers. Cincinnati Bell provides
billing services and telephone reps to Microsoft and other large


                               49



<PAGE>

customers and will handle AT&T's billing when it re-enters local
telephone markets.

    Special Situations. Hotel and real estate franchisor HFS has
developed many innovative cross-selling strategies that continue
to drive earnings. Pittway manufactures a broad product line of
security systems.

GOING FORWARD

    We will monitor interest rates closely, but our working
strategy remains to find compelling growth ideas and capitalize
on opportunities to add value to the Fund's performance.

    Thank your for your investment in Janus Mercury Fund.

(1) A Capital Appreciation Fund is defined by Lipper as one which
"aims at maximum capital appreciation, frequently by means of
100% or more portfolio turnover, leveraging, purchasing
unregistered securities, purchasing options, etc. The fund may
take large cash positions." This ranking is based on total
return, including reinvestment of dividends and capital gains for
the stated period. Past performance is not predictive of future
results.

JANUS MERCURY FUND           Portfolio Manager, Warren B. Lammert

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Mercury Fund and the S&P 500 Index.
Janus Mercury Fund is represented by a solid teal line.  The S&P
500 Index is represented by a single dashed black line.  The "y"
axis reflects the value of the investment.  The "x" axis reflects
the computation periods from inception, May 3, 1993, through
April 30, 1996.  The upper right quadrant reflects the ending
value of the hypothetical investment in Janus Mercury Fund
($20,786) as compared to the S&P 500 Index ($16,100).  There is a
legend in the upper left quadrant of the graph which indicates
Janus Mercury Fund's one-year and since inception (May 3, 1993)
average annual total returns as 37.25% and 27.62%, respectively.

*The Fund's inception dateSource - Lipper Analytical Services,
Inc. 1996. All returns reflect reinvested dividends.

Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.




                               50



<PAGE>

The Fund's portfolio may differ significantly from the securities
in the index. The index is unmanaged and therefore does not
reflect the cost of portfolio management or trading.

          JANUS MERCURY FUND April 30, 1996 (unaudited)

Shares or
Principal Amount                                   Market Value

Common Stock - 86.3%

Aerospace and Defense - 0.5%

     177,250    General Motors Corp. - Class H      $10,834,406

Biopharmaceuticals - 2.2%

     535,575    Amgen, Inc.*                         30,795,563

      24,000    Autoimmune, Inc.                        282,000

     178,700    Genzyme Corp.*                       10,051,875

     106,800    NeXstar Pharmaceuticals, Inc.*        2,616,600

                                                     43,746,038

Broadcasting, Radio and Television - 0.5%

     373,090    Central European Media 
                Enterprises, Ltd.                    10,679,701

Building Materials - 0%

      17,500    NCI Building Systems, Inc.*             634,375

Chemicals - 1.7%

     227,225    Grace (W.R.) & Co.                   17,609,937

       1,700    Hoechst A.G.**                          572,814

     359,875    Praxair, Inc.                        13,900,172

      71,375    Witco Corp.                           2,435,672

                                                     34,518,595






                               51



<PAGE>

Commercial Services - 0.5%

      47,000    AMRE, Inc.*                             881,250

     618,029    Rentokil Group Plc**                  3,576,223

      25,000    Rent-Way, Inc.*                         317,188

     104,917    Securitas A.B. - Class B**            6,023,055

                                                     10,797,716

Communication Services - 0%

      38,000    Lodgenet Entertainment Corp.*           508,250

Computers - 4.2%

     678,275    Dell Computer Corp.*                $31,115,866

     554,950    Gateway 2000, Inc.*                  19,353,881

     314,125    IBM Corp.                            33,768,438

                                                     84,238,185

Computers - Communications Equipment - 0.2%

      61,700    Shiva Corp.*                          3,686,575

Computers - Peripheral Equipment - 3.8%

   1,457,350    Cisco Systems, Inc.*                 75,600,031

Electrical Equipment - 0.1%

      24,825    FORE Systems, Inc.*                   1,961,175

Electronics - 3.7%

     112,975    Altera Corp.*                         5,959,431

     360,050    Itron, Inc.*                         21,152,938

     195,850    Macromedia, Inc.*                     7,381,097

     528,075    Pittway Corp. - Class A              25,215,581

     269,575    StrataCom, Inc.*                     14,017,900

                                                     73,726,947


                               52



<PAGE>

Electronics - Components and Accessories - 0.7%

     382,375    Sterling Commerce, Inc.*             13,383,125

Electronics - Semiconductors - 3.5%

   2,222,262    Analog Devices, Inc.*                57,223,247

     328,950    LSI Logic Corp.*                     11,842,200

                                                     69,065,447

Engineering and Construction - 0.7%

       5,460    Metra Oy - A**                          225,932

     344,869    Metra Oy - B**                       14,484,597

                                                     14,710,529

Environmental Control - 0%

      10,000    Culligan Water Technologies, Inc.* $    337,500

Financial - Bank Commercial - 4.9%

     164,534    Banca Popolare di Bergamo**           2,682,707

     388,491    Wells Fargo & Co.                    94,257,629

                                                     96,940,336

Financial - Bank Money Center - 3.2%

     118,575    Bank of New York Co., Inc.            5,750,888

     721,458    Chase Manhattan Corp.                49,690,420

   1,164,868    Skandinaviska Enskilda 
                Banken - Class A**                    8,744,869

                                                     64,186,177

Financial - Savings/Loan/Thrift - 0.3%

     310,700    Glendale Federal Bank FSB*            5,437,250







                               53



<PAGE>

Financial - Security Broker - 0.4%

   1,962,375    Grupo Financiero Inbursa S.A. 
                - Class C*                            7,653,527

Food Processing - 0.4%

     195,256    Cultor Oy - Series I**                8,281,604

Furniture and Home Appliances - 1.9%

   1,428,300    Singer Company N.V. (The)            36,957,263

Holding Company - Diversified - 2.5%

   1,291,706    Kinnevik A.B. - Class B**            50,101,498

Homebuilders - 0%

      14,875    D.R. Horton, Inc.                       148,750

Insurance - Life - 2.6%

     259,500    Compdent Corp.*                      11,482,875

      87,650    Sunamerica, Inc.                      4,776,925

     582,375    UNUM Corp.                           34,651,313

                                                     50,911,113

Leisure Time - 1.2%

      88,225    Coleman Co., Inc.*                    4,047,322

   1,275,850    International Game Technology        19,775,675

      30,800    Mikohn Gaming Corp.*                    169,400

                                                     23,992,397

Lodging - 5.8%

   1,475,175    Centocor, Inc.*                      59,007,000

   1,023,200    HFS, Inc.*                           52,566,900

       4,100    ITT Corp.*                              249,588

     123,325    La Quinta Inns, Inc.                  3,607,256



                               54



<PAGE>

      10,000    Renaissance Hotel Group N.V.*           190,000

                                                    115,620,744

Medical - Hospital Management Services - 3.3%

     105,350    ABR Information Services, Inc.*       6,584,375

     100,000    Express Scripts, Inc. - Class A*      4,950,000

     156,075    Healthsource, Inc.*                   5,326,059

      19,600    Laser Vision Centers, Inc.*             279,300

     438,850    MedPartners/Mullikin, Inc.*          12,671,794

      90,750    Oxford Health Plans, Inc.*            4,582,875

     372,550    PacifiCare Health Systems, 
                Inc. - Class B*                      31,247,631

                                                     65,642,034

Medical - Supplies - 1.0%

      28,550    Arrow International, Inc.             1,127,725

     130,375    Coherent, Inc.*                       6,991,359

     291,875    Respironics, Inc.*                    6,380,205

     159,750    Sofamor Danek Group, Inc.*            5,231,813

                                                     19,731,102

Mining - 0.9%

     186,879    Freeport McMoRan, Inc.                6,821,084

     148,125    Potash Corporation of 
                Saskatchewan, Inc.                   10,442,813

                                                     17,263,897

Miscellaneous - Distribution and Wholesale - 0.2%

      65,750    Amway Asia Pacific, Ltd.           $  1,964,281

      71,350    Grupo Casa Autrey S.A. de C.V. (ADR)  1,632,131

                                                      3,596,412


                               55



<PAGE>

Office and Business Equipment - 1.0%

     412,225    Danka Business Systems PLC (ADR)     19,786,800

Oil and Gas - Exploration - 0.4%

     154,050    Triton Energy Corp.*                  8,472,750

Personal Credit - 0.2%

      76,950    ADVANTA Corp. - Class B               3,857,119

Pharmaceuticals - 9.7%

      11,785    Ciba-Geigy Corp. A.G.**              13,580,944

   2,131,250    Eli Lilly & Co.                     125,743,750

      71,475    Jones Medical Industries, Inc.        3,734,569

      17,500    Pharmacia & Upjohn, Inc.                669,375

          51    Roche Holding A.G.**                    400,494

      10,206    Sandoz A.G. - Class R**              11,096,511

     590,330    SmithKline Beecham PLC - Class A**    6,267,009

     543,375    SmithKline Beecham PLC - 
                Class A (ADR)**                      29,342,250

       7,800    Warner-Lambert Co.                      871,650

      11,000    Watson Pharmaceuticals, Inc.*           522,500

                                                    192,229,052

Publishing and Printing - 0.4%

   1,006,825    Arnoldo Mondadori Editore S.p.A.**    8,412,510

Retail - Special Line - 0.7%

     309,000    Baby Superstore, Inc.*               14,059,500

Services - Amusement and Recreation - 0%

         525    Anchor Gaming*                           23,198

       9,400    Harrah's Entertainment, Inc.*           324,300



                               56



<PAGE>

                                                        347,498

Services - Computer Integrated Systems Design - 1.6%

     472,800    America Online, Inc.                 30,259,200

       8,075    BDM International, Inc.*                375,488

      62,050    Indus Group, Inc.*                    1,318,563

                                                     31,953,251

Services - Computer Processing and Data Preparation - 3.1%

     802,325    First Data Corp.                     60,976,700

Services - Computer Programming and Data Processing - 0.1%

      52,400    American Managment Systems, Inc.*     1,395,150

Services - Computer Programming Services - 0.8%

     330,325    Keane, Inc.*                         13,006,547

     123,850    Systemsoft Corp.*                     3,452,319

                                                     16,458,866

Services - Computer Rental and Leasing - 0.7%

     369,925    CIBER, Inc.*,#                       14,704,519

Services - Hotels and Motels - 0.1%

      16,000    Circus Circus Enterprises, Inc.*        588,000

      12,000    Mirage Resorts, Inc.*                   628,500

                                                      1,216,500

Services - Prepackaged Software - 4.4%

     134,700    Computer Associates 
                International, Inc.                   9,883,613

      72,500    Comshare, Inc.*                       1,740,000

     545,550    Informix Corp.*                      14,388,881

     218,950    Intuit, Inc.*                        11,385,400



                               57



<PAGE>

     131,100    Netscape Communications Corp.*        7,997,100

         403    NTT Data Communications 
                Systems Corp.**                      14,047,428

     197,050    PeopleSoft, Inc.*                    12,414,150

     160,500    Sterling Software, Inc.*             12,478,875

     162,775    Wonderware Corp.*                     3,662,438

                                                     87,997,885

Telecommunications - 3.3%

     147,848    Arch Communications Group, 
                Inc.*                                 3,511,407

     156,650    CommNet Cellular, Inc.*               5,169,450

     208,409    Korea Mobile Telecommunications, 
                Inc. (GDR)*,+                        11,879,313

      46,450    MFS Communications Co., Inc.*         1,611,234

     294,575    Millicom International Cellular S.A.*13,918,669

   1,277,825    Paging Network, Inc.*                30,028,888

                                                     66,118,961

Telecommunications Equipment - 3.1%

      75,125    Adtran, Inc.                          3,981,625

     336,725    Ascend Communications, Inc.*         20,708,588

     291,725    Glenayre Technologies, Inc.*         13,565,213

     207,075    PictureTel Corp.*                     7,040,550

      98,750    Premisys Communications, Inc.*        4,320,313

     293,825    United States Satellite 
                Broadcasting Co., Inc.*              10,063,506

      43,000    Westell Technologies, Inc. 
                - Class A*                            3,090,625

                                                     62,770,420



                               58



<PAGE>

Telephone and Telegraph Apparatus - 0.3%

      72,700    PairGain Technologies, Inc.*          6,942,850

Textiles - 1.0%

     376,325    Gucci Group N.V.                     20,462,672

Tobacco - 0.6%

   1,032,000    PT Hanjaya Mandala Sampoerna*        11,414,948

Transportation - Airlines - 0.4%

      79,350    AMR Corp.*                            7,081,988

Transportion - Railroad - 0.5%

     126,075    Wisconsin Central Transportation 
                Corp.*                               10,653,338

Utilities - Telecommunications - 0.9%

     339,200    Cincinnati Bell, Inc.                16,705,600

      16,000    Frontier Corp.                          506,000

      25,000    MCI Communications Corp.                735,938

                                                     17,947,538

Wholesale - Special Line - 2.1%

     717,575    Alco Standard Corp.                  41,529,653

Total Common Stock (cost $1,480,093,898)          1,721,683,167

Preferred Stock - 3.2%

Auto and Truck - 0.2%

       8,702    Porsche A.G.*,**                      4,759,883

Services - Computer Processing and Data Preparation - 3.0%

     446,846    SAP A.G.**                           59,367,267

Total Preferred Stock (cost $56,137,813)             64,127,150





                               59



<PAGE>

U.S. Government Agencies - 8.8%

                Federal Home Loan Bank System:

 $50,000,000      5.21%, 5/3/96                      49,985,528

  25,000,000      5.15%, 5/8/96                      24,974,965

  50,000,000      5.18%, 5/22/96                     49,848,917

                Federal Home Loan Mortgage Corp.

  50,000,000      5.17%, 5/31/96                     49,784,583

Total U.S. Government Agencies 
  (amortized cost $174,593,993)                     174,593,993

Short-Term Corporate Notes - 3.0%

                General Electric Capital Corp.
  59,100,000      5.30%, 5/1/96                      59,100,000
                  (amortized cost $59,100,000)

Total Investments - 101.3% 
(total cost $1,769,925,704)                       2,019,504,310

Liabilities, net of Cash, Receivables 
and Other Assets - (1.3%)                          (25,847,689)

Net Assets - 100%                                $1,993,656,621

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Canada                      0.5%                 $   10,442,812

Finland                     1.1%                     22,992,138

Germany                     3.2%                     64,699,965

Indonesia                   0.6%                     11,414,948

Italy                       0.5%                     11,095,218

Japan                       0.7%                     14,047,428

Korea                       0.6%                     11,879,313

Mexico                      0.5%                      9,285,658


                               60



<PAGE>

Netherlands                 1.0%                     20,462,672

Sweden                      3.2%                     64,869,423

Switzerland                 1.2%                     25,077,952

United Kingdom              2.9%                     58,972,282

United States+             84.0%                  1,694,264,501

Total                     100.0%                 $2,019,504,310


+Includes Short-Term Securities (72.2% excluding Short-Term
Securities)

                   FORWARD CURRENCY CONTRACTS
                     Open at April 30, 1996

                                          Currency
Currency Sold and           Currency       Value       Unrealized
Settlement Date            Units Sold     in $ U.S.    Gain/(Loss)

British Pound 6/28/96       3,048,000   $  4,589,374  $   45,171

British Pound 10/1/96       8,500,000     12,783,150     146,200

Finnish Markka 6/28/96     10,992,000      2,277,616     111,690

Finnish Markka 7/15/96     11,057,000      2,293,127     270,458

Finnish Markka 7/25/96     47,900,000      9,939,203     668,821

Finnish Markka 10/22/96     6,000,000      1,250,156      16,201

German Deutschemark
 6/13/96                   26,000,000     17,020,162   1,100,733

German Deutschemark
 6/28/96                   13,185,000      8,639,670     318,513

German Deutschemark
 7/15/96                    7,283,000      4,777,617     344,402

German Deutschemark
 8/8/96                     7,292,000      4,791,379     195,968

German Deutschemark
 8/12/96                    9,630,000      6,329,280     245,445

German Deutschemark


                               61



<PAGE>

 10/22/96                   3,000,000      1,981,375      17,293

Italian Lira 8/9/96    11,600,000,000      7,358,240    (144,758)

Japanese Yen 5/23/96      375,000,000      3,570,184      14,097

Japanese Yen 9/12/96      415,000,000      3,951,594      78,314

Japanese Yen 10/1/96      250,000,000      2,380,540      30,842

Japanese Yen 10/22/96     250,000,000      2,380,606      18,627

Swedish Krona 5/23/96      90,972,000     13,360,160    (469,130)

Swedish Krona 7/15/96      13,665,000      2,005,106      47,929

Swedish Krona 8/22/96     207,000,000     30,361,255    (233,320)

Swiss Franc 9/12/96        18,100,000     14,753,831     639,288

Swiss Franc 10/1/96         4,500,000      3,675,570     175,521

                                        $160,469,195  $3,638,305


JANUS OLYMPUS FUND      Portfolio Manager, Scott W. Schoelzel

PERFORMANCE REVIEW

    I would like to take this opportunity to thank shareholders
for their initial confidence and support. Janus Olympus Fund has
gotten off to a good start in its first four months, gaining
24.25%, well ahead of the S&P 500 Index, which was up 5.37% for
the same period (all returns include reinvested dividends). While
we have enjoyed some modest success in these first four months, I
sincerely believe that truly superior returns are garnered in the
third or fourth year of an investment, and would encourage you to
view your investment in Janus Olympus Fund with at least this
time horizon in mind.

    The Fund's focus is on identifying individual companies that
are creating truly outstanding goods and services, products that
are "in sync" with the changing economic, social, and demographic
landscapes both here in the U.S. as well as around the world.

    But no matter how bright the prospects of an individual
company may appear, its ultimate success relies heavily on the
management team. Therefore, one of the key ingredients we look
for in any investment is a truly outstanding management team. We
tend to sleep better at night knowing that management possesses



                               62



<PAGE>

the honesty, integrity, work ethic, and financial incentives that
are aligned with our interests as shareholders.

    While the foundation of our investment approach will always
be based on stock-by-stock, bottom-up analysis, I believe that in
order to be truly successful, you must develop a view with
respect to the overall investment landscape. At this point in
time, my view is that the areas offering the most fertile grounds
for investment generally include the fields of
telecommunications, health care (both services and devices),
pharmaceuticals, biotechnology, financial services, technology,
and some of the more specialized retailers. Thus far we are
finding many companies that are consistent with our view and
investment objectives. Microsoft, Ascend Communications, Oxford
Health Plans, Nike, and HFS (formerly Hospitality Franchise
Systems) all contributed to the initial success of the Fund and
we will continue to look for companies with their outstanding
qualities.

COMPOSITION OF THE PORTFOLIO

    As of April 30, Janus Olympus Fund was 66% invested in
equities. This lower rate of investment reflects both the influx
of new monies and our commitment to purchasing stocks at values
we feel are attractive. Occasionally, our price sensitivity and
selectivity will result in somewhat higher cash positions.

Ten Largest Holdings                               April 30, 1996

Microsoft                                                    4.8%
Oxford Health Plans                                          4.1%
Nike                                                         3.0%
America Online                                               3.0%
Netscape                                                     2.9%
HBO & Co.                                                    2.7%
Sapient Corp.                                                2.5%
Eli Lilly                                                    2.4%
Jones Medical Industries                                     2.0%
Pfizer                                                       1.9%

Top Five Industries                                April 30, 1996

Services - Prepackaged Software                             13.7%
Pharmaceuticals                                              6.3%
Medical - Hospital Management Services                       5.0%
Telecommunications Equipment                                 4.7%
Services - Computer Integrated Systems                       4.6%






                               63



<PAGE>

PORTFOLIO THEMES

    Technology. The whole networking phenomenon, including online
services and the Inter- and Intranets have provided a number of
investment opportunities. The growth in these markets is
explosive. One beneficiary is Microsoft, whose Windows NT network
operating system is gaining momentum in the corporate
marketplace. Cisco Systems, Ascend Communications, Xylan, and
Shiva Corporation all make high-speed network switching and/or
network access devices which are used in building computer
networks. HNC Software, PeopleSoft, i2 Technologies, Citrix
Systems, and HBO & Company are developing innovative software
applications and services.

    Health Care, Medical Equipment, and Pharmaceuticals. Managed
care, drugs, and advances in medical equipment can often provide
the most cost-effective treatment of widespread, often critical,
illnesses. The pipeline at Eli Lilly contains a number of
exciting products, including indications for schizophrenia and
acute heart disease. Jones Medical is a fast-growing, second-tier
drug manufacturer and distributor, and Oxford Health Plans is the
leading HMO serving the New York area, with an excellent
management team.

    Specialty Retailers. Nike has become the dominant designer
and manufacturer of athletic footwear and apparel, with a
worldwide franchise that is growing more powerful every year.
Shoe and accessories designer Gucci is back on track after new
management and a new design team revamped the product line and
the business model and refocused the company on high-end, higher-
margin markets.

STRATEGY GOING FORWARD

    Again, I would like to thank shareholders for their
investment in the Janus Olympus Fund. I am excited about the
prospects of our holdings and believe the Fund is on its way to
being well positioned to capitalize on the opportunities I see
ahead.

JANUS OLYMPUS FUND      Portfolio Manager, Scott W. Schoelzel

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Olympus Fund and the S&P 500 Index.
Janus Olympus Fund is represented by a solid teal line.  The S&P
500 Index is represented by a single dashed black line.  The "y"
axis reflects the value of the investment.  The "x" axis reflects
the computation periods from inception, December 29, 1995,
through April 30, 1996.  The upper right quadrant reflects the


                               64



<PAGE>

ending value of the hypothetical investment in Janus Olympus Fund
($12,425) as compared to the S&P 500 Index ($10,692).  There is a
legend in the upper left quadrant of the graph which indicates
Janus Olympus Fund's since inception (December 29, 1995) [average
annual total returns] as 24.25%.

*The Fund's inception date Source - Lipper Analytical Services,
Inc. 1996. All returns reflect reinvested dividends.

Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.

The Fund's portfolio may differ significantly from the securities
in the index. The index is unmanaged and therefore does not
reflect the cost of portfolio management or trading.

          JANUS OLYMPUS FUND April 30, 1996 (unaudited)

Shares or
Principal Amount                                   Market Value

Common Stock - 66.0%

Commercial Services - 1.7%

      50,000    Employee Solutions, Inc.*           $ 1,937,500

      34,400    Pharmaceutical Product 
                Development, Inc.*                    1,453,400

      87,500    Rent-Way, Inc.*                       1,110,156

                                                      4,501,056

Computers - 2.7%

      60,000    HBO & Co.                             7,125,000

Computers - Communications Equipment - 2.2%

      55,200    Shiva Corp.*                          3,298,200

      36,500    Xylan Corp.*                          2,338,281

                                                      5,636,481

Computers - Peripheral Equipment - 1.4%

      70,000    Cisco Systems, Inc.*                  3,631,250


                               65



<PAGE>

Electronics - 0.7%

      52,500    Gemstar International Group, Ltd.*    1,739,063

Electronics - Components and Accessories - 1.0%

      56,500    Sterling Commerce, Inc.*              1,977,500

      20,000    VideoServer, Inc.*                      670,000

                                                      2,647,500

Financial - Bank Commercial - 1.9%

      20,000    Wells Fargo & Co.                     4,852,500

Financial - Bank Money Center - 1.2%

      40,225    Citicorp                              3,167,719

Lodging - 1.1%

      55,000    HFS, Inc.*                            2,825,625

Medical - Biotechnology - 2.0%

      68,525    Arterial Vascular 
                Engineering, Inc.*                  $ 3,015,100

      10,000    ESC Medical Systems, Ltd.*              440,000

     105,000    Integra Lifesciences Corp.*           1,338,750

      24,100    KeraVision, Inc.*                       382,587

                                                      5,176,437

Medical - Hospital Management Services - 5.0%

     210,000    Oxford Health Plans, Inc.*           10,605,000

      50,000    PhyCor, Inc.*                         2,462,500

                                                     13,067,500

Medical - Supplies - 1.8%

     125,000    U.S. Surgical Corp.                   4,625,000

Office and Business Equipment - 1.0%



                               66



<PAGE>

      52,075    Danka Business Systems PLC (ADR)      2,499,600

Pharmaceuticals - 6.3%

     105,000    Eli Lilly & Co.                       6,195,000

     100,000    Jones Medical Industries, Inc.        5,225,000

      72,425    Pfizer, Inc.                          4,988,272

                                                     16,408,272

Restaurants and Food Services - 0.7%

      24,750    Planet Hollywood 
                International, Inc. - Class A*          628,031

      33,175    Rainforest Cafe, Inc.*                1,227,475

                                                      1,855,506

Retail - Special Line - 0.3%

      14,400    Baby Superstore, Inc.*                  655,200

Services - Business Services - 2.6%

     120,500    Sapient Corp.*                        6,356,375

      20,000    Transition Systems, Inc.*               485,000

                                                      6,841,375

Services - Computer Integrated Systems Design - 4.6%

     120,000    America Online, Inc.*            $    7,680,000

       9,300    Forte Software, Inc.*                   574,275

      70,300    Imnet Systems, Inc.*                  2,319,900

      25,000    Red Brick Systems, Inc.*              1,481,250

                                                     12,055,425

Services - Computer Programming Services - 1.0%

      27,200    Documentum, Inc.*                     1,251,200

      40,000    Renaissance Solutions, Inc.*          1,320,000



                               67



<PAGE>

                                                      2,571,200

Services - Computer Related Services - 2.1%

      45,500    Citrix Systems, Inc.*                 3,549,000

      56,500    Verity, Inc.*                         1,942,188

                                                      5,491,188

Services - Prepackaged Software - 13.7%

     100,000    HNC Software, Inc.*                   3,725,000

      65,000    Intuit, Inc.*                         3,380,000

      65,000    i2 Technologies, Inc.*                2,648,750

     110,000    Microsoft Corp.*                     12,471,250

     121,275    Netscape Communications Corp.*        7,397,775

      50,000    PeopleSoft, Inc.*                     3,150,000

      15,000    Remedy Corp.*                         1,177,500

      30,000    Transaction Systems 
                Architects, Inc. - Class A*           1,605,000

                                                     35,555,275

Shoes - 3.0%

      90,000    Nike, Inc. - Class B                  7,875,000

Telecommunications - 0.8%

      50,000    QUALCOMM, Inc.*                       1,937,500

Telecommunications Equipment - 4.7%

      67,000    Ascend Communications, Inc.*          4,120,500

      20,000    Cascade Communications Corp.*         2,005,000

      90,000    Glenayre Technologies, Inc.*          4,185,000

      54,275    United States Satellite 
                Broadcasting Co., Inc.*               1,858,919

                                                     12,169,419


                               68



<PAGE>

Telephone and Telegraph Apparatus - 1.1%

      30,000    PairGain Technologies, Inc.*     $    2,865,000

Textiles - 1.4%

      65,675    Gucci Group N.V.*                     3,571,078

Total Common Stock (cost $136,739,406)              171,346,169

U.S. Government Agencies - 27.0%

                Federal Home Loan Bank System

 $50,000,000      5.30%, 5/1/96                      50,000,000

                Federal Home Loan Mortgage Corp.:

  15,000,000      5.15%, 5/13/96                     14,974,250

   5,000,000      5.17%, 5/31/96                      4,978,458

Total U.S. Government Agencies 
(amortized cost $69,952,708)                         69,952,708

Total Investments - 93.0% 
(total cost $206,692,114)                           241,298,877

Cash, Receivables and Other Assets, 
net of Liabilities - 7.0%                            18,145,721

Net Assets - 100%                                  $259,444,598

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Italy             1.5%                             $  3,571,078

United Kingdom    1.0%                                2,499,600

United States+   97.5%                              235,228,199

Total           100.0%                             $241,298,877


+Includes Short-Term Securities (70.5% excluding Short-Term
Securities)




                               69



<PAGE>

JANUS OVERSEAS FUND        Portfolio Manager, Helen Young Hayes

PERFORMANCE REVIEW

Overseas markets were strong during the first half of our
fiscal year ended April 30, 1996. Janus Overseas Fund generated
good returns, gaining 19.38%, compared to a gain of 13.21% for
the Morgan Stanley EAFE Index (MSCI EAFE). (EAFE stands for
Europe, Australasia and the Far East.) Both returns are with
net dividends reinvested.(1)

For the 12 months ended April 30, the Fund's total return
ranked 2nd out of 281 international funds tracked by Lipper
Analytical Services, a mutual fund rating company.(2)

Good stock selection helped Janus Overseas Fund outperform the
EAFE Index. A diverse group of companies, both in terms of
industries and geographical regions, produced exceptional
results. Assa-Abloy, Kinnevik, Securitas, Nutricia, Millicom
International, WM Data, Getronics, Frontec, and Sandoz all
appreciated 30% or more. Frontec was the star achiever, up 86%.

In the loss column, SAP was weak, as were Japanese stocks
Kyocera, Hitachi, and DDI Corp. Huhtamaki, a Finnish food
producer, also declined.

Foreign Markets. The strength in overseas stocks was largely
the result of improving business conditions. Growth has been
relatively slow in many Far Eastern countries, where efforts to
reign in inflation and a continuing Japanese recession took
their toll. Latin American economies also remained weak, though
there were scattered signs of an economic revival, to which
Latin markets responded. In Europe, Germany was still sluggish.
Lower interest rates are fueling European markets.

PORTFOLIO COMPOSITION

Janus Overseas Fund was approximately 92.3% invested in
equities at the end of April, with 65.3% of assets in Europe
and 23.6% in the Pacific Rim. Only 4.6% of the portfolio was
invested in the U.S. The five countries where we have the
largest investments totaled 51.1% of assets, and our ten
largest positions made up 22.5%, reflecting the portfolio's
broad diversification.

Ten Largest Holdings         April 30, 1996      October 31, 1995

Assa-Abloy AB                     2.8%                 0.6%
Kinnevik                          2.7%                 2.6%
Roche Holdings                    2.6%                 2.3%
Securitas                         2.5%                 2.1%


                               70



<PAGE>

NTT Data Communications           2.2%                 2.1%
Hoechst AG                        2.2%                   -
Adidas                            2.2%                   -
SAP AG                            1.8%                 3.0%
Nutricia                          1.8%                 0.4%
Millicom International            1.7%                 1.8%

(1) Net dividends reinvested are the dividends net of foreign tax
obligations. Such obligations vary from country to country.

(2) An International Fund is defined by Lipper Analytical
Services as one "which invests its assets in securities whose
primary trading markets are outside the United States." This
ranking is based on total return, including reinvestment of
dividends and capital gains for the stated period. Past
performance is not predictive of future results.

Top Five Industries          April 30, 1996      October 31, 1995

Pharmaceuticals                   9.8%                 9.0%
Commercial Services               8.5%                 5.2%
Holding Cos. - Diversified        5.0%                 4.5%
Miscellaneous - 
  Manufacturing                   4.5%                 2.0%
Services - Prepackaged 
  Software                        3.9%                 5.2%

PORTFOLIO THEMES

    Pharmaceuticals. We own a diverse group of drug developers in
order to take advantage of the many new exciting compounds
currently being tested. In Europe, we own SmithKline Beecham and
Roche. The merger of Sandoz and Ciba-Geigy should result in
substantial cost savings. Astra was trimmed. In the U.S., Eli
Lilly is testing new treatments for schizophrenia and acute
cardiovascular disease.

    Information Technology. This encompasses a wide range of
technology and software companies that are capitalizing on the
automation of corporate infrastructure. Longtime holding SAP and
JBA Holdings have fully integrated business software applications
packages. Getronics, WM Data, and Frontec are software consulting
firms that design and implement networks and other systems.

    Telecommunications. Cellular services is an underpenetrated
market worldwide. We sold DDI, the Japanese long-distance
provider, but still own Kinnevik, Millicom International,
Telefonica del Peru, Phillipine Long Distance, and Telekomunikasi
Indonesia, among others.




                               71



<PAGE>

    Outsourcing. Farming out complex functions to outside vendors
continues to expand as a business practice because it is cost-
effective. In Japan, NTT Data Communications provides large data
processing networks. Securitas in Sweden has captured the high
end of the security personnel market. Rentokil has built a large,
profitable business by supplying prosaic services such as plant
maintenance, pest control, and hygiene services. 

    Special Situations. These stocks have individual catalysts
driving their earnings. Assa-Abloy is a Swedish maker of high-
and low-tech security devices. SGL Carbon makes graphite
electrodes for the steel industry. Nutricia, a Dutch maker of
infant formula, is growing via shrewd acquisitions. German
conglomerate Hoechst has given management performance incentives
and is focused on its higher-margin business. New management at
Adidas, a German athletic footwear and apparel manufacturer, is
recapturing market share.

INTERNATIONAL STRATEGY

    Foreign markets and economies continue to expand and generate
good returns. Currently we are finding many interesting growth
ideas overseas as markets in both mature and emerging economies
become more sophisticated and less regulated. 

    Thank you for your continued investment in Janus Overseas
Fund.

JANUS OVERSEAS FUND          Portfolio Manager, Helen Young Hayes

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Overseas Fund and the MSCI EAFE Net
Index.  Janus Overseas Fund is represented by a solid teal line.
The MSCI EAFE Net Index is represented by a single dashed black
line.  The "y" axis reflects the value of the investment.  The
"x" axis reflects the computation periods from inception, May 2,
1994, through April 30, 1996.  The upper right quadrant reflects
the ending value of the hypothetical investment in Janus Overseas
Fund ($13,824) as compared to the MSCI EAFE Net Index ($11,716).
There is a legend in the upper left quadrant of the graph which
indicates Janus Overseas Fund's one-year and since inception
(May 2, 1994) average annual total returns as 35.53% and 17.58%,
respectively.

*The Fund's inception date        Source - Lipper Analytical
Services, Inc. 1996. All returns reflect reinvested dividends.

Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that


                               72



<PAGE>

shares, when redeemed, may be worth more or less than their
original cost.

The Fund's portfolio may differ significantly from the securities
in the index. The index is unmanaged and therefore does not
reflect the cost of portfolio management or trading.

         JANUS OVERSEAS FUND April 30, 1996 (unaudited)

Shares or
Principal Amount                                   Market Value

Common Stock - 88.8%

Advertising - 1.3%

   1,185,419    WPP Group PLC**                     $ 3,635,136

Aerospace and Defense - 1.0%

      15,575    Boeing Co.                            1,279,097

     196,000    Mitsubishi Heavy Industries, Ltd.**   1,743,467

                                                      3,022,564

Agriculture - 1.0%

   2,506,835    Parmalat Finanziaria S.p.A.           2,761,718

Auto and Truck - 3.2%

      27,900    Bajaj Auto, Ltd. (GDR)+                 997,425

     195,000    Honda Motor Co.**                     4,438,571

     202,000    Isuzu Motors, Ltd.**                  1,152,362

      17,205    Mahindra & Mahindra (GDR)*              180,653

      51,850    Tata Engineering & Locomotive 
                Co., Ltd.                               933,300

      70,525    Tata Engineering & Locomotive 
                Co., Ltd. (GDR)+                      1,269,450

      21,000    Yamaha Motor Co., Ltd.**                228,000

                                                      9,199,761




                               73



<PAGE>

Broadcasting, Radio and Television - 0.8%

      34,219    Central European Media 
                Enterprises, Ltd.                       979,519

      47,650    Grupo Televisa S.A. de C.V. (GDR)     1,477,150

                                                      2,456,669

Building Materials - 0.9%

      36,372    Hunter Douglas N.V.                   2,297,403

     118,500    PT Semen Cibinong                       351,224

                                                      2,648,627

Chemicals - 2.8%

      18,849    Hoechst A.G.**                      $ 6,351,159

      18,549    SGL Carbon A.G.+,**                   1,751,621

                                                      8,102,780

Commercial Services - 8.5%

       3,252    Adia S.A.**                             711,334

     106,227    Frontec A.B. - Class B*,**            4,769,152

      24,671    Grand Optical Photoservice**          2,944,295

     157,902    Hays PLC**                            1,021,958

       2,211    Prosegur Companhia de Seguridad S.A.     80,627

       8,330    Randstad Holdings N.V.                  533,937

     478,681    Rentokil Group PLC**                  2,769,773

     124,527    Securitas A.B. - Class B**            7,148,823

      96,146    WM-Data A.B. - Class B**              4,826,052

                                                     24,805,951







                               74



<PAGE>

Computers - 1.8%

     423,530    Misys PLC**                           5,262,102

Cosmetics and Personal Care - 0.1%

     103,341    London International Group PLC**        219,572

Electronics - 2.7%

      63,850    Lernout & Hauspie Speech 
                Products N.V.*                        2,665,738

     175,000    Omron Corp.**                         3,933,333

      21,500    Sony Corp.**                          1,392,381

                                                      7,991,452

Electronics - Semiconductors - 0.5%

      21,000    Rohm Co.**                            1,332,000

Engineering and Construction - 0%

      30,200    New World Infrastructure, Ltd.*,+        67,153

Financial - Bank Commercial - 1.9%

     487,475    Banca Popolare di Milano*             2,238,404

      13,000    Dai-Ichi Kangyo Bank, Ltd.**            263,714

      49,142    Fokus Bank A.S.+                        264,993

      88,800    HSBC Holdings PLC                     1,325,939

       9,000    Mitsui Trust and Banking Co., Ltd.**    108,000

      20,990    Nordbanken A.B.*,**                     358,407

      11,000    Sumitomo Trust and Banking Co., Ltd.**  160,286

       3,900    Wells Fargo & Co.                       946,238

                                                      5,665,981







                               75



<PAGE>

Financial - Bank Money Center - 1.0%

      26,185    Corporacion Bancaria de Espana S.A.   1,059,830

     207,808    Skandinaviska Enskilda Banken 
                - Class A**                           1,560,051

       9,220    Unidanmark A/S - Class A*               411,098

                                                      3,030,979

Financial - Savings/Loan/Thrift - 0.4%

     240,034    Lloyds TSB Group PLC**                1,152,038

      10,029    Sparbanken Sverige A.B. - Class A**     112,934

                                                      1,264,972

Food Processing - 1.8%

      48,747    Nutricia Vereenigde Bedrijven N.V.    5,210,494

Forest Production and Paper - 0.1%

     137,504    Rottneros Bruks A.B.**                  159,900

Hand Machine - Tools- 0.3%

     234,000    Gildemeister Italiana S.p.A.*           853,566

Holding Companies - Diversified - 5.0%

     173,925    C.G. Smith, Ltd.                      1,028,196

     510,000    First Pacific Co.                       679,103

      72,375    Grupo Carso S.A. de C.V. - Series A1*   553,801

     202,154    Kinnevik - Class B**                  7,840,963

     171,943    Lagardere Groupe**                    4,612,862

                                                     14,714,925

Household Products - 0.5%

      27,800    Amway Japan, Ltd.**                   1,427,067





                               76



<PAGE>

Investment Companies - Closed-End - 0%

      11,900    NIS Regional Fund*,+                    101,150

Investment Companies - Open-End - 0.1%

     251,659    Istituto Nazionale delle Assicurazioni  386,535

Iron and Steel - 0.9%

      21,784    Boehler - Uddeholm A.G.*,+            1,777,584

     106,000    Kobe Steel, Ltd.*,**                    328,095

     114,000    NKK Corp.*,**                           356,114

       6,211    SSAB Svenskt Stal A.B. - Class A**       76,340

                                                      2,538,133

Leisure Time - 0.6%

       3,343    Fotolabo S.A.**                       1,532,376

      10,968    Tabcorp Holdings, Ltd.                   45,490

                                                      1,577,866

Lodging - 1.4%

      19,800    East India Hotels, Ltd.*,+              579,150

      39,050    HFS, Inc.*                            2,006,194

       8,544    Indian Hotels Co., Ltd. (GDS)+          252,048

     869,000    Mandarin Oriental 
                International, Ltd.                   1,233,980

                                                      4,071,372

Machine - Construction and Mining - 0.3%

      16,275    Quimica Minera Chile S.A. (ADR)*        870,713

Machine - Diversified - 0.6%

      36,099    Althin Medical A.B. - Class B**         749,240

      19,633    Rauma Oy**                              357,458



                               77



<PAGE>

       2,556    Sidel S.A.**                            608,172

                                                      1,714,870

Medical - Supplies - 2.1%

      18,225    De Rigo S.p.A. (ADR)*                   560,419

      45,350    Getinge Industrier A.B. - Class B**   2,383,153

      66,895    Hafslund Nycomed A.S. - Class A       1,966,661

      80,043    Nobelpharma A.B.+,**                  1,272,487

                                                      6,182,720

Metals - Diversified - 0.5%

      40,021    Hoganas A.B. - Class B**              1,325,491

Mining - 0.2%

      21,950    Petroleum Geo - Services A/S (ADR)*     694,169

Miscellaneous - Distribution and Wholesale - 0.3%

         325    Amway Asia Pacific, Ltd.                  9,709

      32,325    Grupo Casa Autrey S.A. de C.V. (ADR)    739,434

                                                        749,143

Miscellaneous - Manufacturing - 4.5%

     713,781    Assa-Abloy A.B. - Class B**           8,090,253

      20,708    Barco N.V.                            3,298,794

       8,312    Orkla A/S - Class A                     406,433

       1,839    Sulzer A.G.**                         1,239,310

                                                     13,034,790

Office and Business Equipment - 2.0%

     206,000    Canon, Inc.**                         4,080,762

      19,250    Oce-Van Der Grinten N.V.              1,769,921

                                                      5,850,683


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<PAGE>

Oil and Gas - Domestic - 1.5%

     192,675    YPF Sociedad Anonima S.A. (ADR)       4,214,766

Pharmaceuticals - 9.8%

      15,065    Astra A.B. - Class A**                  668,595

       2,720    Ciba-Geigy Corp. A.G.**               3,134,507

     153,150    Eisai Co., Ltd.**                     3,019,243

      49,900    Eli Lilly & Co.                       2,944,100

       7,050    Pharmacia & Upjohn, Inc.                269,662

         972    Roche Holding A.G.**                  7,632,955

       4,071    Sandoz A.G. - Class R**               4,426,210

     348,613    SmithKline Beecham PLC - Class A**    3,700,916

      20,350    SmithKline Beecham PLC - 
                Class A (ADR)**                       1,098,900

      74,000    Takeda Chemical Industries**          1,275,619

      24,000    Yamanouchi Pharmaceutical Co., Ltd.**   566,857

                                                     28,737,564

Publishing - Newspaper - 0.6%

      58,890    Aamulehti Yhtymae Oy - Series II**    1,492,567

      32,676    EMAP PLC**                              333,844

                                                      1,826,411

Publishing and Printing - 1.4%

     289,006    Arnoldo Mondadori Editore S.p.A.      2,414,785

      27,325    Harland (John H.) Co.                   717,281

       9,767    Wolters Kluwer N.V.                   1,067,927

                                                      4,199,993





                               79



<PAGE>

Real Estate - 1.2%

     406,000    Henderson Investment, Ltd.              354,289

   1,082,000    Hongkong Land Holdings, Ltd.          2,315,480

      51,000    Mitsubishi Estate Co., Ltd.**           714,000

       8,000    Mitsui Fudosan Co.**                    105,143

                                                      3,488,912

Restaurants and Food Services - 0.8%

     182,447    Wetherspoon (J.D.) PLC**              2,433,125

Retail - Department Stores - 2.4%

     139,600    Credit Saison Co., Ltd.**             3,443,467

      45,000    Daimaru, Inc.**                         353,571

      62,000    Hankyu Department Store**               903,429

      84,000    Isetan Co.**                          1,240,000

     532,000    PT Matahari Putra Prima               1,068,342

                                                      7,008,809

Retail - General Merchandise - 0.1%

      17,000    Pao De Acucar S.A.+                     250,750

Retail - Grocery - 0.5%

      23,000    Ito-Yokado Co., Ltd.                  1,351,524

Retail - Special Line - 0.8%

       3,785    OMV A.G.*                               375,970

     315,000    Pagnossin S.p.A.*                     1,916,733

                                                      2,292,703

Services - Amusement and Recreation - 0%

       2,868    Thorn EMI PLC**                          79,629

Services - Computer Integrated Systems Design - 1.6%


                               80



<PAGE>

      68,301    Getronics N.V.                        4,744,786

Services - Computer Related Services - 1.1%

     339,206    Merkantildata A.S.                    3,332,742

Services - Information Retainment Services - 1.2%

      29,401    Axime S.A.*,**,+                      3,622,522

Services - Prepackaged Software - 3.9%

     207,986    JBA Holdings PLC**                    1,592,144

         185    NTT Data Communications 
                Systems Corp.**                       6,448,571

      52,133    Skrivervik Data A.S.*                   917,219

      64,348    TT Tieto Oy - Class B**               2,263,290

                                                     11,221,224

Shoes - 2.2%

      82,756    Adidas A.G.**                         6,300,529

Telecommunications - 3.6%                                      

      15,087    Korea Mobile Telecommunications, 
                Inc. (GDR)*,+                           859,959

     106,000    Millicom International Cellular S.A.* 5,008,500

      49,300    Paging Network, Inc.*                 1,158,550

      68,650    PT Indosat (ADR)                      2,394,169

      31,600    PT Telekomunikasi Indonesia (ADR)*    1,078,350

       2,875    Telecom Argentina Stet S.A. (ADR)       130,094

                                                     10,629,622

Textiles - 1.2%

      49,125    Gucci Group                           2,671,172

     132,888    Marzotto & Figli S.p.A.                 944,792

                                                      3,615,964


                               81



<PAGE>

Tobacco - 1.6%

     431,000    PT Hanjaya Mandala Sampoerna*         4,767,290

Transportation - Airlines - 1.0%

       3,004    SwissAir A.G.*,**                     2,964,140

Utilities - Electric - 0.4%

     314,700    Consolidated Electric Power Asia, 
                Ltd.                                    520,757

      77,688    Iberdrola S.A.                          760,151

                                                      1,280,908

Utilities - Telecommunications - 2.0%

       2,750    Compania de Telefonos de Chile (ADR)    250,937

   1,061,970    CPT Telefonica del Peru S.A. 
                - Class B                             2,372,867

      38,550    Philippine Long Distance Telephone 
                Co. (ADR)                             1,937,138

      36,525    Telefonica de Argentina S.A. (ADR)    1,068,356

       8,225    Telefonos de Mexico S.A. (ADR) 
                - Class L                               279,650

                                                      5,908,948

Wholesale - Special Line - 0.8%

       3,810    Gehe A.G.**                           2,201,046

Total Common Stock (cost $226,132,064)              259,404,911

Preferred Stock - 3.5%

Auto and Truck - 0.7%

       3,573    Porsche A.G.*,**                      1,954,386

Brewery - 0.5%

   2,973,000    Companhia Cervejaria Brahma           1,429,702

Financial - Bank Commercial - 0%


                               82



<PAGE>

     392,000    Banco Bradesco S.A.                       4,437

Medical - Supplies - 0.1%

       2,140    Fresenius A.G.**                        331,447

Services - Computer Processing and Data Preparation - 1.8%

      40,358    SAP A.G.**                            5,361,901

Telecommunications - 0%

       5,000    Telecomunicacoes Brasileiras S.A.           271

Utilities - Electric - 0.4%

  43,208,000    Companhia Energetica de Brasilia      1,089,021

Total Preferred Stock (cost $9,592,745)              10,171,165

Rights - 0.1%

     106,227    Frontec A.B. - Class B* exp. 
                5/3/96** (cost $0)                      353,386

U.S. Government Agencies - 8.0%

                Federal Home Loan Mortgage Corp.:

 $ 3,300,000      5.30%, 5/1/96                       3,300,000

   5,000,000      5.15%, 5/13/96                      4,991,417

   5,000,000      5.19%, 5/20/96                      4,986,304

  10,000,000      5.17%, 5/31/96                      9,956,917

Total U.S. Government Agencies 
  (amortized cost $23,234,638)                       23,234,638

Short-Term Corporate Note - 1.7%

                Norwest Corp.

   5,000,000      5.26%, 5/7/96                       4,995,616
                  (amortized cost $4,995,616)

Total Investments - 102.1% 
(total cost $263,955,063)                           298,159,716

Liabilities, net of Cash, 


                               83



<PAGE>

Receivables and Other Assets - (2.1%)               (6,128,791)

Net Assets - 100%                                  $292,030,925

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Argentina                   1.8%                   $  5,413,216

Australia                   0.0%                         45,490

Austria                     0.7%                      2,153,554

Belgium                     2.0%                      5,964,532

Brazil                      0.8%                      2,523,431

Chile                       0.5%                      1,372,400

Denmark                     0.1%                        411,098

Finland                     1.4%                      4,113,315

France                      4.0%                     11,787,851

Germany                     8.5%                     25,231,608

Hong Kong                   2.2%                      6,506,410

India                       1.4%                      4,212,026

Indonesia                   3.2%                      9,659,375

Italy                       5.0%                     14,748,124

Japan                      13.5%                     40,365,576

Korea                       0.3%                        859,959

Mexico                      1.0%                      3,050,035

Netherlands                 5.2%                     15,624,468

Norway                      2.6%                      7,582,217

Peru                        0.8%                      2,372,867




                               84



<PAGE>

Philippines                 0.7%                      1,937,138

Russia                      0.0%                        101,150

South Africa                0.3%                      1,028,196

Spain                       0.6%                      1,900,608

Sweden                     14.0%                     41,695,227

Switzerland                 7.3%                     21,640,832

United Kingdom              7.8%                     23,299,137

United States+             14.3%                     42,559,876

Total                     100.0%                   $298,159,716


+Includes Short-Term Securities (4.6% excluding Short-Term
Securities)





                   FORWARD CURRENCY CONTRACTS
                     Open at April 30, 1996

                                          Currency
Currency Sold and         Currency        Value in   Unrealized
Settlement Date           Units Sold      $ U.S.     Gain/(Loss)

British Pound 7/25/96       1,358,000   $ 2,043,926   $    (277)

British Pound 8/22/96       3,650,000     5,491,790     103,624

British Pound 10/1/96       1,000,000     1,503,900      17,150

Finnish Markka 5/9/96       3,751,000       775,160     112,125

Finnish Markka 7/25/96        850,000       176,374      11,868

Finnish Markka 10/1/96      1,700,000       353,864      15,260

French Franc 9/12/96        2,220,000       431,814      10,514

French Franc 10/1/96        4,000,000       778,756      18,518



                               85



<PAGE>

German Deutschemark
 7/11/96                      800,000       524,659      18,450

German Deutschemark
 7/17/96                    7,000,000     4,592,573      67,569

German Deutschemark
 7/25/96                   14,623,000     9,599,554     353,123

Japanese Yen 8/8/96       850,000,000     8,093,257      76,363

Japanese Yen 8/22/96      160,000,000     1,523,464      32,956

Japanese Yen 9/17/96    1,020,000,000     9,712,417     222,269

Japanese Yen 10/1/96      500,000,000     4,761,080      25,717

Swedish Krona 5/23/96      27,606,000     4,054,221    (142,360)

Swedish Krona 7/25/96      21,000,000     3,080,986     (55,267)

Swedish Krona 8/22/96      84,500,000    12,393,846     (95,245)

Swiss Franc 5/9/96          1,671,000     1,344,220     156,319

Swiss Franc 10/1/96         8,500,000     6,942,742     292,223

                                        $78,178,603  $1,240,899


JANUS TWENTY FUND          Portfolio Manager, Thomas F. Marsico

PERFORMANCE REVIEW

    Janus Twenty Fund gained 13.55% during the first half of
our fiscal year ended April 30, 1996. Results were in line with
the S&P 500 Index, which appreciated 13.76%. Both returns
include reinvested dividends.

    Pharmaceutical, financial, and technology holdings all
contributed to returns. We took advantage of the decline in the
technology sector to add several companies that have
established dominant franchises in their respective markets.
Among these were Microsoft, Ascend Communications, and Cisco
Systems. 

    Returns were constrained by semiconductor manufacturers
Texas Instruments, Micron Technology, and LSI Logic.





                               86



<PAGE>

PORTFOLIO COMPOSITION 

    As of the end of April, the portfolio was 96% invested in
stocks, in line with the 96% that was invested when the year
began. Our substantial market commitment continues to reflect
the many individual opportunities we are finding among the
stocks we analyze. Foreign stocks made up 9.1% of assets,
compared to 13.9% at the end of October 1995, and are all
European companies. The portfolio remains concentrated: At year
end, the ten largest holdings were 45.9% of assets, and the top
twenty holdings equaled 75.2%.

Ten Largest Holdings         April 30, 1996      October 31, 1995

Wells Fargo                       8.3%                   -
First Data Corp.                  4.7%                 3.6%
Chase Manhattan                   4.6%                   -
Merrill Lynch                     4.5%                 4.6%
Microsoft                         4.2%                   -
Ascend Communications             4.1%                   -
Cisco Systems                     4.0%                 1.8%
Pfizer                            4.0%                 3.8%
Boeing                            3.9%                   -
Citicorp                          3.6%                 5.9%

Top Five Industries          April 30, 1996      October 31, 1995

Pharmaceuticals                  14.5%                15.2%
Financial - Bank Commercial       8.3%                 2.5%
Financial - Bank Money 
  Center                          8.1%                11.5%
Beverages                         6.4%                 6.1%
Telecommunications Equipment      5.4%                 1.1%

PORTFOLIO THEMES

    Pharmaceuticals. Lilly, Amgen, Pfizer, and Roche have strong
product pipelines. We are especially excited about the prospects
for Eli Lilly, which is testing treatments for schizophrenia and
acute cardiovascular disease. Amgen's Epogen and Neupogen are
each billion dollar drugs that help the body increase red and
white blood cells. They are used primarily with cancer and
dialysis patients.

    Financial Services. Two promising banking mergers were
completed on April 1. Wells Fargo acquired First Interstate, and
Chemical Bank bought Chase Manhattan. (Although Chemical Bank was
the acquirer, it chose to retain the name Chase Manhattan.) The
new banks will implement dramatic cost savings. The Wells Fargo
merger will unite Wells Fargo's highly effective commercial
lending operation with a low-cost, loyal deposit base - a


                               87



<PAGE>

combination that should provide Wells with an attractive spread
on loans. Wells Fargo already has a very efficient consumer
network that includes branches in grocery stores, as well as
electronic and Internet banking. The new Chase will take
advantage of synergies in such areas as corporate lending,
private banking, and custody operations. The merger also unites
two strong branch systems: one in the suburbs and surrounding
counties of New York City, the other in Manhattan. The cash flow
generated by the mergers should allow both banks to repurchase
stock.

    Technology. In the technology sector, the focus is on
networking stocks, where demand for equipment and applications is
huge. Ascend Communications manufactures networking equipment and
Cisco Systems dominates the market for equipment that allows
large networks to communicate. Microsoft's new NT network
operating system is already garnering significant market share.
We sold Sun Microsystems after it reached our price target.

    Special Situations. Boeing, Monsanto, and Nike were added.
Boeing is the dominant manufacturer of large commercial aircraft
and is benefiting from demand from China and other emerging
economies in Asia. Tremendous strides in productivity have
resulted in much shorter delivery times and improved margins.
Chemical giant Monsanto is cutting its more cyclical chemical
businesses and focusing on its very strong agricultural
technology operations, where it is a dominant market force. At
Searle, a Monsanto subsidiary, the pharmaceutical business is
picking up. Management at Monsanto has implemented programs to
add shareholder value, including a moderate stock repurchase
plan. Finally, Nike continues to outdistance the competition in
the athletic footwear and apparel market. Internationally, Nike's
shoe sales are growing at better than 40% and apparel sales in
the U.S. are up more than 80%.

CURRENT STRATEGY

    Our strategy remains straightforward: to find good, long-term
growth ideas. On the whole, our economy is very healthy. U.S.
industry remains exceptionally competitive in the international
marketplace and a far-reaching wave of restructuring and cost-
control still shows substantial strength.

    Stocks have just finished five excellent calendar quarters of
performance, in which prices have followed a very smooth course
to new records. A return to normal levels of market volatility
would not be unexpected. But entering the second half of the
year, the economy should expand at a steady, sustainable rate,
and, overall, provide a positive climate for stocks. If economic
growth slows from here, and further restrains corporate earnings,



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<PAGE>

the stocks we own, which have the ability to consistently raise
their bottom line, should continue to be in strong demand.

    Thank you for your investment in Janus Twenty Fund.

JANUS TWENTY FUND           Portfolio Manager, Thomas F. Marsico

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Twenty Fund and the S&P 500 Index.
Janus Twenty Fund is represented by a solid teal line.  The S&P
500 Index is represented by a single dashed black line.  The "y"
axis reflects the value of the investment.  The "x" axis reflects
the computation periods from inception, April 30, 1985, through
April 30, 1996.  The upper right quadrant reflects the ending
value of the hypothetical investment in Janus Twenty Fund
($51,491) as compared to the S&P 500 Index ($51,262).  There is a
legend in the upper left quadrant of the graph which indicates
Janus Twenty Fund's one-year, five-year, ten-year and since
inception (April 30, 1985) average annual total returns as
35.28%, 15.57%, 14.75% and 16.07%, respectively.

*The Fund's inception date        Source - Lipper Analytical
Services, Inc. 1996. All returns reflect reinvested dividends.

Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.

The Fund's portfolio may differ significantly from the securities
in the index. The index is unmanaged and therefore does not
reflect the cost of portfolio management or trading.

          JANUS TWENTY FUND April 30, 1996 (unaudited)

Shares or
Principal Amount                                   Market Value

Common Stock - 94.8%

Aerospace and Defense - 3.9%

   1,612,800    Boeing Co.                         $132,451,200

Beverages - 6.4%

   1,204,600    Coca-Cola Co.                        98,174,900

   1,901,825    PepsiCo, Inc.                       120,765,887


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<PAGE>

                                                    218,940,787

Biopharmaceuticals - 3.3%

   1,940,250    Amgen, Inc.*                        111,564,375

Chemicals - 2.8%

     623,925    Monsanto Co.                         94,524,637

Computers - Peripheral Equipment - 4.0%

   2,650,950    Cisco Systems, Inc.*                137,518,031

Electronics - 3.4%

     585,000    Altera Corp.                         30,858,750

     720,625    Hewlett-Packard Co.                  76,296,172

     207,500    StrataCom, Inc.*                     10,790,000

                                                    117,944,922

Financial - Bank Commercial - 8.3%

   1,170,816    Wells Fargo & Co.                   284,069,233

Financial - Bank Money Center - 8.1%

   2,269,450    Chase Manhattan Corp.               156,308,369

   1,546,350    Citicorp                            121,775,063

                                                    278,083,432

Financial - Security Broker - 5.0%

   2,550,500    Merrill Lynch & Co., Inc.           153,986,437

     745,575    Schwab (Charles) Corp.               18,266,588

                                                    172,253,025

Financial Services - 4.3%

   3,008,675    Federal National Mortgage 
                Association                        $ 92,140,672

     759,825    Student Loan Marketing Association   55,657,181



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<PAGE>

                                                    147,797,853

Insurance - Life - 1.0%

     498,700    Aetna Life & Casualty Co.            35,532,375

Medical - Biotechnology - 1.1%

     706,725    Medtronic, Inc.                      37,544,766

Office and Business Equipment - 1.0%

     719,575    Danka Business Systems PLC (ADR)**   34,539,600

Pharmaceuticals - 14.5%

     120,200    Centocor, Inc.*                       4,808,000

   1,993,725    Eli Lilly & Co.                     117,629,775

     788,750    Merck and Co., Inc.                  47,719,375

   1,985,020    Pfizer, Inc.                        136,718,253

      12,891    Roche Holdings A.G.**               101,230,892

   7,865,286    SmithKline Beecham PLC - Class A**   83,498,745

     123,875    SmithKline Beecham PLC 
                - Class A (ADR)**                     6,689,250

                                                    498,294,290

Publishing - Newspaper - 1.0%

     567,000    Reuters Holdings PLC**                6,425,180

     387,775    Reuters Holdings PLC (ADS)**         26,223,284

                                                     32,648,464

Restaurants and Food Services - 3.5%

   1,919,040    Lone Star Steakhouse & Saloon, 
                Inc.*,#                              79,400,280

     882,600    McDonald's Corp.                     42,254,475

                                                    121,654,755




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<PAGE>

Retail - Drug Stores - 0.7%

   1,775,000    Thrifty PayLess Holdings - Class B*  23,962,500


Services - Computer Processing and Data Preparation - 4.7%

   2,121,900    First Data Corp.               $    161,264,400

Services - Prepackaged Software - 4.2%

   1,266,175    Microsoft Corp.*                    143,552,591

Shoes - 4.6%

     853,075    Fila Holding S.p.A. (ADR)            58,222,369

   1,156,050    Nike, Inc. - Class B                101,154,375

                                                    159,376,744

Telecomunications Equipment - 5.4%

   2,262,225    Ascend Communications, Inc.*        139,126,837

     300,000    U.S. Robotics, Corp.*                46,950,000

                                                    186,076,837

Transportation - Airlines - 3.6%

     644,125    AMR Corp.*                           57,488,156

     307,500    UAL Corp.*                           65,958,751

                                                    123,446,907

Total Common Stock (cost $2,686,305,129)          3,253,041,724

Preferred Stock - 1.2%

Financial Services - 1.2%

     651,000    American Express Co. Exchange Notes, 6.25%
                  (cost $30,862,833)                 40,606,125

Corporate Bonds - 1.2%






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<PAGE>

Homebuilders - 1.2%

 $40,860,000    M.D.C. Holdings, Inc., 11.125%
                  senior notes, due 12/15/03 
                  (cost $37,468,849)                 39,634,200

U.S. Government Agencies - 2.5%

                Federal Home Loan Mortgage Corp.
  36,200,000      5.30%, 05/01/96                    36,200,000

                Federal National Mortgage Association
  50,000,000      5.17%, 5/21/96                     49,856,389

Total U.S. Government Agencies 
(amortized cost $86,056,389)                         86,056,389

Time Deposit - 1.3%

                First Union National Bank of North Carolina
  45,000,000      5.31%, 5/1/96, (cost $45,000,000)  45,000,000

Repurchase Agreement - 0.0%

                State Street Bank & Trust Co., 4.75%,
   1,000,000    dated 4/30/96, maturing 5/1/96, to be
                repurchased at $1,000,132, collateralized
                by $1,450,000 in U.S. Treasury Notes,
                5.06%, due 10/3/96, value $1,021,906
                (cost $1,000,000)                     1,000,000

Total Investments - 101% 
(total cost $2,886,693,200)                       3,465,338,438

Liabilities, net of Cash, Receivables 
and Other Assets - (1.0%)                          (35,869,829)

Net Assets - 100%                                $3,429,468,609

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Italy             1.7%                           $   58,222,369

Switzerland       2.9%                              101,230,892

United Kingdom    4.5%                              157,376,059



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<PAGE>

United States+   90.9%                            3,148,509,118

Total           100.0%                           $3,465,338,438


+Includes Short-Term Securities (87.1% excluding Short-Term
Securities)

                   FORWARD CURRENCY CONTRACTS
                     Open at April 30, 1996

Currency Sold and        Currency       Currency       Unrealized
Settlement Date         Units Sold   Value in $ U.S.      Gain

British Pound 6/28/96   67,005,000    $100,889,429     $1,058,679

Swiss Franc 7/15/96     30,000,000      24,303,305      1,397,029

Swiss Franc 8/8/96      30,035,000      24,392,918      1,544,042

Swiss Franc 8/22/96     48,204,000      39,206,181      2,114,705

                                      $188,791,833     $6,114,455






























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<PAGE>

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

PERFORMANCE REVIEW

    Small stocks posted a succession of records during the
first half of our fiscal year ended April 30, 1996. Janus
Venture Fund appreciated 15.66% for the six-month period,
while the Russell 2000 gained 18.47%. Both returns include
reinvested dividends.

    Although the Fund did not catch the Index during the six
months, a number of individual positions, in a wide range of
industries, performed exceptionally well. Itron (electric
meter reading), Heritage Media (radio and tv stations),
Wisconsin Central (railroads), J.D. Wetherspoon (British
pubs), Sealed Air (packaging), Keane (software consulting),
and J.P. Food Service (food distributors) were among these
excellent individual performers, all of which rose 30% or
more. Itron was the biggest overachiever, gaining more than
100%. We also made some good choices in technology, where
many areas were hard-hit during the period. By avoiding
manufacturers and instead focusing on networking companies,
software developers and applications consultants, we were
able to generate good returns. 

    Among stocks that disappointed during the first half
were Minerals Technology (paper additive), Arch
Communications (cellular services), SAP (integrated business
software), and R.P. Scherer (drug delivery systems). We also
liquidated Exide (automotive batteries) and sold the
remaining position in Nokia (cellular equipment).

COMPOSITION OF THE PORTFOLIO

    On April 30, the Fund was 98.8% invested in equities, up
from 93.9% when the year began. The climate for smaller
businesses remains excellent and we continue to find many
good ideas. Foreign stocks made up 7.5% of the portfolio,
down from 11.0% at the end of October 1995, and were mostly
in Europe. The ten largest positions accounted for 24.6% of
assets. This relatively low percentage is indicative of the
Fund's diversified investment approach.

Ten Largest Holdings         April 30, 1996 October 31, 1995

Wisconsin Central                  5.1%           4.2%
Paging Network                     4.4%           4.3%
Papa John's International          2.6%           1.6%
Minerals Technology                2.5%           2.9%
First Empire State                 2.1%           2.2%


                               95



<PAGE>

Arch Communications                1.7%           2.0%
Heritage Media Corp.               1.7%           1.4%
SAP AG                             1.6%           3.3%
Bell & Howell                      1.5%           1.0%
O'Reilly Automotive                1.4%           0.4%

Top Five Industries          April 30, 1996 October 31, 1995

Telecommunications                 10.6%          11.3%
Medical - Supplies                 6.3%           7.0%
Retail - Special Line              5.9%           1.9%
Commercial Services                5.7%           0.8%
Restaurants and Food Services      5.1%           4.2%

PORTFOLIO THEMES

    Technology-Related. The demand for software systems and
network applications is explosive. Bell & Howell, which develops
data base software, Stratacom, Glenayre Technologies, Macromedia,
and Westell are all benefiting. In the area of electronic
automation, Itron makes a device that reads utility meters
electronically from a vehicle driving down the street. 

    Telecommunications. Cellular services also continue to be in
great demand. Although equipment manufacturers such as Nokia have
trailed the market recently, CommNet Cellular, Arch
Communications, PriCellular, 360 Degree Communications, and other
wireless service companies are prospering, as is Omnipoint, which
develops personal communications systems (PCS). 

    Medical and Pharmaceuticals. Innovations in medical equipment
and drug therapies can cut costs and improve therapies. We own a
constellation of companies with specialized drug delivery
systems, including R.P. Scherer, TheraTech, DepoTech, and Matrix
Pharmaceutical. Among our small drug companies are Centocor,
which has helped develop, in conjunction with Eli Lilly, an
exciting new drug for the treatment of acute heart disease, and
NeXstar Pharmaceuticals, which has a novel cancer treatment in
development and an anti-fungal drug on the market. Omnicare
supplies pharmaceuticals to long-term care facilities.

    Outsourcers. The practice of farming out data processing,
computer, and personnel operations to specialized vendors
continues to expand globally. Keane, Analysts International,
Medaphis, Fiserv, Technology Solutions, and Accustaff serve
various sectors of the market.

    Niche Retailers. This eclectic group of specialty retailers
encompasses Baby Superstore, General Nutrition Companies, Global
DirectMail, Petco Animal Supplies, and Renter's Choice, a rent-



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<PAGE>

to-own furnishings company that is growing amidst industry
consolidation.

    Banking and Financial Services. Low interest rates and
consumer demand for credit have lifted profits at banks,
insurance, and consumer loan companies. First Empire State is a
conservatively run bank in upstate New York that is repurchasing
stock, as is Klamath First Bancorp. Thrifts and consumer loan
companies are represented by World Acceptance Corp., Jayhawk
Acceptance, Coast Savings Financial, and AmeriCredit. We sold
Credit Acceptance. Protective Life, PennCorp Financial, and
Liberty Financial make up our small insurers.

STRATEGY GOING FORWARD

    Despite a divergence between stock and bond prices, small
stocks are enjoying a powerful rally. However, our research
effort is aimed at uncovering growth stocks that can increase
revenues and earnings in a wide range of economic circumstances,
with, and without, the wind at their back in the market. As long
as we continue to find excellent individual ideas, we will remain
enthusiastic buyers. 

    Thank you for your continued investment in Janus 
Venture Fund.

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

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Venture Fund and the Russell 2000
Index.  Janus Venture Fund is represented by a solid teal line.
The Russell 2000 Index is represented by a single dashed black
line.  The "y" axis reflects the value of the investment.  The
"x" axis reflects the computation periods from inception,
April 30, 1985, through April 30, 1996.  The upper right quadrant
reflects the ending value of the hypothetical investment in Janus
Venture Fund ($62,996) as compared to the Russell 2000 Index
($37,272).  There is a legend in the upper left quadrant of the
graph which indicates Janus Venture Fund's one-year, five-year,
ten-year and since inception (April 30, 1985) average annual
total returns as 34.91%, 16.52%, 16.51% and 18.21%, respectively.

*The Fund's inception date        Source - Lipper Analytical
Services, Inc. 1996. All returns reflect reinvested dividends.

    Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that



                               97



<PAGE>

shares, when redeemed, may be worth more or less than their
original cost.

    The Fund's portfolio may differ significantly from the
securities in the index. The index is unmanaged and therefore
does not reflect the cost of portfolio management or trading.

                       JANUS VENTURE FUND
                   April 30, 1996 (unaudited)

Shares or
Principal Amount                                  Market Value

Common Stock - 96.6%

Advertising - 0.1%

     124,500    Outdoor Systems, Inc.               $ 2,863,500

Auto Parts - Replacement - 1.2%

   1,057,500    APS Holding Corp. - Class A*,#       19,299,375

     100,000    Custom Chrome, Inc.*                  2,725,000

      50,000    Kaydon Corp.                          1,987,500

                                                     24,011,875

Biopharmaceuticals - 0.5%

     410,900    NeXstar Pharmaceuticals, Inc.*       10,067,050

Broadcasting, Radio and Television - 2.6%

     385,000    All American Communicatons,
                Inc. - Class B*,#                     3,272,500

     450,000    Children's Broadcasting Corp.*,#      3,768,750

     419,700    Heartland Wireless
                Communications, Inc.*                11,699,137

     835,925    Heritage Media Corp. - Class A*,#    32,078,622

                                                     50,819,009

Building Materials - 0.2%

     100,000    NCI Building Systems, Inc.*           3,625,000



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<PAGE>

Business Credit - 0.4%

     557,500    Jayhawk Acceptance Corp.*             7,317,188

      50,000    WFS Financial, Inc.*                  1,000,000

                                                      8,317,188

Captive Finance - Auto - 0.1%

     150,700    Union Acceptance Corp. - Class A*     2,335,850

Chemicals - 0.7%

     327,900    Cambrex Corp.                        14,099,700

Commercial Services - 5.7%

     233,500    AccuStaff, Inc.*                      6,946,625

     386,050    AMRE, Inc.*                           7,238,438

     108,125    Apollo Group, Inc. - Class A*         4,757,500

      10,000    Barrett Business Services, Inc.*        175,000

     102,500    Career Horizons, Inc.*                3,613,125

      30,000    Central Parking Corp.                   840,000

     235,000    Childtime Learning Centers*           2,291,250

     400,000    CUC International, Inc.*             13,150,000

      50,000    DeVRY, Inc.*                          1,862,500

     207,002    Loewen Group, Inc.                    6,196,071

     321,250    Medaphis Corp.*                      14,817,656

     176,500    Omnicare, Inc.                       10,590,000

     150,000    PIA Merchandising Services, Inc.*,#   3,937,500

     313,600    Primark Corp.*                       11,132,800

   1,462,366    Rentokil Group PLC**                  8,461,975

     290,500    Rent-Way, Inc.*,#                     3,685,719

      45,000    SITEL Corp.*                          2,486,250


                               99



<PAGE>

      68,200    Superior Services, Inc.*                954,800

      65,000    Sylvan Learning Systems, Inc.*        2,518,750

     169,000    Vallen Corp.*                         3,464,500

      32,100    York Group, Inc. (The)*                 589,837

                                                    109,710,296

Communication Services - 0.1%

     142,400    Lodgenet Entertainment Corp.*         1,904,600

Computers - 0.4%

      41,700    Fair Issac & Co., Inc.                1,772,250

     248,950    Technology Solutions Co.*             6,721,650

                                                      8,493,900

Computers - Communications Equipment - 0.4%

     418,775    Black Box Corp.*                      8,375,500

Computers - Peripheral Equipment - 0.1%

      30,000    Security Dymanics Technologies,
                Inc.*                                 2,535,000

Electrical Equipment - 1.1%

      50,000    ADFlex Solutions, Inc.*                 825,000

      23,900    FORE Systems, Inc.*                   1,888,100

     523,000    Littelfuse, Inc.*,#                  19,612,500

                                                     22,325,600

Electronics - 4.1%

     109,300    Altera Corp.*                         5,765,575

     142,600    Franklin Electronic
                Publishers, Inc.*                     3,582,825

     419,050    Itron, Inc.*                         24,619,188

     381,125    Macromedia, Inc.*                    14,363,648


                               100



<PAGE>

     112,262    Pittway Corp. - Class A               5,360,510

     262,675    StrataCom, Inc.*                     13,659,100

     296,500    Verifone, Inc.*                      12,453,000

                                                     79,803,846

Electronics - Components and Accessories - 0.1%

      30,000    Sterling Commerce, Inc.*              1,050,000

Electronics - Computers - 0.1%

      50,000    Data Translation, Inc.*               1,212,500

Electronics - Semiconductors - 0.2%

     137,412    Analog Devices, Inc.*                 3,538,359

      36,775    Galileo Electro-Optics Corp.*           928,569

                                                      4,466,928

Engineering and Construction - 0.5%

       4,761    Metra Oy - A**                          197,008

     216,141    Metra Oy - B**                        9,077,985

                                                      9,274,993

Environmental Control - 1.0%

     521,125    Culligan Water Technologies, Inc.*   17,587,969

     165,100    Philip Environmental, Inc.*           1,341,438

                                                     18,929,407

Financial - Bank Commercial - 2.1%

     200,000    Banca Popolare di Milano*,**            918,367

       8,500    Cascade Bancorp*                        163,625

     167,750    First Empire State Corp.             39,924,500

                                                     41,006,492




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<PAGE>

Financial - Mortgage Related - 0.4%

     200,000    AMRESCO, Inc.*                        3,425,000

     191,000    First Financial Caribbean Corp.       4,106,500

                                                      7,531,500

Financial - Savings/Loan/Thrift - 2.7%

     250,000    Coast Savings Financial, Inc.*        7,781,250

     152,525    First Savings Bank of
                Washington Bancorp, Inc.              2,306,941

     100,000    GA Financial, Inc.*                   1,112,500

     342,500    Glendale Federal Bank FSB*            5,993,750

     100,000    Greenpoint Financial Corp.            2,887,500

     510,425    HFNC Financial Corp.*                 7,145,950

     145,500    Imperial Thrift & Loan Association*   2,091,563

     200,000    ISB Financial Corp.                   3,100,000

     869,000    Klamath First Bancorp, Inc.#         11,948,750

      20,000    Long Island Bancorp, Inc.               555,000

      37,000    Norwalk Savings Society                 788,562

     500,000    PFF Bancorp, Inc.*                    5,750,000

                                                     51,461,766

Food Processing - 0.2%

      59,873    Cultor Oy - Series I**                2,539,459

     275,000    La Doria S.p.A.**                     1,191,769

                                                      3,731,228

Food Wholesale - 1.4%

     928,550    J.P. Foodservice, Inc.*,#            20,660,238

     206,000    Richfood Holdings, Inc.               6,720,750



                               102



<PAGE>

                                                     27,380,988
Furniture and Home Appliances - 0.4%

     311,000    Singer Company N.V. (The)             8,047,125

Hand Machine - Tools - 0.1%

     332,000    Gildemeister Italiana S.p.A.*,**      1,211,042

Homebuilders - 0.4%

     193,425    D.R. Horton, Inc.*                    1,934,250

     320,775    Southern Energy Homes, Inc.*,#        5,653,659

                                                      7,587,909

Insurance - Life - 2.4%

      10,200    CompDent Corp.*                         451,350

     305,625    Liberty Financial Companies, Inc.    10,162,031

     427,775    PennCorp Financial Group, Inc.       13,100,610

     475,475    Protective Life Corp.                16,522,756

     100,000    RISCORP, Inc. - Class A*              2,362,500

      20,175    Sunamerica, Inc.                      1,099,538

     100,275    United Insurance Companies, Inc.*     2,118,309

                                                     45,817,094

Insurance - Multiline - 0.4%

     107,775    Foremost Corp. of America*            5,765,963

      40,000    United Dental Care, Inc.*             1,570,000

                                                      7,335,963

Insurance - Property and Casualty - 0.1%

      32,400    Executive Risk, Inc.                  1,004,400







                               103



<PAGE>

Iron and Steel - 0.1%

     182,693    SSAB Svenskt Stal A.B. - Class A      2,245,509

Leisure Time - 1.1%

      55,500    Family Golf Centers, Inc.*            1,581,750

      40,881    Fotolabo S.A.**                      18,739,180

      75,000    Tom Cobleigh PLC*,**                    244,118

                                                     20,565,048

Lodging - 1.0%

     267,550    HFS, Inc.*                           13,745,381

     165,800    Renaissance Hotel Group N.V.*         3,150,200

     121,400    StudioPLUS Hotels, Inc.*              3,368,850

                                                     20,264,431

Machinery - Diversified - 0.3%

     450,000    Westinghouse Air Brake Co.            6,356,250

Medical - Biotechnology - 1.6%

     190,275    Arterial Vascular Engineering, Inc.*  8,372,100

     399,525    DepoTech Corp.*                       9,788,363

     135,000    Integra Lifesciences Corp.*           1,721,250

     396,300    KeraVision, Inc.*                     6,291,262

     100,000    Lifecore Biomedical, Inc.*            1,825,000

      92,500    Protein Design Labs, Inc.*            2,451,250

                                                     30,449,225

Medical - Hospital Management Services - 2.8%

     102,375    ABR Information Services, Inc.*       6,398,438

     300,000    ARV Assisted Living, Inc.*            5,550,000

     105,800    Laser Vision Centers, Inc.*           1,507,650


                               104



<PAGE>

     423,750    MedPartners/Mullikin, Inc.*          12,235,781

     165,925    Oxford Health Plans, Inc.*            8,379,213

     103,900    PHP Healthcare Corp.*                 3,168,950

     265,000    PhyCor, Inc.*                        13,051,250

     100,000    Veterinary Centers of America, Inc.*  3,050,000

                                                     53,341,282

Medical - Supplies - 6.3%

     251,900    Arrow International, Inc.             9,950,050

      48,550    AVECOR Cardiovascular, Inc.*            619,013

     148,200    Coherent, Inc.*                       7,947,225

     122,175    Cohr, Inc.*                           2,718,394

     446,575    Exogen, Inc.*                         3,907,531

     250,000    Gulf South Medical Supply, Inc.*     10,125,000

     301,400    Heartport, Inc.*                     10,775,050

     658,525    ICU Medical, Inc.*,#                 12,666,316

     100,000    INAMED Corp.*                         1,037,500

     206,000    Intelligent Medical Imaging, Inc.*    2,060,000

     233,000    Landauer, Inc.#                       4,863,875

      75,000    Meridian Diagnostics, Inc.              712,500

     458,000    MiniMed, Inc.*                        9,389,000

     250,000    Respironics, Inc.*                    5,464,844

     333,000    Safeskin Corp.*                       9,740,250

      90,000    Sano Corp.*                           1,518,750

     302,325    Sofamor Danek Group, Inc.*            9,901,143

     130,950    STERIS Corp.*                         4,255,875

     141,250    Target Therapeutics, Inc.*            7,662,812


                               105



<PAGE>

     200,000    Ultrafem, Inc.*                       2,925,000

     314,025    VidaMed, Inc.*                        3,415,022

                                                    121,655,150

Mining - 2.5%

   1,257,845    Minerals Technologies, Inc.#         48,427,033

Miscellaneous - Business Credit - 0.1%

      11,025    AT & T Capital Corp.                    428,597

Miscellaneous - Distribution and Wholesale - 0.1%

      64,050    Amway Asia Pacific, Ltd.              1,913,494

Miscellaneous - Manufacturing - 1.3%

     350,000    ABC Rail Products, Corp.*,#           8,443,750

     675,000    Lydall, Inc.*                        15,862,500

      16,100    Trigen Energy Corp.                     313,950

                                                     24,620,200

Office and Business Equipment - 0.4%

     178,850    Danka Business Systems PLC (ADR)**    8,584,800

Office Machines - 1.5%

     926,500    Bell & Howell Co.*,#                 29,184,750

Oil and Gas - Equipment and Services - 0.1%

      55,000    Carbo Ceramics, Inc.*                 1,182,500

Packaging and Containers - 1.9%

     144,900    Intertape Polymer Group, Inc.         6,194,475

     200,000    Liqui-Box Corp.                       6,000,000

     681,650    Sealed Air Corp.*                    24,113,369

                                                     36,307,844




                               106



<PAGE>

Personal Credit - 1.4%

      16,000    ADVANTA Corp. - Class B                 802,000

     553,425    AmeriCredit Corp.*                    7,955,484

     199,675    Credit Acceptance Corp.*              3,743,906

   1,505,000    World Acceptance Corp.*,#            14,861,875

                                                     27,363,265

Pharmaceuticals - 2.2%

     459,500    Centocor, Inc.*                      18,380,000

     224,725    ChiRex, Inc.*                         2,752,881

     210,000    GalaGen, Inc*                         1,890,000

      38,400    Guilford Pharmaceuticals, Inc.*         979,200

     280,550    Matrix Pharmaceutical, Inc.*          7,294,300

      54,175    NeoRx Corp.*                            385,997

     100,000    PathoGenesis Corp.*                   1,800,000

      12,475    QLT Phototherapeutics, Inc.*            255,738

      56,975    R.P. Scherer Corp.*,#                 2,250,512

     302,000    TheraTech, Inc.*                      6,946,000

                                                     42,934,628

Publishing and Printing - 0.8%

      12,500    ATC Communications Group, Inc.*         171,875

      61,450    Harland (John H.) Co.                 1,613,062

      99,835    Scientific Games Holdings Corp.*,#    3,269,596

     400,000    World Color Press, Inc.*              9,600,000

                                                     14,654,533






                               107



<PAGE>

Restaurants and Food Services - 5.1%

     554,450    Lone Star Steakhouse &
                Saloon, Inc.*                      $ 22,940,369

   1,016,513    Papa John's International, Inc.*,#   50,126,797

     633,981    PizzaExpress PLC**                    3,334,157

      19,300    Planet Hollywood
                International, Inc. - Class A*          489,737

      51,600    Rainforest Cafe, Inc.*                1,909,200

   1,561,393    Wetherspoon (J.D.) PLC**,+           20,822,852

                                                     99,623,112

Retail - Department Stores - 0.8%

     758,500    Renters Choice, Inc.*                16,307,750

Retail - Grocery - 0.1%

      77,600    Casey's General Stores, Inc.          1,673,250

Retail - Special Line - 5.9%

     281,775    Baby Superstore, Inc.*               12,820,762

      34,000    Fastenal Co.                          1,300,500

      77,500    Garden Ridge Corp.*                   4,301,250

     889,900    General Nutrition Companies, Inc.*   17,353,050

     433,050    Global DirectMail Corp.*             16,997,213

     150,000    MSC Industrial Direct Co.,
                Inc. - Class A*                       5,456,250

     687,275    O'Reilly Automotive, Inc.*,#         26,975,544

     648,442    Pagnossin S.p.A.*,**                  3,945,684

     234,537    Petco Animal Supplies, Inc.*          6,742,953

     250,000    Sunglass Hut International, Inc.*     7,312,500

     170,025    Viking Office Products, Inc.*        10,095,234



                               108



<PAGE>

      24,000    Wilmar Industries, Inc.*                570,000

      55,000    Yates Brothers Wine Lodges PLC**        333,176

                                                    114,204,116

Services - Amusement and Recreation - 0.3%

     145,675    Anchor Gaming*                        6,437,014

Services - Business Services - 0.1%

      11,275    Sykes Enterprises, Inc.*                400,263

Services - Computer Integrated Systems Design - 1.9%

     171,775    America Online, Inc.*                10,993,600

     100,000    FileNet Corp.*                        5,600,000

     200,000    Getronics N.V.**                     13,893,754

      95,000    LanVision Systems, Inc.*              1,745,625

     138,000    Meridian Data, Inc.*                  2,397,750

     100,000    Quality Systems, Inc.*                2,175,000

                                                     36,805,729

Services - Computer Processing and Data Preparation - 1.2%

     175,725    Acxiom Corp.*                         4,832,437

     336,650    Fiserv, Inc.*                        10,267,825

     228,975    SunGard Data Systems, Inc.*           7,613,419

                                                     22,713,681

Services - Computer Programming and Data Processing - 1.1%

     155,400    American Management Systems, Inc.*    4,137,525

     440,450    Analysts International Corp.#        16,626,988

                                                     20,764,513






                               109



<PAGE>

Services - Computer Programming Services - 1.1%

     536,150    Keane, Inc.*,#                       21,110,906

       3,900    National TechTeam, Inc.*                 33,881

                                                     21,144,787

Services - Computer Rental and Leasing - 0.1%

      32,100    CIBER, Inc.*                          1,275,975

Services - Computer Repair - 0.2%

     150,000    DecisionOne Holdings Corp.*           3,787,500

Services - Information Retainment Services - 0.5%

     496,100    American Business Information, Inc.*  9,673,950

      20,125    QuickResponse Services, Inc.*           588,656

                                                     10,262,606

Services - Motion Picture Theaters - 0.2%

     100,000    Imax Corp.*                           3,325,000

Services - Prepackaged Software - 1.8%

      72,500    Comshare, Inc.*                       1,740,000

      16,300    Fulcrum Technologies, Inc.*             586,800

     418,800    Integrated Systems, Inc.*            12,249,900

      68,350    Intuit, Inc.*                         3,554,200

      33,450    McAfee Associates, Inc.*              2,048,813

      29,925    Netscape Communications Corp.*        1,825,425

      52,000    Planning Sciences International
                PLC (ADR)**                           1,254,500

      30,000    Prism Solutions, Inc.*                  978,750

       6,991    TT Tieto Oy - Class B**                 245,892

     141,400    Wonderware Corp.*                     3,181,500



                               110



<PAGE>

     263,500    Workgroup Technology Corp.*           6,916,875

                                                     34,582,655

Services - Racing and Track Operations - 0.6%

     480,000    Speedway Motorsports, Inc.*          12,840,000

Shoes - 0.4%

     253,375    Wolverine World Wide, Inc.            7,822,953

Telecommunications - 10.6%

     772,575    360 Degree Communications Co.*       18,155,512

   1,385,725    Arch Communications Group, Inc.*,#   32,910,968

     757,600    CommNet Cellular, Inc.*,#            25,000,800

      42,100    Computer Telephone Corp. - Class 1*     505,200

     125,000    MobileMedia Corp.*                    2,500,000

     500,000    Omnipoint Corp.                      15,000,000

   3,617,725    Paging Network, Inc.*                85,016,536

     300,000    Premiere Technologies, Inc.*         11,325,000

     984,281    PriCellular Corp. - Class A*,#       12,918,688

      95,000    Rural Cellular Corp. - Class A*       1,163,750

                                                    204,496,454

Telecommunications Equipment - 1.9%

      30,425    Adtran, Inc.*                         1,612,525

     155,000    Digital Systems International, Inc.*  3,061,250

     280,250    Glenayre Technologies, Inc.*         13,031,625

     110,525    Premysis Communications, Inc.*        4,835,469

     185,000    Spectralink Corp.*                    1,734,375






                               111



<PAGE>

     177,000    Westell Technologies,
                Inc. - Class A*                      12,721,875

                                                     36,997,119

Telephone and Telegraph Apparatus - 0.1%

      14,175    PairGain Technologies, Inc.*          1,353,713

Tobacco - 0.3%

      69,000    Papastratos Cigarettes S.A.           2,097,532

     263,500    PT Hanjaya Mandala Sampoerna*         2,914,573

                                                      5,012,105

Toys - 0.3%

      25,000    Equity Marketing, Inc.*                 321,875

     251,075    Galoob (Lewis) Toys, Inc.*            5,335,344

      69,100    Play By Play Toys & Novelties, Inc. *   881,025

                                                      6,538,244

Transportation - Airlines - 0.5%

     291,700    Midwest Express Holdings, Inc.*       9,589,637

Transportation - Railroad - 5.1%

   1,159,175    Wisconsin Central Transportation
                Corp.*,#                             97,950,288

Trucking and Leasing - 0.1%

      75,000    Celadon Group, Inc.*                    993,750

Utilities - Telecommunications - 0.5%

     188,600    Cincinnati Bell, Inc.                 9,288,550

Wholesale - Special Line - 0.1%

      25,000    Barnett, Inc.*                          587,500

      85,500    Sodak Gaming, Inc.*                   2,201,625

                                                      2,789,125


                               112



<PAGE>

Total Common Stock (cost $1,381,146,831)          1,865,795,677

Preferred Stock - 2.0%

Services - Computer Processing and Data Preparation - 1.6%

     233,795    SAP A.G.**                     $     31,061,641

Real Estate Investment Trust - 0.4%

     500,000    Prime Retail, Inc.                    8,625,000

Total Preferred Stock (cost $28,907,479)             39,686,641

Warrants - 0.2%

     105,125    Littelfuse, Inc. - exp. 12/31/01*
                  (cost $1,822,564)                   3,127,469

Short-Term Corporate Note - 1.8%

                General Electric Capital Corp.
 $34,400,000      5.30%, 5/1/96 (amortized
                cost $34,400,000)                    34,400,000

Total Investments - 100.6% (total cost
$1,446,276,874)                                   1,943,009,787

Liabilities, net of Cash, Receivables and Other Assets -
(0.6%)          (11,998,562)

Net Assets - 100%                                $1,931,011,225

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Canada                     0.6%                  $   12,390,546

Finland                    0.6%                      12,060,343

Germany                    1.6%                      31,061,641

Greece                     0.1%                       2,097,531

Indonesia                  0.2%                       2,914,573

Italy                      0.4%                       7,266,862

Netherlands                0.7%                      13,893,753


                               113



<PAGE>

Sweden                     0.1%                       2,245,509

Switzerland                1.0%                      18,739,179

United Kingdom             2.2%                      43,035,577

United States+            92.5%                   1,797,304,273

Total                    100.0%                  $1,943,009,787


+Includes Short-Term Securities (90.7% excluding Short-Term
Securities)

                   FORWARD CURRENCY CONTRACTS
                     Open at April 30, 1996

Currency Sold and        Currency      Currency     Unrealized
Settlement Date         Units Sold  Value in $ U.S. Gain/(Loss)

British Pound
6/28/96                  2,977,000    $ 4,482,468      $44,119

British Pound
7/15/96                  6,925,000     10,424,203       19,563

British Pound
7/24/96                  1,400,000      2,107,140       12,460

Dutch Guilder
7/24/96                  1,400,000        822,562        5,596

Dutch Guilder
9/12/96                 17,350,000     10,234,177      370,309

Finnish Markka
5/9/96                   6,916,000      1,429,221      207,470

Finnish Markka
7/24/96                  2,000,000        414,972        2,042

Finnish Markka
7/25/96                 31,285,000      6,491,607      437,480

German Deutschemark
6/13/96                 13,000,000      8,510,081      550,731

German Deutschemark
6/28/96                 11,777,000      7,717,056      283,623




                               114



<PAGE>

German Deutschemark
8/8/96                   7,936,000      5,214,535      213,275

German Deutschemark
8/12/96                  1,000,000        657,246       25,320

Italian Lira
7/24/96              1,750,000,000      1,111,526        6,078

Italian Lira
9/12/96              5,975,000,000      3,780,389      (26,423)

Swiss Franc 9/12/96     11,800,000      9,618,520      416,773

                                      $73,015,703   $2,568,416


JANUS WORLDWIDE FUND                   Portfolio Manager,
                                       Helen Young Hayes

PERFORMANCE REVIEW

    Many foreign markets registered significant returns during
the first half of our fiscal year ended April 30, 1996. Janus
Worldwide Fund gained 22.52% for the six-month period, nicely
outdistancing the Morgan Stanley International World Index, which
was up 13.37% for the same period. Both returns include net
dividends reinvested.(1)

    For the 12 months ended April 30, Janus Worldwide Fund's
total return ranked in the top 8% of global funds tracked by
Lipper Analytical Services, a mutual fund rating company. The
Fund was 10th out of 133 funds in Lipper's Global Fund
category.(2)

    Once again, stockpicking made the difference in performance.
In Europe, our growth stocks were exceptionally strong: Kinnevik,
Nutricia, and Securitas in Sweden, Dutch software consultant
Getronics, and European drug companies Sandoz and Ciba-Geigy were
all up more than 30%. In Japan, NTT Data gained almost 40%.

    SAP, which has been a terrific performer in the past,
declined during the period, as did selected Japanese holdings,
including Kyocera, DDI Corp., Rohm, and Hitachi.

    Global Markets. European markets were sparked by a decline in
interest rates. Despite the rise in the dollar, which
strengthened the European export picture, many of those economies
remained weak, inhibited by high unemployment and government
regulation. One very positive development, however, was that more
European companies are beginning to model operations on the U.S.


                               115



<PAGE>

Business is becoming more performance-driven, and management now
has incentives that emphasize profits and attention to
shareholder value.

    In the Far East and in emerging economies such as Latin
America, growth has been relatively slow, but began to pick up
during the period. Japan has been hardest hit, and is recovering
from a deep recession. Markets in these regions responded to
better business activity. 

COMPOSITION OF THE PORTFOLIO

    On April 30, the portfolio was approximately 93% invested in
equities, down only slightly from 94% when the year began.
European stocks accounted for 48.6% of assets, up from 45.1%, and
the Pacific Rim was 20.2% versus 26.6%, of which Japan was 14.5%,
compared to 16.6% at the end of October 1995. The largest ten
positions made up 24.3% of the portfolio.

    (1) Net dividends reinvested are the dividends that remain to
be reinvested after foreign tax obligations have been met. Such
obligations vary from country to country.

    (2) A Global Fund is defined by Lipper as one "which invests
at least 25% of its portfolio in securities traded outside the
United States and may own U.S. securities as well." This ranking
is based on total return, including reinvested dividends and
capital gains for the stated period. Past performance is not
predictive of future results.

Ten Largest Holdings    April 30, 1996      October 31, 1995

Kinnevik                    3.5%                   5.1%
IBM                         2.6%                   -
NTT Data Communications     2.6%                   2.6%
Roche Holdings              2.4%                   3.3%
Hoechst AG                  2.4%                   -
Securitas                   2.4%                   1.9%
Adidas                      2.3%                   -
HFS, Inc.                   2.2%                   2.6%
SAP AG                      2.0%                   3.3%
Nutricia                    1.9%                   -

Top Five Industries     April 30, 1996      October 31, 1995

Pharmaceuticals             11.0%                  11.8%
Holding Companies -
Diversified                  6.7%                   7.8%
Commercial Services          5.7%                   2.4%
Auto and Truck               4.2%                   2.2%
Chemicals                    3.3%                   0.1%


                               116



<PAGE>

PORTFOLIO THEMES

    Pharmaceuticals. The merger of Sandoz and Ciba-Geigy will
generate tremendous cost savings. In the U.S., Eli Lilly is
testing new treatments for schizophrenia and acute cardiovascular
disease. Astra was trimmed.

    Information Technology. SAP, which has developed the premier
integrated business software package, continues to benefit from
the enormous changes in corporate infrastructure. Getronics, a
Dutch computer systems integrator and WM Data in Sweden provide
design and implementation services primarily in Europe.

    Outsourcing. Outside vendors are often able to perform
computer and other services more cost-effectively than a company
can internally. NTT Data Communications is the dominant provider
of large data processing systems in Japan. First Data owns the
franchise on credit card transaction processing in the U.S., and
Securitas is a Swedish provider of security personnel.

    Telecommunications. Demand for cellular and other
telecommunications services remains very strong overseas.
Kinnevik in Sweden, Millicom International, Korean Mobile
Telephone, Telekomunikasi Indonesia, and Telefonica de Argentina
are among our diverse holdings.

    Special Situations. Hoechst, Nutricia, and Adidas have
individual catalysts that should push earnings higher. German
conglomerate Hoechst is consolidating its chemical businesses and
giving management performance incentives. Nutricia, a Dutch maker
of infant formula and clinical nutrients administered
intravenously, is expanding through smart acquisitions. Adidas
has new management and is beginning to recapture market share.

GLOBAL STRATEGY

    Janus Worldwide Fund's research efforts focus on individual
growth ideas with consistent, long-term potential. We believe
these companies will generate solid investment returns no matter
where they are headquartered. 

    Thank you for your continued investment in Janus Worldwide
Fund.










                               117



<PAGE>

JANUS WORLDWIDE FUND                   Portfolio Manager,
                                       Helen Young Hayes

PERFORMANCE OVERVIEW

A graphic comparison of the change in value of a hypothetical
$10,000 investment in Janus Worldwide Fund and the Morgan Stanley
Int'l. World Index.  Janus Worldwide Fund is represented by a
solid teal line.  The Morgan Stanley Int'l. World Index is
represented by a single dashed black line.  The "y" axis reflects
the value of the investment.  The "x" axis reflects the
computation periods from inception, May 15, 1991, through
April 30, 1996.  The upper right quadrant reflects the ending
value of the hypothetical investment in Janus Worldwide Fund
($24,978) as compared to the Morgan Stanley Int'l. World Index
($16,800).  There is a legend in the upper left quadrant of the
graph which indicates Janus Worldwide Fund's one-year and since
inception (May 15, 1991) average annual total returns as 35.94%
and 20.28%, respectively.

*The Fund's inception date        Source - Lipper Analytical
Services, Inc. 1996. All returns reflect reinvested dividends.

    Past performance is not predictive of future performance.
Investment return and principal value may fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.

    The Fund's portfolio may differ significantly from the
securities in the index. The index is unmanaged and therefore
does not reflect the cost of portfolio management or trading.

JANUS WORLDWIDE FUND    April 30, 1996 (unaudited)

Shares or
Principal Amount                                  Market Value

Common Stock - 88.5%

Aerospace and Defense - 1.1%

     173,850    Boeing Co.                         $ 14,277,431

   2,226,000    Mitsubishi Heavy Industries, Ltd.**  19,800,800

                                                     34,078,231

Agriculture - 0.8%

  21,417,296    Parmalat Finanziaria S.p.A.          23,594,351



                               118



<PAGE>

Auto and Truck - 3.1%

     290,670    Bajaj Auto, Ltd. (GDR)*,+            10,391,452

   1,710,000    Honda Motor Co.**                    38,922,857

   2,304,000    Isuzu Motors, Ltd.**                 13,143,771

     209,977    Mahindra & Mahindra (GDR)*            2,204,758

   1,376,575    Tata Engineering &
                Locomotive Co., Ltd. (GDR)+          24,778,350

     329,000    Yamaha Motor Co., Ltd.**              3,572,000

                                                     93,013,188

Brewery - 0.2%

     597,300    Quilmes Industrial S.A. (ADR)*        7,092,937

Broadcasting, Radio and Television - 0.8%

      30,000    Central European Media
                Enterprises, Ltd.*                      858,750

     564,825    Grupo Televisa S.A. de C.V. (GDR)    17,509,575

     141,500    Heritage Media Corp. - Class A*       5,430,062

                                                     23,798,387

Building Materials - 0.2%

       9,443    Hunter Douglas N.V.                     596,458

   2,166,000    PT Semen Cibinong                     6,419,845

                                                      7,016,303

Chemicals - 3.3%

      35,025    Cytec Industries, Inc.*               2,902,697

     212,472    Hoechst A.G.**                       71,592,317

     246,685    SGL Carbon A.G.**,+                  23,294,983

                                                     97,789,997

Commercial Services - 5.7%


                               119



<PAGE>

     371,500    AMRE, Inc.*                           6,965,625

     223,250    CUC International, Inc.*              7,339,344

      85,142    Frontec A.B. - Class B*,**            3,822,523

         796    Grand Optical Photoservice**             94,997

   1,703,612    Hays PLC**                           11,025,947

     169,375    Medaphis Corp.*                       7,812,422

      24,073    Prosegur Companhia de Seguridad S.A.    877,859

      95,063    Randstad Holdings N.V.                6,093,355

   4,948,286    Rentokil Group PLC**                 28,632,068

   1,228,446    Securitas A.B. - Class B#,**         70,522,402

     525,341    WM-Data A.B. - Class B**             26,369,512

                                                    169,556,054

Computers - 3.0%

     707,725    IBM Corp.                            76,080,437

     213,900    Sun Microsystems, Inc.*              11,604,075

                                                     87,684,512

Computers - Peripheral Equipment - 0%

       3,200    Cisco Systems, Inc.*                    166,000

Cosmetics and Personal Care - 0.1%

   1,110,808    London International Group PLC**      2,360,166

Electrical Equipment - 0.2%

     150,350    UCAR International, Inc.*             6,164,350

Electronics - 1.7%

      33,875    Lernout & Hauspie Speech
                Products N.V.*                     $  1,414,281

   1,018,000    Omron Corp.**                        22,880,762



                               120



<PAGE>

     229,200    Sony Corp.**                         14,843,429

      47,150    Sony Corp. (ADR)**                    3,041,175

     139,200    Varian Accociates, Inc.               7,951,800

                                                     50,131,447

Electronics - Components and Accessories - 0.3%

     266,975    Sterling Commerce, Inc.*              9,344,125

Electronics - Semiconductors - 0.5%

     222,000    Rohm Co.**                           14,081,143

Engineering and Construction - 0%

     523,600    New World Infrastructure, Ltd.*,+     1,164,278

Financial - Bank Commercial - 1.8%

     210,000    Dai-Ichi Kangyo Bank, Ltd.**          4,260,000

     854,347    Fokus Bank A.S.+                      4,606,978

   1,049,600    HSBC Holdings PLC                    15,672,355

     138,000    Mitsui Trust and Banking Co., Ltd.**  1,656,000

     358,139    Nordbanken A.B.*,**                   6,115,275

     175,000    Sumitomo Trust and
                Banking Co., Ltd.**                   2,550,000

      74,816    Wells Fargo & Co.                    18,152,232

                                                     53,012,840

Financial - Bank Money Center - 2.5%

      18,000    Barclays PLC**                          199,634

     349,150    Citicorp                             27,495,562

     336,126    Corporacion Bancaria de Espana S.A.  13,604,597

   3,061,195    Skandinaviska Enskilda
                Banken - Class A                     22,980,930

     254,045    Unidanmark A/S - Class A*            11,327,259


                               121



<PAGE>

                                                     75,607,982

Financial - Savings/Loan/Thrift - 0.4%

   1,969,599    Lloyds TSB Group PLC**                9,453,044

     205,859    Sparbanken Sverige A.B. - Class A**   2,318,130

                                                     11,771,174

Financial - Security Broker - 1.4%

  10,378,975    Grupo Financiero
                Inbursa S.A. - Class B*              40,479,403

Financial Services - 0%

      13,300    Federal National Mortgage
                Association                             407,312

Food Processing - 2.1%

      68,357    Cultor Oy - Series I**                2,899,300

      84,725    Cultor Oy - Series II**               3,733,769

     536,605    Nutricia Vereenigde Bedrijven N.V.   57,356,903

                                                     63,989,972

Forest Production and Paper - 0.1%

   2,763,217    Rottneros Bruks A.B.**                3,213,280

Furniture and Home Appliances - 0.3%

     149,150    Industrie Natuzzi S.p.A. (ADR)        7,755,800

Holding Companies - Diversified - 6.7%

   5,037,700    Citic Pacific, Ltd.                  19,798,593

   8,376,000    First Pacific Co.                    11,153,273

   1,506,800    Grupo Carso S.A.
                de C.V. - Series A1*                 11,529,765

   2,705,905    Kinnevik A.B. - Class B#            104,954,143

   1,934,761    Lagardere Groupe**                   51,905,484



                               122



<PAGE>

      35,000    Lonrho PLC**                            102,055

                                                    199,443,313

Household Products - 0.7%

     402,100    Amway Japan, Ltd.**                  20,641,133

Investment Companies - Closed-End - 0.1%

     281,425    NIS Regional Fund*,+                  2,392,112

Investment Companies - Open-End - 0.2%

   4,508,762    Istituto Nazionale
                delle Assicurazioni                   6,925,227

Iron and Steel - 0.3%

   1,205,000    Kobe Steel, Ltd.*,**                $ 3,729,762

   1,306,000    NKK Corp.*,**                         4,079,695

     120,578    SSAB Svenskt Stal A.B. - Class A**    1,482,044

                                                      9,291,501

Leisure Time - 0%

     323,133    Tabcorp Holdings, Ltd.                1,340,191

Lodging - 2.6%

     240,150    East India Hotels, Ltd. (GDR)*,+      7,024,388

   1,248,700    HFS, Inc.*                           64,151,963

      92,710    Indian Hotels Co., Ltd. (GDS)+        2,734,945

     254,275    Renaissance Hotel Group N.V.*         4,831,225

                                                     78,742,521

Machine - Diversified - 0.4%

     216,074    Rauma OY**                            3,934,063

      29,045    Sidel S.A.**                          6,910,197

                                                     10,844,260



                               123



<PAGE>

Medical - Hospital Management Services - 0.4%

     193,900    HEALTHSOUTH Corp.*                    7,198,538

   2,139,171    Takare PLC**                          4,835,275

                                                     12,033,813

Medical - Supplies - 1.5%

      62,050    Gelman Sciences, Inc.                 1,652,081

     529,916    Getinge Industrier A.B. - Class B**  27,847,209

     481,127    Hafslund Nycomed A.S. - Class A      14,144,759

     116,607    Nobelpharma A.B.+                     1,853,766

                                                     45,497,815

Metals - Diversified - 0.7%

     588,669    Hoganas A.B. - Class B**             19,496,655

       5,000    Inco, Ltd.                              168,125

                                                     19,664,780

Mining - 0.5%

      14,000    De Beers Consolidated Mines, Ltd.       444,500

      12,000    Freeport McMoRan, Inc.                  438,000

     206,560    Potash Corporation of
                Saskatchewan, Inc.                   14,562,480

                                                     15,444,980

Miscellaneous - Distribution and Wholesale - 0.3%

     343,575    Grupo Casa Autrey S.A. de C.V. (ADR)  7,859,278

Miscellaneous - Manufacturing - 3.2%

   2,862,650    Assa-Abloy A.B. - Class B#           32,446,316

     265,760    Barco N.V.                           42,335,695

       5,550    Millipore Corp.                         232,406



                               124



<PAGE>

     145,917    Orkla A/S - Class A                   7,134,925

      19,472    Sulzer A.G.**                        13,122,264

                                                     95,271,606

Office and Business Equipment - 2.3%

   2,338,000    Canon, Inc.**                        46,314,667

     225,862    Oce-Van Der Grinten N.V.             20,766,646

                                                     67,081,313

Oil and Gas - Domestic - 0.9%

       4,300    Enron Global Power & Pipeline L.L.C.    106,425

   1,165,875    YPF Sociedad Anonima S.A. (ADR)      25,503,516

                                                     25,609,941

Oil and Gas - Equipment and Services - 0.2%

     183,725    Petroleum Geo - Services A/S (ADR)*   5,810,303

Oil and Gas - Exploration - 0.3%

     199,200    Repsol S.A.                           7,370,400

Pharmaceuticals - 11.0%

     163,197    Astra A.B. - Class A**                7,242,790

      41,875    Ciba-Geigy Corp. A.G.**              48,256,433

   1,895,950    Eisai Co., Ltd.**                    37,377,300

     527,875    Eli Lilly & Co.                      31,144,625

      80,825    Pfizer, Inc.                          5,566,822

     113,900    Pharmacia & Upjohn, Inc.              4,356,675

     178,325    R.P. Scherer Corp.*                   7,043,838

       9,253    Roche Holding A.G.**                 72,662,280

      46,579    Sandoz A.G. - Class R**              50,643,191

   2,253,755    SmithKline Beecham PLC - Class A**   23,926,112


                               125



<PAGE>

     301,650    SmithKline Beecham PLC -
                Class A (ADR)**                      16,289,100

     847,000    Takeda Chemical Industries**         14,600,667

     421,000    Yamanouchi Pharmaceutical Co., Ltd.** 9,943,619

                                                    329,053,452

Publishing - Newspaper - 0.2%

     372,961    EMAP PLC**                            3,810,461

     302,950    Hollinger International, Inc.         3,597,531

                                                      7,407,992

Publishing and Printing - 2.2%

     462,375    Harland (John H.), Co.               12,137,344

     497,887    Wolters Kluwer N.V.                  54,439,133

                                                     66,576,477

Real Estate - 0.5%

   2,960,000    Henderson Investment, Ltd.            2,582,998

     835,000    Mitsubishi Estate Co., Ltd.**        11,690,000

     154,000    Mitsui Fudosan Co.**                  2,024,000

                                                     16,296,998

Retail - Apparel - 0.5%

     214,425    Fila Holdings S.p.A. (ADR)           14,634,506

     209,050    Gymboree Corp.*                       5,409,169

                                                     20,043,675

Retail - Department Stores - 2.3%

   1,537,100    Credit Saison Co., Ltd.**            37,915,133

     364,000    Daimaru, Inc.**                       2,860,000

     497,000    Hankyu Department Store**             7,242,000



                               126



<PAGE>

     969,000    Isetan Co.**                         14,304,286

   3,559,000    PT Matahari Putra Prima               7,147,047

                                                     69,468,466

Retail - General Merchandise - 0.2%

     308,000    Pao De Acucar S.A.+                   4,543,000

Retail - Grocery - 0.8%

     517,900    Disco S.A. (ADR)*                     8,221,663

     268,000    Ito-Yokado Co., Ltd.**               15,748,190

                                                     23,969,853

Retail - Special Line - 0.3%

     380,825    General Nutrition Companies, Inc.*    7,426,088

Services - Amusement and Recreation - 0.1%

      49,448    Thorn EMI PLC**                       1,372,905

Services - Computer Integrated Systems Design - 1.8%

     779,961    Getronics N.V.                       54,182,930

Services - Computer Processing and Data Preparation - 0.5%

     116,950    First Data Corp.                      8,888,200

     134,400    SunGard Data Systems, Inc.*           4,468,800

                                                     13,357,000

Services - Computer Programming and Data Processing - 0.6%

     330,300    General Motors Corp. - Class E       18,620,663

Services - Computer Related Services - 0.1%

     487,725    Triple P N.V.*                        4,145,662

Services - Information Retainment - 1.5%

     355,061    Axime S.A.*,**,#,+                   43,747,361

Services - Prepackaged Software - 3.0%


                               127



<PAGE>

   1,655,299    JBA Holdings PLC**                   12,671,400

       2,182    NTT Data Communications
                Systems Corp.**                      76,058,286

                                                     88,729,686

Shoes - 2.4%

     939,887    Adidas A.G.**                        71,557,183

Telecommunications - 2.2%

       8,350    360 Degree Communications Co.*          196,225

       2,875    Cellular Communications
                International, Inc.                     104,937

     310,275    Korea Mobile Telecommunications,
                Inc. (GDR)*,+,                       17,685,675

     197,700    Millicom International
                Cellular S.A.*                        9,341,325

     187,175    Paging Network, Inc.*                 4,398,612

     553,650    PT Indosat Corp. (ADR)               19,308,544

     355,700    PT Telekomunikasi Indonesia (ADR)*   12,138,262

       3,850    Qualcom, Inc.                           149,187

      45,650    Telecom Argentina Stet S.A. (ADR)     2,065,662

       1,900    Telecomunicacoes Brasileiras
                S.A. (ADR)                              102,838

                                                     65,491,267

Telecommunications Equipment - 0%

       1,000    Globalstar Telecommunications, Ltd.*     52,250

Textiles - 1.0%

     557,825    Gucci Group                          30,331,734

Tobacco - 1.5%

   4,036,500    PT Hanjaya Mandala Sampoerna*        44,647,713



                               128



<PAGE>

Toys - 0.6%

     681,656    Mattel, Inc.                         17,723,056

Transportation - Airlines - 1.5%

      47,053    SwissAir A.G.*,**                    46,428,654

Utilities - Electric - 0.8%

       6,000    BSES Ltd. (GDR)+                        117,780

   4,305,200    Consolidated Electric
                Power Asia, Ltd.                      7,124,129

      71,335    Consolidated Electric
                Power Asia, Ltd. (ADR)+               1,180,430

     110,350    Enersis S.A. (ADR)                    3,282,913

   1,140,584    Iberdrola S.A.                       11,160,225

                                                     22,865,477

Utilities - Telecommunications - 1.1%

      42,025    Compania de Telefonos de Chile (ADR)  3,834,781

     176,275    Philippine Long Distance
                Telephone Co. (ADR)                   8,857,819

     525,175    Telefonica de Argentina S.A. (ADR)   15,361,369

      97,825    Telefonos de Mexico S.A. -
                Class L (ADR)                         3,326,050

       3,100    Telephone and Data Systems, Inc.        144,150

                                                     31,524,169

Wholesale - Special Line - 0.9%

      47,311    Gehe A.G.**                          27,331,672

Total Common Stock (cost $2,174,925,548)          2,641,433,102

Preferred Stock - 4.8%

Auto and Truck - 1.1%

      59,718    Porsche A.G.*,**,#             $     32,664,998


                               129



<PAGE>

Brewery - 0.3%

  15,615,000    Companhia Cervejaria Brahma           7,509,179

Computer Processing and Data Preparation - 1.9%

     435,972    SAP A.G.**                           57,922,564

Financial - Bank Commercial - 0%

   3,562,000    Banco Bradesco S.A.                      40,225

Medical - Supplies - 0.9%

     169,402    Fresenius A.G.**                     26,237,272

Publishing and Printing - 0.2%

     862,757    News Corp., Ltd.                      4,447,383

Retail - Department Stores - 0%

  14,639,000    Lojas Americanas S.A.                   339,447

Telecommunications - 0%

      91,000    Telecomunicacoes Brasileiras S.A.         4,926

Utilities - Electric - 0.4%

 457,614,000    Companhia Energetica
                de Minas Gerais                      11,533,774

Total Preferred Stock (cost $115,525,948)           140,699,768

Rights - 0%

      85,142    Frontec A.B. - exp. 5/3/96 Class B*,** 
                  (cost $0)                             283,243

U.S. Government Agencies - 6.1%

                Federal Home Loan Bank System

 $50,000,000      5.21%, 5/3/96                      49,985,528

                Federal Home Loan Mortgage Corp.:

  50,000,000      5.17%, 5/17/96                     49,885,111

  50,000,000      5.17%, 5/20/96                     49,863,570


                               130



<PAGE>

                Federal National Mortgage Association

  30,000,000      5.22%, 5/15/96                     29,939,100

Total U.S. Government Agencies
  (amortized cost $179,673,309)                     179,673,309

U.S. Government Obligations - 0.1%

U.S. Treasury Bills

   2,500,000      4.83%, 6/20/96 (amortized
                                  cost $2,483,229)    2,483,229

Short-Term Corporate Note - 1.6%

  45,600,000    General Electric Capital Corp., 5.30%, 
                  5/1/96 (amortized cost
                          $45,600,000)               45,600,000

Repurchase Agreement - 0.3%

                State Street Bank & Trust Co., 4.75%,
   9,000,000      dated 4/30/96, maturing 5/1/96, to be
                  repurchased at $9,001,188, collateralized
                  by $9,390,000 in U.S. Treasury Notes 5.06%,
                  due 10/3/96, value $9,182,481 
                  (cost $9,000,000)                   9,000,000

Time Deposits - 1.5%

  45,000,000    First Union National Bank of North Carolina, 
                  5.31%, 5/1/96 (cost $45,000,000)   45,000,000

Total Investments - 102.9% (total cost
                   $2,572,208,034)                3,064,172,651

Liabilities, net of Cash, Receivables and
Other Assets - (2.9%)                              (85,948,190)

Net Assets - 100%                                $2,978,224,461

                SUMMARY OF INVESTMENTS BY COUNTRY
                         April 30, 1996

Country         % of Investment Securities         Market Value

Argentina                     1.7%               $   51,152,209

Australia                     0.2%                    5,787,572



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<PAGE>

Belgium                       1.4%                   43,749,975

Bermuda                       0.0%                       52,250

Brazil                        0.8%                   24,073,388

Canada                        0.5%                   14,730,605

Chile                         0.2%                    7,117,694

Denmark                       0.4%                   11,327,258

Finland                       0.3%                   10,567,131

France                        3.4%                  102,658,038

Germany                      10.2%                  311,459,729

Hong Kong                     1.9%                   58,676,055

India                         1.5%                   45,046,915

Indonesia                     2.9%                   89,661,410

Italy                         2.7%                   83,243,202

Japan                        14.5%                  443,283,455

Korea                         0.6%                   17,685,675

Luxemburg                     0.3%                    9,297,696

Mexico                        2.6%                   80,704,071

Netherlands                   6.3%                  193,435,425

Norway                        1.0%                   31,696,963

Philippines                   0.3%                    8,857,819

Russia                        0.1%                    2,392,112

South Africa                  0.0%                      444,500

Spain                         1.1%                   33,013,080

Sweden                       10.8%                  330,948,215

Switzerland                   7.5%                  231,112,821

United Kingdom                3.2%                   98,389,068


                               132



<PAGE>

United States+               23.6%                  723,608,320

Total                       100.0%               $3,064,172,651


+Includes Short-Term Securities (14% excluding Short-Term
Securities)

                   FORWARD CURRENCY CONTRACTS
                     Open at April 30, 1996

Currency Sold and         Currency      Currency       Unrealized
Settlement Date          Units Sold  Value in $ U.S.   Gain/(Loss)

British Pound 7/25/96     13,061,000  $ 19,658,111  $       687

British Pound 8/22/96     11,000,000    16,550,600      312,290

Finnish Markka 5/9/96      4,520,000       934,077      135,113

Finnish Markka 10/1/96     8,500,000     1,769,322       76,297

French Franc 9/12/96      72,635,000    14,128,299      343,995

German Deutschemark
7/11/96                   48,000,000    31,479,539    1,107,020

German Deutschemark
7/17/96                  125,000,000    82,010,235    1,206,595

German Deutschemark
7/25/96                  139,269,000    91,425,852    3,343,976

Japanese Yen 8/8/96   11,000,000,000   104,736,269      988,232

Japanese Yen 8/22/96   1,406,000,000    13,387,442      289,601

Japanese Yen 9/17/96  11,063,400,000   105,345,448    2,402,970

Japanese Yen 10/1/96  11,000,000,000   104,743,749      565,765

Swedish Krona 5/23/96     59,562,000     8,747,283     (307,153)

Swedish Krona 7/25/96    964,886,000   141,561,913   (2,722,877)

Swiss Franc 5/9/96        35,188,000    28,306,653    3,291,767

                                      $764,784,792  $11,034,278





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<PAGE>

                    STATEMENTS OF OPERATIONS

For the six months or period
ended April 30, 1996 (all numbers
in thousands) (unaudited)
                                                                     Janus
                                           Janus       Janus      Growth and
                             Janus       Balanced   Enterprise      Income
                             Fund          Fund        Fund          Fund

Investment Income:

  Interest              $   31,422      $ 1,958      $    348       $ 1,777
  Dividends                 84,367          497           339         4,006
  Foreign Tax Withheld      (2,351)         (11)            -            (8)

                           113,438        2,444           687         5,775

Expenses:

  Advisory fees             42,268          572         1,891         2,415
  Transfer agent fees
    and expenses             9,704          227           768           944
  Registration fees            344            9            31            81
  Postage and mailing
    expenses                 1,243           32           133           163
  Custodian fees             1,570           18            52            57
  Printing expenses              -            6            28            42
  Audit fees                    24            4             6             5
  Trustees' fees and
    expenses                    93            1             3             -
  Other expenses                92            1            23            16

  Total expenses            55,338          870         2,935         3,723

  Expense and fee
    offsets                   (904)         (16)          (55)          (90)

Net expenses                54,434          854         2,880         3,633

Net investment
  income/(loss)             59,004        1,590        (2,193)        2,142
Net Realized and Unrealized
  Gain/(Loss) on Investments:
Net realized gain/(loss)
  from securities
  transactions             573,322        8,784        42,012        40,777






                               134



<PAGE>

Net realized gain/(loss)
  from foreign currency
  transactions             (11,148)          (6)            8           290
Net realized gain/(loss)
  from futures contracts         -            -           226             -
Change in net unrealized
  appreciation or deprec-
  iation of investments    944,798        3,190        64,396        53,608
Net gain on
  investments            1,506,972       11,968       106,642        94,675
Net increase in net
  assets resulting from
  operations            $1,565,976      $13,558      $104,449       $96,817

For the six months or period
ended April 30, 1996 (all numbers
in thousands) (unaudited)

                       Janus     Janus    Janus     Janus   Janus    Janus
                       Mercury   Olympus  Overseas  Twenty  Venture  Worldwide
                       Fund      Fund(1)  Fund      Fund    Fund     Fund

Investment Income:

  Interest            $  7,718  $    778  $    469 $  4,910 $  2,740 $  4,869
  Dividends              5,617     2,091     1,108   19,909    3,152   11,669
  Foreign Tax Withheld   (119)      -        (124)    (166)    (105)  (1,183)

                        13,216     2,869     1,453   24,653    5,787   15,355

Expenses:

  Advisory fees          5,752       338       711   10,553    6,013    7,475
  Transfer agent fees    2,231        86       313    3,308    1,437    2,390
    and expenses
  Registration fees       ___         23        60      184       23      102
  Postage and mailing      359        19        46      431       88      307
    expenses
  Custodian fees           216         4        99      299      192      804
  Printing expenses        199         2        17      184       42       85
  Audit fees                 7         4         6        9        8        8
  Trustees' fees and       ___       ___         1       10       21       13
    expenses
  Other expenses          (35)         1         2       49       37       63

  Total expenses         8,729       477     1,255   15,027    7,861   11,247

  Expense and fee        (270)      (16)      (55)    (252)     (85)    (233)
    offsets

Net expenses             8,459       461     1,200   14,775    7,776   11,014


                               135



<PAGE>

Net investment           4,757     2,408       253    9,878  (1,989)    4,341
  income/(loss)

Net Realized and Unrealized
  Gain/(Loss) on Investments:

Net realized gain/     155,994   (3,935)     5,464  251,706   99,552  112,260
  (loss) from securities
  transactions
Net realized gain/(loss) 1,765       192     1,859   10,454    1,635   35,204
  from foreign currency
  transactions
Net realized gain/       (1,268)     ___       ___      ___      ___    2,579
  (loss) from futures 
  contracts
Change in net un-        116,804  34,607    25,538  134,369  166,935  300,769
  realized appreciation
  or depreciation of 
  investments
Net gain on investments  273,295  30,864    32,861  396,529  268,122  450,812
Net increase in net     $278,052$ 33,272  $ 33,114 $406,407 $266,133 $455,153
  assets resulting 
  from operations


                     STATEMENTS OF ASSETS AND LIABILITY

As of April 30, 1996 (all numbers
in thousands except net asset
value per share) (unaudited)

                                                                       Janus
                                            Janus         Janus       Growth
                             Janus        Balanced     Enterprise   and Income
                             Fund           Fund          Fund         Fund

Assets:
Investments at cost       $10,846,166     $139,516      $477,909      $665,138

Investments at value       13,950,664      151,972       624,558       798,504
Cash                            1,518          995           893           580
Receivables:
  Investments sold             97,550        3,562        21,992           218
  Fund shares sold             21,552          439         2,956         2,859
  Interest                          9        1,060            --           576
  Dividends                    27,069          161           233           691
Foreign currency
  contracts                    44,545          236           192         1,212
Other assets                      114           --             2             5

  Total Assets             14,143,021      158,425       650,826       804,645


                               136



<PAGE>

Liabilities:
Payables:
  Investments
    purchased                 127,813        5,131        18,282        11,291
  Fund shares
    repurchased                 6,861          223           328           640
  Advisory fee                  7,409          100           358           446
  Transfer agent fee            1,459           28           139           175
Accrued expenses                2,076           30           130           160
  Total Liabilities           145,618        5,512        19,237        12,712

Net Assets                $13,997,403     $152,913      $631,589      $791,933
 Shares Outstanding,
  $0.01 Par Value (unlimited
  shares authorized)          559,312       10,796        20,340        42,761

Net Asset Value
  Per Share                    $25.03       $14.16        $31.05        $18.52



































                               137



<PAGE>

<TABLE>
As of April 30, 1996 (all numbers
in thousands except net asset
value per share) (unaudited)
<CAPTION>
                       Janus      Janus       Janus        Janus        Janus       Janus
                      Mercury    Olympus    Overseas      Twenty       Venture    Worldwide
                       Fund       Fund        Fund         Fund         Fund        Fund

<S>                <C>          <C>        <C>         <C>          <C>          <C>
Assets:
Investments at
  cost              $1,769,926   $206,692   $263,955   $2,886,693   $1,446,277   $2,572,460

Investments at
  value             $2,019,504   $241,299   $298,160   $3,465,338   $1,943,010   $3,064,173
Cash                       717        968        758        1,836        1,358          810
Receivables:
  Investments sold       1,619     17,138        323        7,687       33,442       12,168
  Fund shares sold       6,507      9,272      5,556        3,200          828       26,717
  Interest                ____       ____       ____        1,724         ____            8
  Dividends              1,524        372        680        4,165          992        7,757
Foreign currency         3,638       ____      1,241        6,114        2,568       11,034
  contracts
Other assets                15       ____       ____           46            5            4

  Total Assets       2,033,524    269,049    306,718    3,490,110    1,982,203    3,122,671

Liabilities:
Payables:
  Investments           35,751      9,131     13,500       55,074       48,706      138,721
    purchased
  Fund shares            2,289        296        826        2,659        1,059        2,878
    repurchased
  Advisory fee           1,059        126        164        1,845        1,025        1,533
  Transfer agent fee       309         15         51          504          258          415
Accrued expenses           459         36        146          559          144          900
  Total
    Liabilities        $39,867     $9,604    $14,687      $60,641      $51,192     $144,447

Net Assets           1,993,657    259,445    292,031    3,429,469    1,931,011    2,978,224
 Shares Outstanding,
  $0.01 Par Value (unlimited
  shares authorized)   110,376     17,417     21,501      120,795       31,907       92,044

Net Asset Value         $18.06     $14.90     $13.58       $28.39       $60.52       $32.36
  Per Share

(1)  Period from December 29, 1995 (inception) to April 30, 1996.
See Notes to Financial Statements
</TABLE>


                               138



<PAGE>

An Explanation of the Statement of Operations

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

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

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

    An Explanation of the Statement of Assets and Liabilities

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

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

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

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

<TABLE>
               STATEMENTS OF CHANGES IN NET ASSETS




                               139



<PAGE>


For six months or period ended April 30, 1996 (unaudited) or
the year ended October 31, 1995 (all numbers in thousands)

<CAPTION> 
                                         Janus Balanced          Janus                 Janus Growth and
                      Janus Fund              Fund          Enterprise Fund               Income Fund

                    1996       1995      1996     1995     1996        1995          1996         1995

<S>           <C>         <C>         <C>      <C>      <C>        <C>          <C>          <C>
Operations:
Net investment
income/(loss)     $59,004    $132,179   $1,590   $2,708  $(2,193)       $91       $2,142       $5,333

Net realized 
gain/loss) 
from
ivestment
transactions      562,174     539,152    8,778    7,481   42,246     30,791       41,067       84,111

Change in 
unrealized net
appreciation
or depreciation
of investments    944,798   1,433,338    3,190    8,194   64,396     29,273       53,608       20,058

Net increase/
(decrease) in
net assets
resulting from
operations      1,565,976   2,104,669   13,558   18,383  104,449     60,155       96,817      109,702

Dividends and 
Distributions to
Shareholders from:

Net investment
income*          (398,902)     (4,024)  (9,066)  (4,692) (28,040)    (7,697)     (32,982)      (3,346)

Net realized gain
from investment
transactions     (252,907)   (190,268)       -        -   (2,805)    (5,604)     (41,579)           -

Net decrease from
dividends and
distributions    (651,809)   (194,292)  (9,066)  (4,692) (30,845)   (13,301)     (74,561)      (3,346)

Capital Share
Transactions:



                               140



<PAGE>

Shares sold     1,482,911   2,147,778   41,402   44,222  193,834    362,414      200,020      113,855

Reinvested
dividends and
distributions     628,657     186,387    8,780    4,464   30,326     12,981       72,576        3,214

Shares
repurchased      (991,302) (1,928,817) (26,306) (31,378)(125,545)  (332,907)     (85,882)    (130,404)

Net increase/
(decrease) from
capital share
transactions    1,120,266     405,348   23,876   17,308   98,615     42,488      186,714      (13,335)

Net increase in
net assets      2,034,433   2,315,725   28,368   30,999  172,219     89,342      208,970       93,021

Net Assets:

Beginning of
period         11,962,970   9,647,245  124,545   93,546  459,370    370,028      582,963      489,942

End of Period $13,997,403 $11,962,970 $152,913 $124,545 $631,589   $459,370     $791,933     $582,963

Net Assets 
consist of:

Capital 
(par value 
and paid-in
surplus)*     $10,206,004  $9,085,739 $130,630 $106,754$445,181    $346,567     $615,119     $428,405

Undistributed
net investment
income/
(distribution
in excess)*      (273,406)     66,492   (7,120)     356  (30,233)         -      (30,233)         607

Undistributed
net realized 
gain/(loss)*
from investments  915,935     606,668   16,713    7,935   69,800     30,358       72,469       72,981

Unrealized 
appreciation of
investments     3,148,870   2,204,071   12,690    9,500  146,841     82,445      134,578       80,970
              $13,997,403 $11,962,970 $152,913 $124,545 $631,589   $459,370     $791,933     $582,963

Transactions in
Fund Shares:



                               141



<PAGE>

Shares sold        61,295     103,296    2,966    3,512    6,777     15,200       11,113        7,113

Reinvested 
distributions      27,286       9,925      639      371    1,105        565        4,350          212

Total              88,581     113,221    3,605    3,883    7,882     15,765       15,463        7,325

Shares 
repurchased       (41,137)    (92,980)  (1,885)  (2,493)  (4,467)   (13,986)      (4,860)      (8,529)

Net increase/
(decrease)         47,444      20,241    1,720    1,390    3,415      1,779       10,603       (1,204)

Shares outstanding
beginning of
period            511,868     491,627    9,076    7,686   16,925     15,146       32,158       33,362

Shares outstanding
end of period     559,312     511,868   10,796    9,076   20,340     16,925       42,761       32,158

Purchases and Sales
of Investment Securities:
  (excluding Short-Term
   Securities)

Purchases of 
Securities     $8,345,560 $11,575,417 $115,436 $173,144 $346,327   $774,127     $667,528     $857,522

Proceeds from 
Sales of
Securities      7,302,579  10,339,397  114,606  151,167  294,265    716,403      575,897      883,780

Purchases of
Long-Term U.S.
Government 
Obligations        52,837      99,172   44,106   29,427        -          -            -       75,020

Proceeds from Sales
of Long-Term
U.S. Government
Obligations       155,889     102,063   28,138   21,157        -          -            -       78,554


<CAPTION> 
                         Janus        Janus          Janus               Janus                 Janus                 Janus
                        Mercury      Olympus       Overseas             Twenty                Venture              Worldwide
                         Fund         Fund           Fund                Fund                  Fund                  Fund
                    1996     1995    1996(1)     1996    1995       1996      1995        1996      1995        1996      1995

<S>             <C>      <C>      <C>      <C>       <C>       <C>        <C>        <C>        <C>         <C>         <C>
Operations:


                               142



<PAGE>

Net investment
income/(loss)     $4,757     $5,552   $2,408     $253     $282     $9,878    $16,905    $(1,989)    $4,753      $4,341     $16,062

Net realized 
gain/loss) 
from
ivestment
transactions     156,491    178,502   (3,743)   7,323    2,519    262,160    533,237    101,187    214,176     150,043      55,175

Change in 
unrealized net
appreciation
or depreciation
of investments   116,804     83,666   34,607   25,538    6,447    134,369     47,686    166,935     67,671     300,769      65,211

Net increase/
(decrease) in
net assets
resulting from
operations       278,052    267,720   33,272   33,114    9,248    406,407    597,828    266,133    286,600     455,153     136,448

Dividends and 
Distributions to
Shareholders from:

Net investment
income*         (155,826)    (8,192)       -   (1,749)       -   (227,231)    (7,400)  (105,497)      (862)    (17,455)    (32,032)

Net realized gain
from investment
transactions     (27,026)    (5,231)       -     (536)       -   (297,577)         -   (112,796)   (82,645)    (71,145)    (60,061)

Net decrease from
dividends and
distributions   (182,852)   (13,423)       -   (2,285)       -   (524,808)    (7,400)  (218,293)   (83,507)    (88,600)    (92,093)

Capital Share
Transactions:

Shares sold      681,847 1,329,738   254,714  229,260  128,820    493,454    387,080     79,116    145,222   1,069,675     788,071

Reinvested dividends
and distributions176,985     12,799        -    2,204        -    512,051      7,202    212,019     81,200      86,150      88,948

Shares
repurchased     (481,143)  (672,396) (28,541) (81,128) (91,267)  (453,386)  (731,771)  (161,165)  (226,790)   (348,508)   (704,140)

Net increase/
(decrease) from
capital share
transactions     377,689    670,141  226,173  150,336   37,553    552,119   (337,489)   129,970       (368)    807,317     172,879


                               143



<PAGE>

Net increase in
net assets       472,889    924,438  259,445  181,165   46,801    433,718    252,939    177,810    202,725   1,173,870     217,234

Net Assets:

Beginning of
period        1,520,768     596,330        -  110,866   64,065  2,995,751  2,742,812  1,753,201  1,550,476   1,804,354   1,587,120

End of Period $1,993,657 $1,520,768 $259,445 $292,031 $110,866 $3,429,469 $2,995,751 $1,931,011 $1,753,201  $2,978,224  $1,804,354

Net Assets 
consist of:

Capital 
(par value 
and paid-in
surplus)*     $1,577,195 $1,199,506 $226,173 $249,177  $98,841 $2,567,411 $2,015,292 $1,329,190 $1,199,220  $2,331,923  $1,524,605

Undistributed
net investment
income/
(distribution
in excess)*     (151,069)     _____    2,408     (322)   1,174   (217,353)       ___   (107,301)       185       4,335      94,011

Undistributed
net realized 
gain/(loss)*
from investments 314,322    184,857   (3,743)   7,737      951    494,670    530,087    209,840    221,449     139,272     (16,187)

Unrealized 
appreciation of
investments     253,209,    136,405   34,607   35,439    9,900    584,741    450,372    499,282    332,347     502,694     201,925
              $1,993,657 $1,520,768 $259,445 $292,031 $110,866 $3,429,469 $2,995,751 $1,931,011 $1,753,201  $2,978,224  $1,804,354

Transactions in
Fund Shares:

Shares sold       40,090     88,118   19,541   18,249   11,936     17,623     14,963      1,407      2,726      35,417      30,276

Reinvested 
distributions     11,034        940        -      183        -     19,947        317      3,919      1,668       3,034       3,647

Total             51,124     89,058   19,541   18,432   11,936     37,570     15,280      5,326      4,394      38,451      33,923

Shares 
repurchased      (28,243)   (43,801)  (2,124)  (6,502)  (8,547)   (16,220)   (28,999)    (2,872)    (4,273)    (11,662)    (27,454)

Net increase/
(decrease)        22,881     45,257   17,417   11,930    3,389     21,350    (13,719)     2,454        121      26,789       6,469

Shares outstanding


                               144



<PAGE>

beginning of
period            87,495     42,238     ____    9,571    6,182     99,445    113,164     29,453     29,332      65,255      58,786

Shares outstanding
end of period    110,376     87,495   17,417   21,501    9,571    120,795     99,445     31,907     29,453      92,044      65,255

Purchases and Sales
of Investment Securities:
  (excluding Short-Term Securities)

Purchases of 
Securities     1,655,085  2,539,449  320,783  227,946  141,411  2,340,031  3,795,717  1,149,937  1,633,385   1,552,384   2,232,128

Proceeds from 
Sales of
Securities     1,462,481  1,894,699  180,300   79,856  117,541  2,294,083  4,044,252  1,173,199  1,605,945     979,534   1,920,061
Purchases of
Long-Term U.S.
Government 
Obligations         ____       ____   16,000     ____     ____       ____       ____       ____       ____        ____        ____

Proceeds from Sales
of Long-Term
U.S. Government
Obligations         ____       ____   15,844     ____     ____       ____       ____       ____       ____        ____        ____

<FN>
(1) Period from December 29, 1995 (inception) to April 30, 1996
*See Note 3 in Notes to Financial Statements
</TABLE>

An Explanation of the Statement of Changes in Net Assets

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

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


                               145



<PAGE>

dividends and distributions" to the "Reinvested dividends and
distributions," you'll notice that dividend distributions had
little effect on each Funds' net assets.  This is because the
majority of Janus investors reinvest their distributions.

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

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

<TABLE>
FINANCIAL HIGHLIGHTS 
<CAPTION>
For a share outstanding
during the six months
ended April 30, 1996
(unaudited) or throughout
each fiscal year or                                         Janus Fund
period ended October 31      1996         1995        1994        1993         1992         1991
<S>                    <C>          <C>          <C>         <C>          <C>          <C>
Net asset value, 
beginning of period        $23.37       $19.62      $20.81      $18.86       $18.27       $13.25

Income from investment
operations

Net investment income        1.14          .16         .17         .26          .23          .25

Net gains or (losses)
on securities (both 
realized and
unrealized)                  1.79         3.99       (.03)        2.88         1.46         5.09

Total from investment
operations                   2.93         4.15         .14        3.14         1.69         5.34

Less distributions

Dividends (from net
investment income)          (.78)        (.01)      (.39)+       (.29)        (.19)        (.31)

Distributions (from
capital gains)              (.49)        (.39)       (.94)       (.90)        (.91)        (.01)



                               146



<PAGE>

Total distributions        (1.27)        (.40)      (1.33)      (1.19)       (1.10)        (.32)

Net asset value, end
of period                  $25.03       $23.37      $19.62      $20.81       $18.86       $18.27

Total return*              12.95%       21.62%       0.75%      17.41%        9.35%       40.95%

Net assets, end
of period (in
thousands)            $13,997,403  $11,962,970  $9,647,245  $9,098,000   $4,989,299   $2,597,866

Average net assets
for the period
(in thousands)        $13,009,075  $10,559,806  $9,338,807  $7,335,871   $3,870,923   $1,784,627

Ratio of gross
expenses to
average net 
ssets**(5)                  0.86%        0.87%          NA          NA           NA           NA

Ratio of net
expenses to
average net
assets**(5)                 0.84%        0.86%       0.91%       0.92%        0.97%        0.98%

Ratio of net
investment income
to average net
assets**                    0.91%        1.25%       1.12%       1.55%        1.54%        1.77%

Portfolio turnover
rate*                        125%         118%        139%        127%         153%         132%

Average commission
per share                  $.0564           NA          NA          NA           NA           NA

For a share
outstanding during
the six months ended
April 30, 1996 (unaudited) 
or throughout each
fiscal year or period                         Janus Twenty Fund
ended October 31             1996         1995        1994        1993      1992(1)      1992(2)

Net asset value, beginning
of period                  $30.12       $24.24      $25.85      $22.75       $22.17       $18.88

Income from investment
operations

Net investment income         .48          .01         .16         .17          .09          .11


                               147



<PAGE>

Net gains or (losses)
on securities (both
realized and
unrealized)                  3.06         5.94      (1.07)        3.31          .49         3.62

Total from investment
operations                   3.54         5.95       (.91)        3.48          .58         3.73

Less distributions

Dividends (from net
investment income)         (2.28)        (.07)       (.25)       (.18)            -        (.02)

Distributions (from
capital gains)             (2.99)            -       (.45)       (.20)            -        (.42)

Total distributions        (5.27)        (.07)       (.70)       (.38)            -        (.44)

Net asset value, end
of period                  $28.39       $30.12      $24.24      $25.85       $22.75       $22.17

Total return*              13.55%       24.67%     (3.52%)      15.39%       2.62%*       19.60%

Net assets, end of
period (in thousands)  $3,429,469   $2,995,751  $2,742,812  $3,748,796   $2,434,245   $2,080,922

Average net assets 
for the period (in
thousands)             $3,192,847   $2,716,278  $3,051,194  $3,545,727   $2,221,065   $1,187,646

Ratio of gross
expenses to average
net assets**(5)             0.95%        1.00%          NA          NA           NA           NA

Ratio of net expenses
to average net assets**(5)  0.93%        0.99%       1.02%       1.05%        1.12%        1.01%

Ratio of net investment
income to average net
assets**                    0.62%        0.62%       0.57%       0.87%        1.27%        1.08%

Portfolio turnover
rate**                       148%         147%        102%         99%          79%          83%

Average commission
per share                  $.0656           NA          NA          NA           NA           NA

For a share outstanding
during the six months
ended April 30, 1996
(unaudited) or throughout


                               148



<PAGE>

each fiscal year or                           Janus Venture Fund
period ended October 31      1996         1995        1994      1993        1992(3)      1992(4)

Net asset value, 
beginning of period        $59.53       $52.86      $53.25      $47.74       $45.96       $45.05

Income from investment
operations

Net investment income         .24          .05         .11         .66          .17          .36

Net gains or (losses)
on securities (both 
realized and unrealized)     8.21         9.49        4.40        6.72         1.61         4.23

Total from investment
operations                   8.45         9.54        4.51        7.38         1.78         4.59

Less distributions

Dividends (from net
investment income)         (3.61)        (.03)       (.53)      (1.16)          ___        (.25)

Distributions (from
capital gains)             (3.85)       (2.84)      (4.37)       (.71)          ___       (3.43)

Total distributions        (7.46)       (2.87)      (4.90)      (1.87)          ___       (3.68)

Net asset value, 
end of period              $60.52       $59.53      $52.86      $53.25       $47.74       $45.96

Total return*              15.66%       19.24%       9.23%      15.76%       3.87%*        9.90%

Net assets, end
of period (in
thousands)             $1,931,011   $1,753,201  $1,550,476  $1,836,657   $1,544,531   $1,510,471

Average net assets
for the period (in
thousands)             $1,789,477   $1,612,514  $1,562,521  $1,792,532   $1,496,106   $1,381,628

Ratio of gross
expenses to average
net assets**(5)             0.88%        0.92%          NA          NA           NA           NA

Ratio of net
expenses to average
net assets**(5)             0.87%        0.91%       0.96%       0.97%        1.07%        1.00%

Ratio of net investment
income to average net


                               149



<PAGE>

assets**                  (0.22%)        0.29%       0.27%       1.29%        1.32%        1.20%

Portfolio turnover
rate**                       131%         113%        114%        139%         124%         166%

Average commission
per share                  $.0381           NA          NA          NA           NA           NA

<FN>
(1) Fiscal period June 1, 1992 to October 31, 1992
(2) Fiscal year ended on May 31st
(3) Fiscal period August 1, 1992 to October 31, 1992
(4) Fiscal year ended on July 31
(5) See "Explanation of the Financial Highlights"

*Total return not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
+Distribution in excess of financial statement income of $.02
NA - Disclosure not applicable to prior periods
</TABLE>

































                               150



<PAGE>

<TABLE>
FINANCIAL HIGHLIGHTS

For a share outstanding during
the six months ended April 30,
1996 (unaudited) or throughout
each fiscal year or period
ended October 31                                          Janus Balanced Fund
<CAPTION>
                                      1996      1995       1994          1993        1992(1)
<S>                               <C>       <C>        <C>           <C>             <C>   
Net asset value, beginning of
period                              $13.72    $12.17     $12.23        $10.64         $10.00

Income from investment
operations

Net investment income                  .24       .61        .27           .19              -

Net gains or (losses) on
securities (both realized and
unrealized)                           1.14      1.52      (.09)          1.56            .64

Total from investment
operations                            1.38      2.13        .18          1.75            .64

Less distributions

Dividends (from net investment
income)                              (.94)     (.58)      (.24)         (.16)              -

Distributions (from capital
gains)                                   -         -          -             -              -

Total distributions                  (.94)     (.58)      (.24)         (.16)              -

Net asset value, end of
period                              $14.16    $13.72     $12.17        $12.23         $10.64


Total return*                       10.32%    18.26%      1.51%        16.54%         6.40%*


Net assets, end of period (in
thousands)                        $152,913  $124,545    $93,546       $72,547         $2,130

Average net assets for the
period (in thousands)             $143,311  $107,259    $86,361       $43,522           $563

Ratio of gross expenses to
average net assets**(3)              1.22%     1.35%         NA            NA             NA


                               151



<PAGE>

Ratio of net expenses to
average net assets**(3)              1.20%     1.32%      1.42%         1.70%          2.50%

Ratio of net investment income
to average net assets**              2.23%     2.52%      2.28%         2.15%        (0.12%)

Portfolio turnover rate**             203%      185%       167%          131%           130%

Average commission per share        $.0408        NA         NA            NA             NA

For a share outstanding during
the six months ended April 30,
1996 (unaudited) or throughout
each fiscal year or period
ended October 31                                         Janus Enterprise Fund

                                    1996      1995       1994          1993       1992 (1)

Net asset value, beginning of
period                            $27.14    $24.43     $21.87        $17.09         $15.00

Income from investment
operations

Net investment income                .15       .52      (.06)           .04              -

Net gains or (losses) on
securities (both realized and
unrealized)                         5.56      3.09       3.18          4.76           2.09

Total from investment
operations                          5.71      3.61       3.12          4.80           2.09

Less distributions

Dividends (from net investment
income)                           (1.64)     (.52)      (.02)         (.02)              -

Distributions (from capital
gains)                             (.16)     (.38)      (.54)             -              -

Total distributions               (1.80)     (.90)      (.56)         (.02)              -

Net asset value, end of period              $31.05     $27.14        $24.43         $21.87    $17.09


Total return*                     21.80%    15.46%     14.56%        28.09%        13.93%*


Net assets, end of period (in
thousands)                      $631,589  $459,370   $370,028      $239,334         $8,320


                               152



<PAGE>

Average net assets for the
period (in thousands)           $512,855  $407,791   $269,595      $188,345         $1,560

Ratio of gross expenses to
average net assets**(3)            1.15%     1.26%         NA            NA             NA

Ratio of net expenses to
average net assets**(3)            1.13%     1.23%      1.25%         1.36%          2.50%

Ratio of net investment income
to average net assets**            0.86%     0.02%    (0.32%)         0.14%        (0.81%)

Portfolio turnover rate**           115%      194%       193%          201%            53%

Average commission per share      $.0435        NA         NA            NA             NA

For a share outstanding during
the six months ended April 30,
1996 (unaudited) or throughout
each fiscal year or period
ended October 31                                     Janus Growth and Income Fund
                                      1996      1995       1994          1993           1992  1991 (2)

Net asset value, beginning of
period                              $18.13    $14.69     $15.24        $12.95         $12.13    $10.00

Income from investment
operations

Net investment income                 1.66       .11        .19           .14            .17       .02

Net gains or (losses) on
securities (both realized and
unrealized)                            .93      3.43      (.31)          2.29            .80      2.13

Total from investment
operations                            2.59      3.54      (.12)          2.43            .97      2.15

Less distributions

Dividends (from net investment
income)                              (.97)     (.10)      (.10)         (.14)          (.15)     (.02)

Distributions (from capital
gains)                              (1.23)         -      (.33)             -              -         -

Total distributions                 (2.20)     (.10)      (.43)         (.14)          (.15)     (.02)

Net asset value, end of
period                              $18.52    $18.13     $14.69        $15.24         $12.95    $12.13



                               153



<PAGE>

Total return*                       15.74%    24.20%    (0.76%)        18.81%          7.98%   21.50%*


Net assets, end of period (in
thousands)                        $791,933  $582,963   $489,942      $518,963       $243,509   $56,473

Average net assets for the
period (in thousands)             $673,996  $498,442   $499,831      $404,285       $156,815   $21,279

Ratio of gross expenses to
average net assets**(3)              1.11%     1.19%         NA            NA             NA        NA

Ratio of net expenses to
average net assets**(3)              1.08%     1.17%      1.22%         1.28%          1.52%     2.33%

Ratio of net investment income
to average net assets**              0.64%     1.11%      1.26%         1.13%          1.61%     0.76%

Portfolio turnover rate**             174%      195%       123%          138%           120%       14%

Average commission per share        $.0528        NA         NA            NA             NA        NA

<FN>
(1) Fiscal period from September 1, 1992 (inception) to October 31, 1992
(2) Fiscal period from May 15, 1991 (inception) to October 31, 1991
(3) See "Explanation of Financial Highlights"
*   Total return not annualized for periods of less than one full year.
**  Annualized for periods of less than one full year.
NA - Disclosure not applicable to prior periods.
</TABLE>























                               154



<PAGE>

<TABLE>
FINANCIAL HIGHLIGHTS

For a share outstanding during
the six months ended April 30,
1996 (unaudited) or throughout
each fiscal year or period
ended October 31                                          Janus Mercury Fund
<CAPTION>
                                        1996        1995       1994       1993 (1)
<S>                              <C>         <C>          <C>             <C>
Net asset value, beginning of
period                                $17.38      $14.12     $11.70         $10.00

Income from investment
operations

Net investment income                    .39         .16        .02          (.01)

Net gains or (losses) on
securities (both realized and
unrealized)                             2.35        3.37       2.40           1.71

Total from investment
operations                              2.74        3.53       2.42           1.70

Less distributions

Dividends (from net investment
income)                               (1.76)       (.16)          -              -

Distributions (from capital
gains)                                 (.30)       (.11)          -              -

Total distributions                   (2.06)       (.27)          -              -

Net asset value, end of
period                                $18.06      $17.38     $14.12         $11.70



Total return*                         17.27%      25.53%     20.68%        17.00%*



Net assets, end of period (in
thousands)                        $1,993,657  $1,520,768   $596,330       $112,725

Average net assets for the
period (in thousands)             $1,711,386  $1,116,377   $257,726        $67,462



                               155



<PAGE>

Ratio of gross expenses to
average net assets**(5)                1.03%       1.14%         NA             NA

Ratio of net expenses to
average net assets**(5)                0.99%       1.12%      1.33%          1.75%

Ratio of net investment income
to average net assets**                0.56%       0.50%      0.25%        (0.40%)

Portfolio turnover rate**               198%        201%       283%           151%

Average commission per share          $.0345          NA         NA             NA

For a share outstanding during
the six months ended April 30,
1996(unaudited) or throughout
each fiscal year or period
ended October 31                Janus Olympus Fund                Janus Overseas Fund
                                  1996 (2)                 1996          1995       1994 (3)

Net asset value, beginning of
period                              $12.00               $11.58        $10.36         $10.00

Income from investment
operations

Net investment income                  .14                  .03           .12          (.02)

Net gains or (losses) on
securities (both realized and
unrealized)                           2.76                 2.19          1.10            .38

Total from investment
operations                            2.90                 2.22          1.22            .36

Less distributions

Dividends (from net investment
income)                                  -                (.17)             -              -

Distributions (from capital
gains)                                   -                (.05)             -              -

Total distributions                      -                (.22)             -              -

Net asset value, end of
period                              $14.90               $13.58        $11.58         $10.36



Total return*                       24.25%               19.38%        11.78%         3.60%*


                               156



<PAGE>

Net assets, end of period (in
thousands)                        $259,445             $292,031      $110,866        $64,065

Average net assets for the
period (in thousands)             $127,594             $180,697      $ 77,668        $36,645

Ratio of gross expenses to
average net assets**(5)              1.10%                1.40%         1.76%             NA

Ratio of net expenses to
average net assets**(5)              1.07%                1.34%         1.73%          2.16%

Ratio of net investment income
to average net assets**              5.57%                0.28%         0.36%        (0.64%)

Portfolio turnover rate**             525%                  94%          188%           181%

Average commission per share        $.0332               $.0336            NA             NA

For a share outstanding during
the six months ended April 30,
1996 (unaudited) or throughout
each fiscal year or period
ended October 31                                         Janus Worldwide Fund
                                      1996       1995        1994           1993        1992  1991 (4)
                               <C>        <C>         <C>              <C>         <C>        <C>

Net asset value, beginning of
period                              $27.65     $27.00      $24.16         $18.95      $17.45    $15.00

Income from investment
operations

Net investment income                  .04        .81         .15            .14         .16         -

Net gains or (losses) on
securities (both realized and
unrealized)                           6.00       1.39        3.34           5.29        1.39      2.45

Total from investment
operations                            6.04       2.20        3.49           5.43        1.55      2.45

Less distributions

Dividends (from net investment
income)                              (.26)      (.54)       (.27)          (.22)           -         -

Distributions (from capital
gains)                              (1.07)     (1.01)       (.38)              -       (.05)         -

Total distributions                 (1.33)     (1.55)       (.65)          (.22)       (.05)         -


                               157



<PAGE>

Net asset value, end of
period                              $32.36     $27.65      $27.00         $24.16      $18.95    $17.45



Total return*                       22.52%      8.89%      14.76%         28.79%       9.20%   16.00%*



Net assets, end of period (in
thousands)                      $2,978,224 $1,804,354  $1,587,120       $754,608    $160,672   $18,423

Average net assets for the
period (in thousands)           $2,242,899 $1,622,142  $1,244,194       $379,259    $ 79,518   $ 7,344

Ratio of gross expenses to
average net assets**(5)              1.01%      1.24%          NA             NA          NA        NA

Ratio of net expenses to
average net assets**(5)              0.99%      1.23%       1.12%          1.32%       1.73%     2.50%

Ratio of net investment income
to average net assets**              0.39%      0.99%       0.42%          0.92%       1.74%     0.02%

Portfolio turnover rate**              93%       142%        158%           124%        147%       40%

Average commission per share        $.0353         NA          NA             NA          NA        NA

<FN>
(1) Fiscal period from May 3, 1993 (inception) to October 31, 1993
(2) Fiscal period December 29, 1995 (inception) to April 30, 1996
(3) Fiscal period from May 2, 1994 (inception) to October 31, 1994
(4) Fiscal period from May 15, 1991 (inception) to October 31, 1991
(5) See "Explanation of Financial Highlights"
*   Total return not annualized for periods of less than one full year.
**  Annualized for periods of less than one full year.
NA - Disclosure not applicable to prior periods.
</TABLE















                               158



<PAGE>

An Explanation of the Financial Highlights

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

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

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

    The Funds' expenses may be reduced through expense reduction
arrangements. Those arrangements include the use of broker
commissions and cash balances earning interest or balance credits
with the Funds' custodian and transfer agent bank accounts. The
Statements of Operations reflect the total expenses before any
offset, the amount of offset and the net expenses. The expense
ratios listed in the Financial Highlights reflect total expenses
both prior to any expense offset and after the offsets.

    These changes are part of new disclosure requirements. Prior
years do not reflect these changes.

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

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


                               159



<PAGE>

amount equal to the value of the portfolio is sold in an average
of six months.

    The last item on the table is the average commission rate per
share. This number is derived by taking the agency commissions
paid on equity securities trades (excluding Syndicate or IPO and
principal trades amounts but including foreign commissions) and
dividing by the number of shares purchased. This is a new
requirement under revised SEC regulations and is not a meaningful
representation of actual costs incurred.











































                               160



<PAGE>


                NOTES TO SCHEDULE OF INVESTMENTS

Adjustable Rate Preferred Stock Dividend Rates are as of April
30, 1996

*Non-Income producing security

**A portion of this security has been segregated by the custodian
to cover margin or segregation requirements on open futures
contracts and/or foreign currency contracts.

+Securities are registered pursuant to Rule 144A and may be
deemed to be restricted for resale.

#The Investment Company Act of 1940 defines affiliates as those
companies in which a fund holds 5% or more of the outstanding
voting securities. Following is a summary of the transactions
with each such affiliate for the period ended April 30, 1996:


</TABLE>
<TABLE>
<CAPTION>
                                         Purchases                      Sales                Realized        Dividend
                                   Shares           Cost         Shares         Cost        Gain/(Loss)       Income
<S>                              <C>          <C>             <C>         <C>             <C>             <C>
Janus Fund

AGCO Corp. (1)                      300,000   $  6,695,879    1,697,050   $ 39,962,157    $ 2,611,267     $   47,983

Cardinal Health, Inc.             2,486,300    135,696,076            -              -              -        124,016

Computer Sciences Corp.           2,556,048    180,895,759            -              -              -              -

Crown Cork & Seal Co., Inc.               -              -    4,910,175    226,460,016    (4,853,013)        540,044

Cytec Industries, Inc.              811,700     59,647,350            -              -              -              -

Oce-Van Der Grinten N.V.            284,117     25,114,721      100,000      5,735,420      1,123,987        839,368

Omnicare, Inc.                    1,761,250     91,566,563       45,425      2,390,918        331,993              -

Panamerican Beverages, Inc. -
Class A (ADR)                     2,275,450     84,119,165            -              -              -         72,491

Robert Half International,
Inc.                                946,625     39,112,478            -              -              -              -

UNUM Corp.                          190,000     10,914,622            -              -              -      3,235,532

Wolters Kluwer N.V.                 237,459     21,091,107      361,250     13,407,650     25,055,995      4,219,482



                               161



<PAGE>

Janus Enterprise Fund

APS Holding Corp. - Class A               -              -            -              -              -              -

Family Golf Centers, Inc.           500,000      8,548,338            -              -              -              -

Insignia Financial Group, Inc. -
Class A (2)                               -              -       63,300        597,394        642,859              -

Petco Animal Supplies, Inc.
(3)                                 291,413      7,145,035            -              -              -              -

PriCellular Corp. - Class A
(4)                               1,250,000      12,250,00            -              -              -              -

TheraTech, Inc.                           -              -       50,000        730,806        178,779              -

Trigen Energy Corp.                 100,000      1,705,500            -              -              -         70,000

Wetherspoon (J.D.) PLC (5)          472,841      5,097,281            -              -              -        118,833

Janus Mercury Fund

CIBER, Inc.                         125,000      2,687,500            -              -              -              -

Janus Twenty Fund

Lone Star Steakhouse & Saloon,
Inc.                                278,975     10,424,219            -              -              -              -

Janus Venture Fund

ABC Rail Products Corp.                   -              -      135,000      3,223,807      (240,681)              -

All American Communications,
Inc. - Class B                      500,000      5,250,000      115,000      1,207,500      (233,750)              -

Analysts International Corp.         50,000      1,462,500            -              -              -        132,135

APS Holding Corp. - Class A               -              -      264,172      4,474,118      (389,758)              -

Arch Communications Group,
Inc.                                125,000      2,938,480            -              -              -              -

Ashbourne PLC                             -              -    2,991,816      7,209,160    (1,203,707)        127,477

Bell & Howell Co.                   286,525      7,599,687            -              -              -              -

California Amplifier, Inc.                -              -      335,700      3,870,259      9,017,727              -

Children's Broadcasting Corp.       450,000      4,500,000            -              -              -              -


                               162



<PAGE>

CommNet Cellular, Inc.               26,400        814,815            -              -              -              -

DavCo Restaurants, Inc.                   -              -      528,950      6,279,673    (2,438,888)              -

Dignity Partners, Inc.              202,000      2,461,500      202,000      2,461,500        107,454              -

Exide Corp.                         143,000      6,161,098    1,250,065     58,546,550   (19,275,482)         39,415

Felcor Suite Hotels, Inc.           250,000      6,625,000      250,000      6,625,000        851,863              -

Heritage Media Corp. - Class A            -              -       58,075        992,883        587,204              -

ICU Medical, Inc.                   534,150      8,495,303            -              -              -              -

J. P. Foodservice, Inc.             244,925      4,479,308            -              -              -              -

Keane, Inc.                          55,575      2,107,973      378,250      3,569,936      5,851,159              -

Klamath First Bancorp, Inc.         172,000      2,250,416            -              -              -         92,435

Landauer, Inc.                            -              -      195,300      2,953,407      1,023,426        185,625

Littelfuse, Inc.                      8,700        330,006            -              -              -              -

Minerals Technologies, Inc.               -              -            -              -              -         62,892

Motorcar Parts & Accessories,
Inc.                                300,000      4,300,625      300,000      4,300,625      (444,410)              -

O'Reilly Automotive, Inc.           501,450     15,665,866       25,000        725,000        228,125              -

Papa Johns International, Inc.
(6)                                 115,688      3,360,291      106,687      2,724,066      2,584,801              -

PIA Merchandising Services, 
Inc.                                204,000      2,970,250       54,000        756,000        447,501              -

PriCellular Corp. - Class A 
(7)                                 862,500      8,540,937            -              -              -              -

Quality Dining, Inc.                 90,250      1,815,334      712,150     12,122,379      7,616,620              -

Rent-Way, Inc.                      290,500      2,903,312            -              -              -              -

R.P. Scherer Corp.                   30,600      1,293,027    1,252,625     40,776,850      9,565,313              -

Scientific Games Holdings
Corp.                               674,400     24,696,161      541,615     20,070,013    (4,320,695)              -

Simula, Inc.                              -              -      524,400      6,778,385      1,287,987              -



                               163



<PAGE>

Southern Energy Homes, Inc.               -              -      184,650      1,752,129      1,277,471              -

Wisconsin Central Transportation
Corp.                                     -              -       61,150        886,675      3,992,251              -

World Acceptance Corp.                    -              -      218,875      1,477,406        799,062              -

Janus Worldwide Fund

Assa-Abloy A.B. - Class B(8)        553,524      2,662,814            -              -              -              -

Axime S.A.                          355,061     32,500,955            -              -              -              -

Kinnevik A.B. - Class B                   -              -      614,234     17,162,813      2,133,228              -

Korea Mobile Telecommunications,
Inc. (GDR)                                -              -       18,800        489,345        398,982          9,359

Porsche A.G.                         59,718     34,903,077            -              -              -              -

Securitas A.B. - Class B            349,719     20,431,371            -              -              -              -

<FN>
(1) Adjusted for 2 for 1 stock split 2/1/96

(2) Adjusted for 2 for 1 stock split 1/30/96

(3) Adjusted for 3 for 2 stock split 4/16/96

(4) Adjsuted for 5 for 4 stock split 3/29/96

(5) Includes stock option on dividend 1/5/96

(6) Adjusted for 3 for 2 stock split 3/26/96

(7) Adjusted for 5 for 4 stock split 3/29/96

(8) Includes Rights Issue: 1 share for 5 rights 4/10/96
See Notes to Financial Statements
</TABLE>













                               164



<PAGE>

                  NOTES TO FINANCIAL STATEMENTS

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

1. Organization and Significant Accounting Policies

    Janus Investment Fund (the Trust) is registered under the
Investment Company Act of 1940 (the 1940 Act) as a no-load, open-
end management investment company. Ten series of shares ("Equity
Funds" or "Funds") included in this report invest primarily in
equity securities. Each Fund is diversified as defined in the
1940 Act, with the exception of the Janus Enterprise and Janus
Twenty Funds, which are non-diversified. Effective December 29,
1995 Janus Olympus Fund began operations. Organization costs were
borne by Janus Capital.

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

Investment Valuation

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

Investment Transactions and Investment Income

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




                               165



<PAGE>

Forward Foreign Currency Transactions and Futures Contracts

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

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

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

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

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







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<PAGE>

Estimates

    The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions  that affect the reported amount
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.

Dividend Distributions and Expenses

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

Federal Income Taxes

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

2. Investment Advisory Agreement and Other Transactions with
Affiliates

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

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

    Janus Capital will reduce advisory fees to the extent that a
Fund's normal operating expenses (exclusive of brokerage
commissions, interest and taxes) exceed the most restrictive
state limitation, which is believed by the Funds to be 21/2% of
the first $30 million, 2% of the next $70 million and 11/2% of
the balance of a Fund's average net assets for a fiscal year.

    Janus Service Corporation (Janus Service), a wholly owned
subsidiary of Janus Capital, received an annual fee of $16 per
shareholder account for transfer agent services plus


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<PAGE>

reimbursement of certain out of pocket expenses (primarily
postage and telephone charges).

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

    DST Systems Inc. (DST), an affiliate of Janus Capital through
a degree of common ownership, provides fund accounting and
shareholder accounting systems to the Funds. DST Securities Inc.,
a wholly owned subsidiary of DST, is designated as an
introductory broker on certain portfolio transactions. Brokerage
commissions paid to DST Securities Inc. serve to reduce transfer
agent fees and expenses. Brokerage commissions paid, fees
reduced, and the net fees paid to DST for the year or period
ended April 30, 1996 are noted below.

DST Securities Inc. Fund Commissions Expense

                             DST            Fund
                       Securities Inc.     Expense
                            Paid*        Reduction*      DST Fees

Janus Fund                $134,851        $101,138      $1,307,621

Janus Balanced Fund          6,084           4,563          40,565

Janus Enterprise Fund        9,402           7,052         141,367

Janus Growth and 
Income Fund                 47,144          35,358         148,738

Janus Mercury Fund          25,297          18,973         386,961

Janus Olympus Fund               -               -          11,397

Janus Overseas Fund              -               -          52,354

Janus Twenty Fund           95,234          71,426         570,860

Janus Venture Fund          28,232          21,174         240,566

Janus Worldwide Fund         9,622           7,217         336,202

*The difference between commissions paid to DST Securities, Inc.
and expenses reduced constituted commissions paid to an
unaffiliated clearing broker.

3. Federal Income Tax




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<PAGE>

    Gains and losses on forward currency contracts and foreign
currency gains and losses on debt instruments are treated as
ordinary income for federal income tax purposes pursuant to
Section 988 of the Internal Revenue Code. Listed below are such
currency gains or losses for the period ended April 30, 1996.

    Net capital loss carryovers if any, as of October 31, 1995 are
available to offset future realized capital gains and thereby
reduce future taxable gains distributions. The aggregate cost of
investments and the composition of unrealized appreciation and
depreciation of investment securities for federal income tax
purposes as of April 30, 1996 are as follows:

<TABLE>
<CAPTION>
                  at October 31, 1995=======================at April 30, 1996========================

                                         Net                                                                 Net
                       Currency     Capital Loss     Federal Tax     Unrealized        Unrealized       Appreciation/
                    Gains/(Losses)   Carryovers         Cost        Appreciation     (Depreciation)    (Depreciation)
<S>                 <C>                  <C>    <C>               <C>               <C>               <C>
Janus Fund           $72,805,310          -      $10,860,251,000   $3,203,228,657    ($112,815,848)    $3,090,412,809

Janus Balanced
Fund                     487,742          -          139,515,916       15,267,274       (2,810,846)        12,456,428

Janus Enterprise
Fund                     433,056          -          479,300,067      155,022,698       (9,764,927)       145,257,771

Janus Growth and
Income Fund            2,295,023          -          666,790,641      136,547,110       (4,834,145)       131,712,965

Janus Mercury
Fund                  11,121,261          -        1,777,963,915      279,788,599      (38,248,204)       241,540,395

Janus Olympus
Fund                     192,068          -          208,544,258       34,073,246       (1,318,627)        32,754,619

Janus Overseas
Fund                   3,075,894          -          264,111,543       38,337,182       (4,289,009)        34,048,173

Janus Twenty
Fund                  23,093,847          -        2,888,055,550      601,574,145      (24,291,257)       577,282,888

Janus Venture
Fund                   8,037,361          -        1,448,381,037      515,501,501      (20,872,751)       494,628,750

Janus Worldwide
Fund                  37,519,637          -        2,573,534,798      533,079,587      (42,441,734)       490,637,853
</TABLE>



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