JANUS INVESTMENT FUND
497, 1996-02-21
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CONTENTS

THE FUND AT A GLANCE
Brief description of the Fund .............................................    1
EXPENSE INFORMATION
The Fund's annual operating expenses ......................................    1
Financial Highlights - a summary of financial data ........................    2
THE FUND IN DETAIL
The Fund's Investment Objective and Policies ..............................    3
General Portfolio Policies ................................................    4
Additional Risk Factors ...................................................    4
PERFORMANCE TERMS
An explanation of performance terms .......................................    6
SHAREHOLDER'S MANUAL
Types of Account Ownership ................................................    7
How to Open Your Janus Account ............................................    8
Minimum Investment Policies ...............................................    8
How to Purchase Shares ....................................................    8
How to Exchange Shares ....................................................    9
How to Redeem Shares ......................................................    9
  SHAREHOLDER SERVICES AND ACCOUNT POLICIES
JETS(R) ...................................................................   11
Transactions Through Processing Organizations .............................   11
Taxpayer Identification Number ............................................   11
Share Certificates ........................................................   11
Involuntary Redemption ....................................................   11
Telephone Transactions ....................................................   11
Making Changes to Your Account ............................................   11
Statements and Reports ....................................................   11
MANAGEMENT OF THE FUND
Investment Adviser and Portfolio Manager ..................................   12
Management Expenses .......................................................   12
Portfolio Transactions ....................................................   13
Other Service Providers ...................................................   13
Other Information .........................................................   13
DISTRIBUTIONS AND TAXES
Distributions .............................................................   14
Taxes .....................................................................   14
APPENDIX A
Glossary of Investment Terms ..............................................   15


                                     [LOGO]
                                   JANUS FUND

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

                               February 18, 1996


Janus  Fund (the  "Fund")  is a  no-load,  diversified  mutual  fund that  seeks
long-term  growth of capital by investing  primarily in common stocks of a large
number of issuers  of any size.  Generally,  the Fund  emphasizes  issuers  with
larger market capitalizations.

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

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

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

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

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


<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

The investment  objective of the Fund is long-term growth of capital in a manner
consistent with the preservation of capital.

PRIMARY HOLDINGS:

A  diversified  fund that pursues its objective by investing in common stocks of
companies of any size.The Fund  generally  invests in larger,  more  established
issuers.

SHAREHOLDER'S INVESTMENT HORIZON:

The Fund is designed for long-term  investors who seek growth of capital and who
can tolerate the greater risks associated with investments in common stocks. The
Fund is not  designed as a short-term  trading  vehicle and should not be relied
upon for short-term financial needs.

FUND ADVISER:

Janus Capital  Corporation  ("Janus  Capital")  serves as the Fund's  investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages more than $30 billion in assets.

FUND MANAGER:

James P. Craig, III

FUND INCEPTION:

February 1970


EXPENSE INFORMATION

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

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

SHAREHOLDER TRANSACTION EXPENSES

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

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


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

- --------------------------------------------------------------------------------
Management Fee                      0.65%
Other Expenses                      0.22%
Total Fund Operating Expenses       0.87%
- --------------------------------------------------------------------------------
(1) The  information  in the table  above is based on  expenses  before  expense
offset arrangements for the fiscal period ended October 31, 1995.


EXAMPLE

                                             1 Year   3 Years  5 Years  10 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund 
returns 5% annually and its expense 
ratio remains as listed above. This 
example shows the operating expenses 
that you would indirectly bear as an
investor in the Fund.                          $9       $28     $48      $107
- --------------------------------------------------------------------------------


THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       1
<PAGE>

FINANCIAL HIGHLIGHTS

The  information  below is for fiscal periods ending on October 31 of each year.
The accounting  firm of Price  Waterhouse  LLP has audited the Fund's  financial
statements  since October 1, 1990. Their report is included in the Fund's Annual
Report,  which is incorporated  by reference into the SAI. The Fund's  financial
statements  for fiscal  periods  prior to October 1, 1990 were  audited by other
independent  accountants  whose  reports are not included in the Annual  Report.
Expense and income ratios and portfolio  turnover rates have been annualized for
periods of less than one year.  Total  returns for periods of less than one year
are not annualized.

<TABLE>
<CAPTION>
                                                 1995              1994            1993          1992          1991          1990  
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>             <C>           <C>           <C>           <C>      
 1. Net asset value, beginning of period      $ 19.62           $ 20.81         $ 18.86       $ 18.27       $ 13.25       $ 16.36  
    Income from investment operations:
 2. Net investment income                        0.16              0.17            0.26          0.23          0.25          0.25  
 3. Net gains or (losses) on securities
    (both realized and unrealized)               3.99             (0.03)           2.88          1.46          5.09         (0.67) 
 4. Total from investment operations             4.15              0.14            3.14          1.69          5.34         (0.42) 
    Less distributions:
 5. Dividends (from net investment income)       (.01)            (0.39)(1)       (0.29)        (0.19)        (0.31)        (0.19) 
 6. Distributions (from capital gains)           (.39)            (0.94)          (0.90)        (0.91)        (0.01)        (2.50) 
 7. Total distributions                          (.40)            (1.33)          (1.19)        (1.10)        (0.32)        (2.69) 
 8. Net asset value, end of period            $ 23.37           $ 19.62         $ 20.81       $ 18.86       $ 18.27       $ 13.25  
 9. Total return                                21.62%             0.75%          17.41%         9.35%        40.95%        (3.68%)
10. Net assets, end of period (in millions)   $11,963           $ 9,647         $ 9,098       $ 4,989       $ 2,598       $ 1,049  
11. Ratio of expenses to average net assets      0.87%(2)          0.91%           0.92%         0.97%         0.98%         1.02% 
12. Ratio of net investment income
    to average net assets                        1.25%             1.12%           1.55%         1.54%         1.77%         2.11% 
13. Portfolio turnover rate                       118%              139%            127%          153%          132%          307% 
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                      1989        1988        1987        1986
- -----------------------------------------------------------------------------------------------
<S>                                                <C>         <C>         <C>         <C>    
 1. Net asset value, beginning of period           $ 12.11     $ 12.39     $ 14.77     $ 13.42
    Income from investment operations:
 2. Net investment income                             0.22        0.60        0.19        0.42
 3. Net gains or (losses) on securities
    (both realized and unrealized)                    4.59        1.05        0.30        2.20
 4. Total from investment operations                  4.81        1.65        0.49        2.62
    Less distributions:
 5. Dividends (from net investment income)           (0.56)      (0.32)      (0.38)      (0.47)
 6. Distributions (from capital gains)                --         (1.61)      (2.49)      (0.80)
 7. Total distributions                              (0.56)      (1.93)      (2.87)      (1.27)
 8. Net asset value, end of period                 $ 16.36     $ 12.11     $ 12.39     $ 14.77
 9. Total return                                     41.67%      15.83%       4.14%      20.66%
10. Net assets, end of period (in millions)        $   673     $   391     $   387     $   474
11. Ratio of expenses to average net assets           0.92%       0.98%       1.01%       1.00%
12. Ratio of net investment income
    to average net assets                             1.68%       4.99%       1.55%       2.82%
13. Portfolio turnover rate                            205%        175%        214%        254%
- -----------------------------------------------------------------------------------------------
</TABLE>

(1) Distribution in excess of financial statement income of $0.02.

(2) The Fund's expenses may be reduced through the use of brokerage  commissions
and uninvested cash balances  earning  interest with the Fund's  custodian.  The
expense  ratio for the fiscal  period ended  October 31, 1995,  does not reflect
expense reductions, which reduced the expense ratio to 0.86%.


UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

Net  asset  value  ("NAV")  is the value of a single  share of the  Fund.  It is
computed by adding the value of all of the Fund's  investments and other assets,
subtracting  any  liabilities  and  dividing  the result by the number of shares
outstanding.  The  difference  between  line  1  and  line  8 in  the  Financial
Highlights  table  represents  the change in value of the Fund's shares over the
fiscal period.

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

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

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

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

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

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       2
<PAGE>

THE FUND IN DETAIL

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

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

INVESTMENT OBJECTIVE

The investment  objective of the Fund is long-term growth of capital in a manner
consistent  with the  preservation  of capital.  It is a  diversified  fund that
pursues its  objective by  investing in common  stocks of companies of any size.
The Fund generally invests in larger, more established issuers.

TYPES OF INVESTMENTS

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

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

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

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

HOW ARE COMMON STOCKS SELECTED?

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

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

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

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       3
<PAGE>

HOW DOES THE FUND TRY TO REDUCE RISK?

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

GENERAL PORTFOLIO POLICIES

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

DIVERSIFICATION

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

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

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

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

INDUSTRY CONCENTRATION

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

PORTFOLIO TURNOVER

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

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

ILLIQUID INVESTMENTS

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

BORROWING AND LENDING

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

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

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

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

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

ADDITIONAL RISK FACTORS

SPECIAL SITUATIONS

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       4
<PAGE>

FOREIGN SECURITIES

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

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

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

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

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

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

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

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

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

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

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

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

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

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

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

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

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

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

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       5
<PAGE>

the Fund's return due to the  opportunity  losses of foregoing  other  potential
investments with the segregated assets.

HIGH-YIELD/HIGH-RISK SECURITIES

High-yield/high-risk  securities  (or "junk"  bonds) are debt  securities  rated
below  investment  grade by the primary rating  agencies  (Standard & Poor's and
Moody's).  The Fund expects that its holdings of lower  quality  securities,  if
any,  will  consist  primarily  of  bonds  rated  in the  highest  two  tiers of
noninvestment grade securities.

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

See Appendix A for risks associated with certain other investments.

PERFORMANCE TERMS

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

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

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

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       6
<PAGE>

SHAREHOLDER'S MANUAL

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

HOW TO GET IN TOUCH WITH JANUS

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

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

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

TYPES OF ACCOUNT OWNERSHIP

If you are investing for the first time,  you will need to establish an account.
You can establish the following  types of accounts by completing the New Account
Application included with this Prospectus.

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

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

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

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

RETIREMENT ACCOUNTS

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

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

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

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

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

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

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       7
<PAGE>

HOW TO OPEN YOUR JANUS ACCOUNT

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

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

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

INVESTOR SERVICE CENTERS

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

MINIMUM INVESTMENT POLICIES

ACCOUNTS ESTABLISHED AFTER FEBRUARY 18, 1996

Any account  opened  after  February  18,  1996,  must meet  minimum  investment
requirements described at page 7.

ACCOUNTS ESTABLISHED ON OR BEFORE FEBRUARY 18, 1996

o    The minimum investment  requirement  remains at $1,000 ($250 for retirement
     accounts and UGMA/UTMA accounts) for these accounts only.

o    There is no minimum initial  investment  requirement for Automatic  Monthly
     Investment Program  participants that continue to make subsequent automatic
     investments of at least $50.

o    Subsequent investments (other than automatic monthly investments) must meet
     the $100 minimum.

ALL ACCOUNTS

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

HOW TO PURCHASE SHARES

PAYING FOR SHARES

When  you  purchase  shares,  your  request  will be  processed  at the next NAV
calculated after your order is received and accepted. Please note the following:

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

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

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

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

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

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

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

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

BY MAIL

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

BY TELEPHONE

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

BY WIRE

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

AUTOMATIC INVESTMENT PROGRAMS

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

o    AUTOMATIC MONTHLY INVESTMENT PROGRAM
     You  select  the day each month  that your  money  ($100  minimum)  will be
     electronically transferred from your bank account


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       8
<PAGE>

     to your Fund account.  To establish  this option,  complete the  "Automatic
     Monthly  Investment  Program"  section  on the  application  and  attach  a
     "voided" check or deposit slip from your bank account. If your Fund account
     is already  established,  call  1-800-525-3713  to request the  appropriate
     form.

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

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

HOW TO EXCHANGE SHARES

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

IN WRITING

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

BY TELEPHONE

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

BY SYSTEMATIC EXCHANGE

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

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

EXCHANGE POLICIES

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

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

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

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

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

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

o    The Funds reserve the right to reject any exchange request and to modify or
     terminate the exchange privilege at any time.

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

QUICK ADDRESS AND TELEPHONE REFERENCE

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

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

IN WRITING

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

BY TELEPHONE

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

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

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

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

PAYMENT OF REDEMPTION PROCEEDS

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       9
<PAGE>

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

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

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

WRITTEN INSTRUCTIONS

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

     o the name of the Fund,
     o the account number,
     o the amount of money or number of shares being redeemed,
     o the name(s) on the account,
      o the signature(s) of all registered account owners, and
     o your daytime telephone number.

o    SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

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

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

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

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

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

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

PRICING OF FUND SHARES

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

SIGNATURE GUARANTEE

In  addition  to the  signature  requirements,  A  SIGNATURE  GUARANTEE  IS ALSO
REQUIRED if any of the following is applicable:

o    The redemption exceeds $100,000.

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

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

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

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

HOW TO OBTAIN A SIGNATURE GUARANTEE

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

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       10
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))

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

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

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

TAXPAYER IDENTIFICATION NUMBER

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

SHARE CERTIFICATES

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

INVOLUNTARY REDEMPTION

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

TELEPHONE TRANSACTIONS

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

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

TEMPORARY SUSPENSION OF SERVICES

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

ADDRESS CHANGES

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

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

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

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       11
<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

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

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

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

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

PORTFOLIO MANAGER

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

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

PERSONAL INVESTING

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


BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

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

The actual management fee paid by the Fund for the fiscal year ended October 31,
1995,  was .65% of the value of the Fund's  average  daily net assets.  The Fund
incurs  expenses  not assumed by Janus  Capital,  including  transfer  agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of  sending  reports  and  other  information  to  existing  shareholders,   and
independent  Trustees'  fees  and  expenses.   Janus  Capital  will  reduce  its
management fee to the extent that Fund expenses exceed regulatory limits imposed
by state securities regulators.


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       12
<PAGE>

PORTFOLIO TRANSACTIONS

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

OTHER SERVICE PROVIDERS

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

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

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

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

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

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

OTHER INFORMATION

ORGANIZATION

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

As of the date of this Prospectus, the Trust offers 18 separate series, three of
which currently offer two classes of shares. On June 16, 1986, the Trust assumed
all the assets and  liabilities  of the Fund's  predecessor  corporation,  Janus
Fund, Inc.,  which was incorporated  under the laws of Maryland on September 18,
1968. All  references in this  Prospectus to the Fund prior to June 16, 1986 are
to its predecessor  entity and all references  after such date are to the series
of the Trust.

SHAREHOLDER MEETINGS

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

SIZE OF THE FUND

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

MASTER/FEEDER OPTION

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       13
<PAGE>

DISTRIBUTIONS AND TAXES

- --------------------------------------------------------------------------------
DISTRIBUTIONS

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

HOW DISTRIBUTIONS AFFECT A FUND'S NAV

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

"BUYING A DIVIDEND"

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

DISTRIBUTION OPTIONS

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

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

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

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

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

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

TAXES

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

TAXES ON DISTRIBUTIONS

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

TAXATION OF THE FUND

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

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       14
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       15
<PAGE>

the Treasury,  others are supported by the  discretionary  authority of the U.S.
government to purchase the agency's obligations and others are supported only by
the credit of the sponsoring agency.

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

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

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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

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


JANUS FUND PROSPECTUS                                          FEBRUARY 18, 1996

                                       16
<PAGE>

CONTENTS

THE FUND AT A GLANCE
Brief description of the Fund .............................................    1
EXPENSE INFORMATION
The Fund's annual operating expenses ......................................    1
Financial Highlights - a summary of financial data ........................    2
THE FUND IN DETAIL
The Fund's Investment Objective and Policies ..............................    3
General Portfolio Policies ................................................    4
Additional Risk Factors ...................................................    5
PERFORMANCE TERMS
An explanation of performance terms .......................................    6
SHAREHOLDER'S MANUAL
Types of Account Ownership ................................................    7
How to Open Your Janus Account ............................................    8
Minimum Investment Policies ...............................................    8
How to Purchase Shares ....................................................    8
How to Exchange Shares ....................................................    9
How to Redeem Shares ......................................................    9
  SHAREHOLDER SERVICES AND ACCOUNT POLICIES
JETS(R) ...................................................................   11
Transactions Through Processing Organizations .............................   11
Taxpayer Identification Number ............................................   11
Share Certificates ........................................................   11
Involuntary Redemption ....................................................   11
Telephone Transactions ....................................................   11
Making Changes to Your Account ............................................   11
Statements and Reports ....................................................   11
MANAGEMENT OF THE FUND
Investment Adviser and Portfolio Manager ..................................   12
Management Expenses .......................................................   12
Portfolio Transactions ....................................................   13
Other Service Providers ...................................................   13
Other Information .........................................................   13
DISTRIBUTIONS AND TAXES
Distributions .............................................................   14
Taxes .....................................................................   14
APPENDIX A
Glossary of Investment Terms ..............................................   15


                                     [LOGO]

                               JANUS MERCURY FUND

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

                               February 18, 1996


Janus  Mercury Fund (the "Fund") is a no-load,  nondiversified  mutual fund that
seeks long-term  growth of capital.  The Fund pursues its objective by investing
in  common   stocks  of  issuers  of  any  size,   which  may   include   larger
well-established issuers and/or smaller emerging growth companies.

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

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

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

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

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


<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

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

PRIMARY HOLDINGS:

A  nondiversified  fund that  pursues  its  investment  objective  by  investing
primarily in common stocks of companies of any size.

SHAREHOLDER'S INVESTMENT HORIZON:

The Fund is designed for long-term  investors who seek growth of capital and who
can tolerate the greater risks associated with investments in common stocks. The
Fund is not  designed as a short-term  trading  vehicle and should not be relied
upon for short-term financial needs.

FUND ADVISER:

Janus Capital  Corporation  ("Janus  Capital")  serves as the Fund's  investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages more than $30 billion in assets.

FUND MANAGER:

Warren B. Lammert

FUND INCEPTION:

May 1993

EXPENSE INFORMATION

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

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

SHAREHOLDER TRANSACTION EXPENSES

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

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


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

- --------------------------------------------------------------------------------
Management Fee                      0.69%
Other Expenses                      0.45%
Total Fund Operating Expenses       1.14%
- --------------------------------------------------------------------------------
(1) The  information  in the table  above is based on  expenses  before  expense
offset arrangements for the fiscal period ended October 31, 1995.


EXAMPLE

                                             1 Year   3 Years  5 Years  10 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund 
returns 5% annually and its expense 
ratio remains as listed above. This 
example shows the operating expenses 
that you would indirectly bear as an
investor in the Fund.                          $11      $36     $62      $136
- --------------------------------------------------------------------------------


THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       1
<PAGE>

FINANCIAL HIGHLIGHTS

The  information  below is for fiscal  periods ending on October 31 of each year
and has been  audited by the  accounting  firm of Price  Waterhouse  LLP.  Their
report is  included  in the  Fund's  Annual  Report,  which is  incorporated  by
reference into the SAI.  Expense and income ratios and portfolio  turnover rates
have been  annualized  for  periods  of less than one year.  Total  returns  for
periods of less than one year are not annualized.

                                                1995         1994     1993(1)
- --------------------------------------------------------------------------------
 1. Net asset value, beginning of period      $14.12       $11.70     $10.00
    Income from investment operations:
 2. Net investment income (loss)                0.16         0.02      (0.01)
 3. Net gains or (losses) on securities
    (both realized and unrealized)              3.37         2.40       1.71
 4. Total from investment operations            3.53         2.42       1.70
    Less distributions:
 5. Dividends (from net investment income)     (0.16)        --         --
 6. Distributions (from capital gains)         (0.11)        --         --
 7. Total distributions                        (0.27)        --         --
 8. Net asset value, end of period            $17.38       $14.12     $11.70
 9. Total return                               25.53%       20.68%     17.00%
10. Net assets, end of period (in millions)   $1,521       $  596     $  113
11. Ratio of expenses to average net assets     1.14%(2)     1.33%      1.75%
12. Ratio of net investment income
    to average net assets                       0.50%        0.25%     (0.40%)
13. Portfolio turnover rate                      201%         283%       151%
- --------------------------------------------------------------------------------
(1) Fiscal period from May 3, 1993 (inception) to October 31, 1993.
(2) The Fund's expenses may be reduced through the use of brokerage  commissions
and uninvested cash balances  earning  interest with the Fund's  custodian.  The
expense  ratio for the fiscal  period ended  October 31, 1995,  does not reflect
expense reductions, which reduced the expense ratio to 1.12%.


UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

Net  asset  value  ("NAV")  is the value of a single  share of the  Fund.  It is
computed by adding the value of all of the Fund's  investments and other assets,
subtracting  any  liabilities  and  dividing  the result by the number of shares
outstanding.  The  difference  between  line  1  and  line  8 in  the  Financial
Highlights  table  represents  the change in value of the Fund's shares over the
fiscal period.

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

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

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

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

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

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       2
<PAGE>

THE FUND IN DETAIL

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

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

INVESTMENT OBJECTIVE

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

TYPES OF INVESTMENTS

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

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

The Fund may invest  without limit in foreign  equity and debt  securities.  The
Fund may use  options,  futures  and  other  types of  derivatives  for  hedging
purposes or as a means of enhancing  return.  See  "Additional  Risk Factors" on
page 5. The Fund may purchase  securities on a when-issued,  delayed delivery or
forward commitment basis.

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

HOW ARE COMMON STOCKS SELECTED?

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally,  yes. The portfolio  manager  seeks  companies  with earnings  growth
potential,  regardless of country of organization or place of principal business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic  areas  may  warrant  greater   consideration  in  selecting  foreign
securities. See "Additional Risk Factors" on page 5.

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

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?

The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and/or  economic  conditions.  Historically,  common stocks have provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on page 5.


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       3
<PAGE>

HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?

A  "nondiversified"  fund has the ability to take larger  positions in a smaller
number of  issuers  than a  "diversified"  fund.  Because  the  appreciation  or
depreciation  of a  single  stock  may  have a  greater  impact  on the NAV of a
nondiversified  fund,  its share price can be expected to fluctuate  more than a
comparable diversified fund.

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

HOW DOES THE FUND TRY TO REDUCE RISK?

The Fund may use futures,  options and other  derivative  instruments to protect
the portfolio from movements in securities  prices and interest rates.  The Fund
may also  use a  variety  of  currency  hedging  techniques,  including  forward
currency  contracts,  to manage  exchange rate risk when  investing  directly in
foreign markets.  See "Additional  Risk Factors" on page 5. In addition,  to the
extent that the Fund holds a larger cash  position,  it may not  participate  in
market  declines to the same extent as if it had remained more fully invested in
common stocks.

GENERAL PORTFOLIO POLICIES

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

DIVERSIFICATION

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

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

o    As a fundamental  policy, with respect to 50% of its total assets, the Fund
     will not purchase a security of any issuer  (other than cash items and U.S.
     government  securities,  as defined in the 1940 Act) if such purchase would
     cause the Fund's  holdings  of that issuer to amount to more than 5% of the
     Fund's total assets.

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

o    The Fund reserves the right to become a diversified company by limiting the
     investments in which more than 5% of its total assets are invested.

INDUSTRY CONCENTRATION

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

PORTFOLIO TURNOVER

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

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

ILLIQUID INVESTMENTS

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

BORROWING AND LENDING

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

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

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

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

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       4
<PAGE>

ADDITIONAL RISK FACTORS

INVESTMENTS IN SMALLER COMPANIES

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

The Fund may invest in companies that have  relatively  small  revenues,  have a
small  share of the market for their  products  or  services,  or have  limilted
geographic or product  markets.  Small  companies may lack depth of  management,
they may be  unable  to  generate  internally  funds  necessary  for  growth  or
potential  development or to generate such funds through  external  financing on
favorable terms, or they may be developing or marketing new products or services
for which markets are not yet established and may never become  established.  In
addition,  such companies may be  insignificant  factors in their industries and
may become subject to intense  competition from larger companies.  Securities of
small  companies held by the Fund may have limited  trading  markets that may be
subject to wide price  fluctuations.  Investments  in such  companies tend to be
more volatile and somewhat more speculative.

SPECIAL SITUATIONS

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

FOREIGN SECURITIES

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

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

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

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

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

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

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

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

HIGH-YIELD/HIGH-RISK SECURITIES

High-yield/high-risk  securities  (or "junk"  bonds) are debt  securities  rated
below  investment  grade by the primary rating  agencies  (Standard & Poor's and
Moody's).  The Fund expects that its holdings of lower  quality  securities,  if
any,  will  consist  primarily  of  bonds  rated  in the  highest  two  tiers of
noninvestment grade securities.

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

See Appendix A for risks associated with certain other investments.

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

PERFORMANCE TERMS

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

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

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

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       6
<PAGE>

SHAREHOLDER'S MANUAL

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

HOW TO GET IN TOUCH WITH JANUS

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

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

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

TYPES OF ACCOUNT OWNERSHIP

If you are investing for the first time,  you will need to establish an account.
You can establish the following  types of accounts by completing the New Account
Application included with this Prospectus.

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

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

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

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

RETIREMENT ACCOUNTS

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

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

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

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

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

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

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       7
<PAGE>

HOW TO OPEN YOUR JANUS ACCOUNT

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

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

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

INVESTOR SERVICE CENTERS

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

MINIMUM INVESTMENT POLICIES

ACCOUNTS ESTABLISHED AFTER FEBRUARY 18, 1996

Any account  opened  after  February  18,  1996,  must meet  minimum  investment
requirements described at page 7.

ACCOUNTS ESTABLISHED ON OR BEFORE FEBRUARY 18, 1996

o    The minimum investment  requirement  remains at $1,000 ($250 for retirement
     accounts and UGMA/UTMA accounts) for these accounts only.

o    There is no minimum initial  investment  requirement for Automatic  Monthly
     Investment Program  participants that continue to make subsequent automatic
     investments of at least $50.

o    Subsequent investments (other than automatic monthly investments) must meet
     the $100 minimum.

ALL ACCOUNTS

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

HOW TO PURCHASE SHARES

PAYING FOR SHARES

When  you  purchase  shares,  your  request  will be  processed  at the next NAV
calculated after your order is received and accepted. Please note the following:

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

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

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

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

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

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

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

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

BY MAIL

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

BY TELEPHONE

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

BY WIRE

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

AUTOMATIC INVESTMENT PROGRAMS

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

o    AUTOMATIC MONTHLY INVESTMENT PROGRAM
     You  select  the day each month  that your  money  ($100  minimum)  will be
     electronically transferred from your bank account


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       8
<PAGE>

     to your Fund account.  To establish  this option,  complete the  "Automatic
     Monthly  Investment  Program"  section  on the  application  and  attach  a
     "voided" check or deposit slip from your bank account. If your Fund account
     is already  established,  call  1-800-525-3713  to request the  appropriate
     form.

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

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

HOW TO EXCHANGE SHARES

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

IN WRITING

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

BY TELEPHONE

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

BY SYSTEMATIC EXCHANGE

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

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

EXCHANGE POLICIES

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

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

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

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

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

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

o    The Funds reserve the right to reject any exchange request and to modify or
     terminate the exchange privilege at any time.

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

QUICK ADDRESS AND TELEPHONE REFERENCE

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

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

IN WRITING

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

BY TELEPHONE

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

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

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

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

PAYMENT OF REDEMPTION PROCEEDS

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       9
<PAGE>

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

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

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

WRITTEN INSTRUCTIONS

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

o the name of the Fund,
o the account number,
o the amount of money or number of shares being redeemed,
o the name(s) on the account,
o the signature(s) of all registered account owners, and
o your daytime telephone number.

o    SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

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

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

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

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

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

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

PRICING OF FUND SHARES

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

SIGNATURE GUARANTEE

In  addition  to the  signature  requirements,  A  SIGNATURE  GUARANTEE  IS ALSO
REQUIRED if any of the following is applicable:

o    The redemption exceeds $100,000.

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

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

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

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

HOW TO OBTAIN A SIGNATURE GUARANTEE

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

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       10
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))

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

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

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

TAXPAYER IDENTIFICATION NUMBER

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

SHARE CERTIFICATES

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

INVOLUNTARY REDEMPTION

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

TELEPHONE TRANSACTIONS

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

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

TEMPORARY SUSPENSION OF SERVICES

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

ADDRESS CHANGES

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

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

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

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       11
<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

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

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

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

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

PORTFOLIO MANAGER

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

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

PERSONAL INVESTING

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


BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

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

The actual management fee paid by the Fund for the fiscal year ended October 31,
1995, was .69% of the value of the Fund's average daily net assets, which may be
higher than the management fee paid by most other mutual funds.  The Fund incurs
expenses not assumed by Janus  Capital,  including  transfer agent and custodian
fees and  expenses,  legal and  auditing  fees,  printing  and mailing  costs of
sending reports and other information to existing shareholders,  and independent
Trustees' fees and expenses. Janus Capital will reduce its management fee to the
extent that Fund expenses exceed  regulatory  limits imposed by state securities
regulators.


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       12
<PAGE>

PORTFOLIO TRANSACTIONS

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

OTHER SERVICE PROVIDERS

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

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

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

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

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

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

OTHER INFORMATION

ORGANIZATION

The Trust is a "mutual  fund" that was  organized  as a  Massachusetts  business
trust on February 11, 1986.  A mutual fund is an  investment  vehicle that pools
money from  numerous  investors  and  invests  the money to achieve a  specified
objective.  As of the date of this  Prospectus,  the Trust  offers  18  separate
series, three of which currently offer two classes of shares.

SHAREHOLDER MEETINGS

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

SIZE OF THE FUND

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

MASTER/FEEDER OPTION

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       13
<PAGE>

DISTRIBUTIONS AND TAXES

- --------------------------------------------------------------------------------
DISTRIBUTIONS

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

HOW DISTRIBUTIONS AFFECT THE FUND'S NAV

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

"BUYING A DIVIDEND"

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

DISTRIBUTION OPTIONS

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

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

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

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

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

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

TAXES

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

TAXES ON DISTRIBUTIONS

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

TAXATION OF THE FUND

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

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       14
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       15
<PAGE>

the Treasury,  others are supported by the  discretionary  authority of the U.S.
government to purchase the agency's obligations and others are supported only by
the credit of the sponsoring agency.

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

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

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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

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


JANUS MERCURY FUND PROSPECTUS                                  FEBRUARY 18, 1996
                                       16
<PAGE>

CONTENTS

THE FUND AT A GLANCE
Brief description of the Fund .............................................    1
EXPENSE INFORMATION
The Fund's annual operating expenses ......................................    1
Financial Highlights - a summary of financial data ........................    2
THE FUND IN DETAIL
The Fund's Investment Objective and Policies ..............................    3
General Portfolio Policies ................................................    4
Additional Risk Factors ...................................................    5
PERFORMANCE TERMS
An explanation of performance terms .......................................    6
SHAREHOLDER'S MANUAL
Types of Account Ownership ................................................    7
How to Open Your Janus Account ............................................    8
Minimum Investment Policies ...............................................    8
How to Purchase Shares ....................................................    8
How to Exchange Shares ....................................................    9
How to Redeem Shares ......................................................    9
  SHAREHOLDER SERVICES AND ACCOUNT POLICIES
JETS(R) ...................................................................   11
Transactions Through Processing Organizations .............................   11
Taxpayer Identification Number ............................................   11
Share Certificates ........................................................   11
Involuntary Redemption ....................................................   11
Telephone Transactions ....................................................   11
Making Changes to Your Account ............................................   11
Statements and Reports ....................................................   11
MANAGEMENT OF THE FUND
Investment Adviser and Portfolio Manager ..................................   12
Management Expenses .......................................................   12
Portfolio Transactions ....................................................   13
Other Service Providers ...................................................   13
Other Information .........................................................   13
DISTRIBUTIONS AND TAXES
Distributions .............................................................   14
Taxes .....................................................................   14
APPENDIX A
Glossary of Investment Terms ..............................................   15



                                     [LOGO]

                              JANUS WORLDWIDE FUND

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

                               February 18, 1996


Janus  Worldwide  Fund (the "Fund") is a no-load,  diversified  mutual fund that
seeks  long-term  growth of capital by investing  primarily in common  stocks of
foreign and domestic issuers.

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

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

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

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

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


<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

The investment  objective of the Fund is long-term growth of capital in a manner
consistent with the preservation of capital.

PRIMARY HOLDINGS:

A diversified fund that pursues its objective  primarily through  investments in
common stocks of foreign and domestic issuers.

SHAREHOLDER'S INVESTMENT HORIZON:

The Fund is designed for long-term  investors who seek growth of capital and who
can  tolerate  the greater  risks  associated  with  investments  in foreign and
domestic common stocks. The Fund is not designed as a short-term trading vehicle
and should not be relied upon for short-term financial needs.

FUND ADVISER:

Janus Capital  Corporation  ("Janus  Capital")  serves as the Fund's  investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages more than $30 billion in assets.

FUND MANAGER:

Helen Young Hayes

FUND INCEPTION:

May 1991


EXPENSE INFORMATION

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

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

SHAREHOLDER TRANSACTION EXPENSES

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

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


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

- --------------------------------------------------------------------------------
Management Fee                      0.68%
Other Expenses                      0.56%
Total Fund Operating Expenses       1.24%
- --------------------------------------------------------------------------------
(1) The  information  in the table  above is based on  expenses  before  expense
offset arrangements for the fiscal period ended October 31, 1995.


EXAMPLE

                                             1 Year   3 Years  5 Years  10 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund 
returns 5% annually and its expense 
ratio remains as listed above. This 
example shows the operating expenses 
that you would indirectly bear as an
investor in the Fund.                          $13      $39     $68      $150
- --------------------------------------------------------------------------------


THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       1
<PAGE>

FINANCIAL HIGHLIGHTS

The  information  below is for fiscal  periods ending on October 31 of each year
and has been  audited by the  accounting  firm of Price  Waterhouse  LLP.  Their
report is  included  in the  Fund's  Annual  Report,  which is  incorporated  by
reference into the SAI.  Expense and income ratios and portfolio  turnover rates
have been  annualized  for  periods  of less than one year.  Total  returns  for
periods of less than one year are not annualized.

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


UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

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

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

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

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

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

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       2
<PAGE>

THE FUND IN DETAIL

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

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

INVESTMENT OBJECTIVE

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

TYPES OF INVESTMENTS

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

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

The Fund may invest  without limit in foreign  equity and debt  securities.  The
Fund may use  options,  futures  and  other  types of  derivatives  for  hedging
purposes or as a means of enhancing  return.  See  "Additional  Risk Factors" on
page 5. The Fund may purchase  securities on a when-issued,  delayed delivery or
forward commitment basis.

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

HOW ARE COMMON STOCKS SELECTED?

The Fund may  invest  substantially  all of its  assets in common  stocks to the
extent its  portfolio  manager  believes  that the relevant  market  environment
favors profitable investing in those securities. The portfolio manager generally
takes a "bottom up" approach to building  the  portfolio.  In other  words,  the
manager seeks to identify  individual  companies with earnings growth  potential
that may not be recognized by the market at large. Although themes may emerge in
the Fund,  securities  are  generally  selected  without  regard to any  defined
industry sector or other similarly defined selection  procedure.  Realization of
income is not a significant investment consideration. Any income realized on the
Fund's investments will be incidental to its objective.

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally,  yes. The portfolio  manager  seeks  companies  with earnings  growth
potential on a worldwide  basis,  regardless of country of organization or place
of principal business  activity.  Foreign securities are generally selected on a
stock-by-stock basis without regard to any defined allocation among countries or
geographic  regions.  However,  certain  factors  such  as  expected  levels  of
inflation,  government policies influencing business conditions, the outlook for
currency  relationships,  and  prospects  for economic  growth among  countries,
regions or  geographic  areas may warrant  greater  consideration  in  selecting
foreign  stocks.  The Fund may invest without limit in foreign  securities.  See
"Additional Risk Factors" on page 5.

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

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?

The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and/or  economic  conditions.  Historically,  common stocks have provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both 


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       3
<PAGE>

more volatile and more speculative. See "Additional Risk Factors" on page 5.

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

HOW DOES THE FUND TRY TO REDUCE RISK?

Diversification of the Fund's assets reduces the effect of any single holding on
its overall  portfolio value.  The Fund may also use futures,  options and other
derivative  instruments  to protect the portfolio  from  movements in securities
prices and interest rates.  The Fund may also use a variety of currency  hedging
techniques,  including forward currency contracts,  to manage exchange rate risk
when investing  directly in foreign  markets.  See "Additional  Risk Factors" on
page 5. In addition,  to the extent that the Fund holds a larger cash  position,
it may not  participate  in  market  declines  to the same  extent  as if it had
remained fully invested in common stock.

GENERAL PORTFOLIO POLICIES

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

DIVERSIFICATION

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

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

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

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

INDUSTRY CONCENTRATION

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

PORTFOLIO TURNOVER

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

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

ILLIQUID INVESTMENTS

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

BORROWING AND LENDING

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

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

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

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       4
<PAGE>

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

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

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

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

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

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

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

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

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

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

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

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

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

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

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

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

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

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

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       5
<PAGE>

HIGH-YIELD/HIGH-RISK SECURITIES

High-yield/high-risk  securities  (or "junk"  bonds) are debt  securities  rated
below  investment  grade by the primary rating  agencies  (Standard & Poor's and
Moody's).  The Fund expects that its holdings of lower  quality  securities,  if
any,  will  consist  primarily  of  bonds  rated  in the  highest  two  tiers of
noninvestment grade securities.

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

SPECIAL SITUATIONS

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

See Appendix A for risks associated with certain other investments.

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

PERFORMANCE TERMS

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

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

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       6
<PAGE>

SHAREHOLDER'S MANUAL

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

HOW TO GET IN TOUCH WITH JANUS

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

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

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


TYPES OF ACCOUNT OWNERSHIP

If you are investing for the first time,  you will need to establish an account.
You can establish the following  types of accounts by completing the New Account
Application included with this Prospectus.

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

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

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

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


RETIREMENT ACCOUNTS

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

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

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

o    Individual  Retirement Account ("IRA"): An IRA allows individuals under the
     age of 70 1/2 with earned  income to  contribute up to the lesser of $2,000
     or 100% of  compensation  annually.  Please  refer to the  Janus  Funds IRA
     booklet for complete information regarding IRAs.

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

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       7
<PAGE>

HOW TO OPEN YOUR JANUS ACCOUNT

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

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

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

INVESTOR SERVICE CENTERS

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

MINIMUM INVESTMENT POLICIES

ACCOUNTS ESTABLISHED AFTER FEBRUARY 18, 1996

Any account  opened  after  February  18,  1996,  must meet  minimum  investment
requirements described at page 7.

ACCOUNTS ESTABLISHED ON OR BEFORE FEBRUARY 18, 1996

o    The minimum investment  requirement  remains at $1,000 ($250 for retirement
     accounts and UGMA/UTMA accounts) for these accounts only.

o    There is no minimum initial  investment  requirement for Automatic  Monthly
     Investment Program  participants that continue to make subsequent automatic
     investments of at least $50.

o    Subsequent investments (other than automatic monthly investments) must meet
     the $100 minimum.

ALL ACCOUNTS

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

HOW TO PURCHASE SHARES

PAYING FOR SHARES

When  you  purchase  shares,  your  request  will be  processed  at the next NAV
calculated after your order is received and accepted. Please note the following:

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

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

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

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

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

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

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

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

BY MAIL

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

BY TELEPHONE

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

BY WIRE

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

AUTOMATIC INVESTMENT PROGRAMS

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

o    AUTOMATIC MONTHLY INVESTMENT PROGRAM
     You  select  the day each month  that your  money  ($100  minimum)  will be
     electronically transferred from your bank account


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                      8
<PAGE>

     to your Fund account.  To establish  this option,  complete the  "Automatic
     Monthly  Investment  Program"  section  on the  application  and  attach  a
     "voided" check or deposit slip from your bank account. If your Fund account
     is already  established,  call  1-800-525-3713  to request the  appropriate
     form.

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

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

HOW TO EXCHANGE SHARES

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

IN WRITING

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

BY TELEPHONE

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

BY SYSTEMATIC EXCHANGE

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

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

EXCHANGE POLICIES

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

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

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

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

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

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

o    The Funds reserve the right to reject any exchange request and to modify or
     terminate the exchange privilege at any time.

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

QUICK ADDRESS AND TELEPHONE REFERENCE

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

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

IN WRITING

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

BY TELEPHONE

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

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

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

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

PAYMENT OF REDEMPTION PROCEEDS

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       9
<PAGE>

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

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

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

WRITTEN INSTRUCTIONS

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

     o the name of the Fund,
     o the account number,
     o the amount of money or number of shares being redeemed,
     o the name(s) on the account,
     o the signature(s) of all registered account owners, and
     o your daytime telephone number.

o    SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

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

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

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

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

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

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

PRICING OF FUND SHARES

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

SIGNATURE GUARANTEE

In  addition  to the  signature  requirements,  A  SIGNATURE  GUARANTEE  IS ALSO
REQUIRED if any of the following is applicable:

o    The redemption exceeds $100,000.

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

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

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

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

HOW TO OBTAIN A SIGNATURE GUARANTEE

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       10
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))

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

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

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

TAXPAYER IDENTIFICATION NUMBER

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

SHARE CERTIFICATES

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

INVOLUNTARY REDEMPTION

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

TELEPHONE TRANSACTIONS

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

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

TEMPORARY SUSPENSION OF SERVICES

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

ADDRESS CHANGES

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

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       11
<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

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

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

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

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

PORTFOLIO MANAGER

Helen Young Hayes is Executive Vice President and portfolio manager of the Fund,
which she has managed or co-managed since its inception.  Ms. Hayes joined Janus
Capital in 1987 and has also managed Janus  Overseas  Fund since its  inception.
She  holds a  Bachelor  of Arts  in  Economics  from  Yale  University  and is a
Chartered Financial Analyst.

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

PERSONAL INVESTING

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


BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

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

The actual management fee paid by the Fund for the fiscal year ended October 31,
1995,  was .68% of the value of the Fund's  average  daily net assets.  The Fund
incurs  expenses  not assumed by Janus  Capital,  including  transfer  agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of  sending  reports  and  other  information  to  existing  shareholders,   and
independent  Trustees'  fees  and  expenses.   Janus  Capital  will  reduce  its
management fee to the extent that Fund expenses exceed regulatory limits imposed
by state securities regulators.


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       12
<PAGE>

PORTFOLIO TRANSACTIONS

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

OTHER SERVICE PROVIDERS

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

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

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

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

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

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

OTHER INFORMATION

ORGANIZATION

The Trust is a "mutual  fund" that was  organized  as a  Massachusetts  business
trust on February 11, 1986.  A mutual fund is an  investment  vehicle that pools
money from  numerous  investors  and  invests  the money to achieve a  specified
objective.  As of the date of this  Prospectus,  the Trust  offers  18  separate
series, three of which currently offer two classes of shares.

SHAREHOLDER MEETINGS

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

SIZE OF THE FUND

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

MASTER/FEEDER OPTION

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       13
<PAGE>

DISTRIBUTIONS AND TAXES

- --------------------------------------------------------------------------------
DISTRIBUTIONS

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

HOW DISTRIBUTIONS AFFECT A FUND'S NAV

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

"BUYING A DIVIDEND"

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

DISTRIBUTION OPTIONS

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

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

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

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

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

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

TAXES

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

TAXES ON DISTRIBUTIONS

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

TAXATION OF THE FUND

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       14
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       15
<PAGE>

the Treasury,  others are supported by the  discretionary  authority of the U.S.
government to purchase the agency's obligations and others are supported only by
the credit of the sponsoring agency.

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

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

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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

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


JANUS WORLDWIDE FUND PROSPECTUS                                FEBRUARY 18, 1996
                                       16
<PAGE>

CONTENTS

THE FUND AT A GLANCE
Brief description of the Fund .............................................    1
EXPENSE INFORMATION
The Fund's annual operating expenses ......................................    1
Financial Highlights - a summary of financial data ........................    2
THE FUND IN DETAIL
The Fund's Investment Objective and Policies ..............................    3
General Portfolio Policies ................................................    4
Additional Risk Factors ...................................................    5
PERFORMANCE TERMS
An explanation of performance terms .......................................    6
SHAREHOLDER'S MANUAL
Types of Account Ownership ................................................    7
How to Open Your Janus Account ............................................    8
Minimum Investment Policies ...............................................    8
How to Purchase Shares ....................................................    8
How to Exchange Shares ....................................................    9
How to Redeem Shares ......................................................    9
  SHAREHOLDER SERVICES AND ACCOUNT POLICIES
JETS(R) ...................................................................   11
Transactions Through Processing Organizations .............................   11
Taxpayer Identification Number ............................................   11
Share Certificates ........................................................   11
Involuntary Redemption ....................................................   11
Telephone Transactions ....................................................   11
Making Changes to Your Account ............................................   11
Statements and Reports ....................................................   11
MANAGEMENT OF THE FUND
Investment Adviser and Portfolio Manager ..................................   12
Management Expenses .......................................................   12
Portfolio Transactions ....................................................   13
Other Service Providers ...................................................   13
Other Information .........................................................   13
DISTRIBUTIONS AND TAXES
Distributions .............................................................   14
Taxes .....................................................................   14
APPENDIX A
Glossary of Investment Terms ..............................................   15


                                     [LOGO]
                              JANUS OVERSEAS FUND

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

                               February 18, 1996


Janus  Overseas  Fund (the  "Fund") is a no-load,  diversified  mutual fund that
seeks  long-term  growth of capital by investing  primarily in common  stocks of
foreign issuers.

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

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

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

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

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


<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

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

PRIMARY HOLDINGS:

A  diversified  fund that pursues its  investment  objective  primarily  through
investments in common stocks of issuers located outside the United States.

SHAREHOLDER'S INVESTMENT HORIZON:

The Fund is  designed  for  investors  who seek  growth of  capital  and who can
tolerate the greater  risks  associated  with  investments  in common  stocks of
foreign  issuers.  The Fund is not designed as a short-term  trading vehicle and
should not be relied upon for short-term financial needs.

FUND ADVISER:

Janus Capital  Corporation  ("Janus  Capital")  serves as the Fund's  investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages more than $30 billion in assets.

FUND MANAGER:

Helen Young Hayes

FUND INCEPTION:

May 1994


EXPENSE INFORMATION

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

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

SHAREHOLDER TRANSACTION EXPENSES

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

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


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

- --------------------------------------------------------------------------------
Management Fee                      0.85%
Other Expenses                      0.91%
Total Fund Operating Expenses       1.76%
- --------------------------------------------------------------------------------
(1) The  information  in the  table  above is based on  expenses  before  offset
arrangements for the fiscal period ended October 31, 1995.


EXAMPLE

                                            1 Year   3 Years  5 Years  10 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund 
returns 5% annually and its expense 
ratio remains as listed above. This 
example shows the operating expenses 
that you would indirectly bear as an
investor in the Fund.                        $18      $55     $95      $207
- --------------------------------------------------------------------------------


THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       1
<PAGE>

FINANCIAL HIGHLIGHTS

The information below is for the fiscal period ending on October 31 of each year
and has been  audited by the  accounting  firm of Price  Waterhouse  LLP.  Their
report is  included  in the  Fund's  Annual  Report,  which is  incorporated  by
reference into the SAI.  Expense and income ratios and portfolio  turnover rates
have been  annualized  for  periods  of less than one year.  Total  returns  for
periods of less than one year are not annualized.

                                                         1995          1994(1)
- --------------------------------------------------------------------------------
 1. Net asset value, beginning of period               $10.36          $10.00
    Income from investment operations:
 2. Net investment income (loss)                         0.12           (0.02)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                       1.10            0.38
 4. Total from investment operations                     1.22            0.36
    Less distributions:
 5. Dividends (from net investment income)               --              --
 6. Distributions (from capital gains)                   --              --
 7. Total distributions                                  --              --
 8. Net asset value, end of period                     $11.58          $10.36
 9. Total return                                        11.78%           3.60%
10. Net assets, end of period (in millions)            $  111          $   64
11. Ratio of expenses to average net assets              1.76%(2)        2.16%
12. Ratio of net investment income
    to average net assets                                0.36%          (0.64%)
13. Portfolio turnover rate                               188%            181%
- --------------------------------------------------------------------------------
(1) Fiscal period from May 2, 1994 (inception) to October 31, 1994.
(2) The Fund's expenses may be reduced through the use of brokerage  commissions
and uninvested cash balances  earning  interest with the Fund's  custodian.  The
expense  ratio for the fiscal  period ended  October 31, 1995,  does not reflect
expense reductions, which reduced the expense ratio to 1.73%.


UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

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

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

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

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

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

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

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


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       2
<PAGE>

THE FUND IN DETAIL

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

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

INVESTMENT OBJECTIVE

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

TYPES OF INVESTMENTS

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

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

The Fund may use  options,  futures and other types of  derivatives  for hedging
purposes or as a means of enhancing  return.  See  "Additional  Risk Factors" on
page 5. The Fund may purchase  securities on a when-issued,  delayed delivery or
forward commitment basis.

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

HOW ARE COMMON STOCKS SELECTED?

The Fund may invest  substantially all of its assets in common stocks of foreign
issuers to the extent its portfolio  manager  believes that the relevant  market
environment  favors  profitable  investing in those  securities.  The  portfolio
manager  generally  takes a "bottom up" approach to building the  portfolio.  In
other words,  the manager seeks to identify  individual  companies with earnings
growth potential that may not be recognized by the market at large regardless of
country of organization or place of principal business activity. Although themes
may emerge in the Fund,  securities are generally selected without regard to any
defined allocation among countries,  geographic regions or industry sectors,  or
other  similarly  defined  selection  procedure.  Realization of income is not a
significant  investment  consideration.   Any  income  realized  on  the  Fund's
investments will be incidental to its objective.

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

DOES THE FUND'S EMPHASIS ON FOREIGN STOCKS CREATE SPECIAL CONSIDERATIONS?

Certain  factors  such as  expected  levels of  inflation,  government  policies
influencing business  conditions,  the outlook for currency  relationships,  and
prospects for economic growth among  countries,  regions or geographic areas may
warrant  greater   consideration  in  selecting  foreign  stocks.  In  addition,
investing  primarily in foreign issuers may involve greater risks than investing
in  domestic  issuers.  See  "Additional  Risk  Factors" on page 5. The Fund may
invest without limit in foreign securities.

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

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?

The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and/or  economic  conditions.  Historically,  common stocks have provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on page 5.


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       3
<PAGE>

HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?

Diversification  is a means of reducing  risk by investing a fund's  assets in a
broad  range of stocks or other  securities.  A  "non-diversified"  fund has the
ability to take larger  positions  in a smaller  number of issuers.  Because the
appreciation  or depreciation of a single stock may have a greater impact on the
NAV of a nondiversified  fund, its share price can be expected to fluctuate more
than a comparable diversified fund.

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

HOW DOES THE FUND TRY TO REDUCE RISK?

Diversification of the Fund's assets reduces the effect of any single holding on
its overall  portfolio value.  The Fund may also use futures,  options and other
derivative  instruments  to protect the portfolio  from  movements in securities
prices and interest rates.  The Fund may also use a variety of currency  hedging
techniques,  including forward currency contracts,  to manage exchange rate risk
when investing  directly in foreign  markets.  See "Additional  Risk Factors" on
page 5. In addition,  to the extent that the Fund holds a larger cash  position,
it may not  participate  in  market  declines  to the same  extent  as if it had
remained fully invested in common stocks.

GENERAL PORTFOLIO POLICIES

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

DIVERSIFICATION

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

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

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

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

INDUSTRY CONCENTRATION

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

PORTFOLIO TURNOVER

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

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

ILLIQUID INVESTMENTS

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

BORROWING AND LENDING

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

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

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

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

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


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       4
<PAGE>

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

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

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

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

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

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

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

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

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

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

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

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

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

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

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

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

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

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

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

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


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       5
<PAGE>

return due to the opportunity  losses of foregoing  other potential  investments
with the segregated assets.

HIGH-YIELD/HIGH-RISK SECURITIES

High-yield/high-risk  securities  (or "junk"  bonds) are debt  securities  rated
below  investment  grade by the primary rating  agencies  (Standard & Poor's and
Moody's).  The Fund expects that its holdings of lower  quality  securities,  if
any,  will  consist  primarily  of  bonds  rated  in the  highest  two  tiers of
noninvestment grade securities.

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

SPECIAL SITUATIONS

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

See Appendix A for risk associated with certain other investments.

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

PERFORMANCE TERMS

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

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

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

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


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       6
<PAGE>

SHAREHOLDER'S MANUAL

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

HOW TO GET IN TOUCH WITH JANUS

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

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

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

TYPES OF ACCOUNT OWNERSHIP

If you are investing for the first time,  you will need to establish an account.
You can establish the following  types of accounts by completing the New Account
Application included with this Prospectus.

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

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

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

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

RETIREMENT ACCOUNTS

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

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

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

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

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

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

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


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       7
<PAGE>

HOW TO OPEN YOUR JANUS ACCOUNT

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

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

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

INVESTOR SERVICE CENTERS

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

MINIMUM INVESTMENT POLICIES

ACCOUNTS ESTABLISHED AFTER FEBRUARY 18, 1996

Any account  opened  after  February  18,  1996,  must meet  minimum  investment
requirements described at page 7.

ACCOUNTS ESTABLISHED ON OR BEFORE FEBRUARY 18, 1996

o    The minimum investment  requirement  remains at $1,000 ($250 for retirement
     accounts and UGMA/UTMA accounts) for these accounts only.

o    There is no minimum initial  investment  requirement for Automatic  Monthly
     Investment Program  participants that continue to make subsequent automatic
     investments of at least $50.

o    Subsequent investments (other than automatic monthly investments) must meet
     the $100 minimum.

ALL ACCOUNTS

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

HOW TO PURCHASE SHARES

PAYING FOR SHARES

When  you  purchase  shares,  your  request  will be  processed  at the next NAV
calculated after your order is received and accepted. Please note the following:

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

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

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

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

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

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

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

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

BY MAIL

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

BY TELEPHONE

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

BY WIRE

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

AUTOMATIC INVESTMENT PROGRAMS

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

o    AUTOMATIC MONTHLY INVESTMENT PROGRAM
     You  select  the day each month  that your  money  ($100  minimum)  will be
     electronically transferred from your bank account


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       8
<PAGE>

     to your Fund account.  To establish  this option,  complete the  "Automatic
     Monthly  Investment  Program"  section  on the  application  and  attach  a
     "voided" check or deposit slip from your bank account. If your Fund account
     is already  established,  call  1-800-525-3713  to request the  appropriate
     form.

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

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

HOW TO EXCHANGE SHARES

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

IN WRITING

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

BY TELEPHONE

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

BY SYSTEMATIC EXCHANGE

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

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

EXCHANGE POLICIES

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

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

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

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

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

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

o    The Funds reserve the right to reject any exchange request and to modify or
     terminate the exchange privilege at any time.

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

QUICK ADDRESS AND TELEPHONE REFERENCE

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

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

IN WRITING

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

BY TELEPHONE

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

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

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

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

PAYMENT OF REDEMPTION PROCEEDS

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


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       9
<PAGE>

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

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

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

WRITTEN INSTRUCTIONS

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

     o the name of the Fund,
     o the account number,
     o the amount of money or number of shares being redeemed,
     o the name(s) on the account,
     o the signature(s) of all registered account owners, and
     o your daytime telephone number.

o    SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

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

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

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

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

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

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

PRICING OF FUND SHARES

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

SIGNATURE GUARANTEE

In  addition  to the  signature  requirements,  A  SIGNATURE  GUARANTEE  IS ALSO
REQUIRED if any of the following is applicable:

o    The redemption exceeds $100,000.

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

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

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

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

HOW TO OBTAIN A SIGNATURE GUARANTEE

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

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


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       10
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))

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

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

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

TAXPAYER IDENTIFICATION NUMBER

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

SHARE CERTIFICATES

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

INVOLUNTARY REDEMPTION

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

TELEPHONE TRANSACTIONS

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

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

TEMPORARY SUSPENSION OF SERVICES

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

ADDRESS CHANGES

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

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

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

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


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       11
<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

Janus  Capital,  100  Fillmore  Street,  Denver,  Colorado  80206-4923,  is  the
investment adviser to the Fund and is responsible for the day-to-day  management
of its investment portfolio and other business affairs.

Janus  Capital has served as investment  adviser to certain  series of the Trust
since 1970 and currently serves as investment adviser to all of the Janus funds,
as well  as  adviser  or  subadviser  to  other  mutual  funds  and  individual,
corporate, charitable and retirement accounts.

Kansas City Southern  Industries,  Inc.  ("KCSI") owns  approximately 83% of the
outstanding  voting stock of Janus  Capital,  most of which it acquired in 1984.
KCSI is a publicly traded holding company whose primary subsidiaries are engaged
in  transportation,  information  processing and financial  services.  Thomas H.
Bailey, President and Chairman of the Board of Janus Capital, owns approximately
12% of its voting stock and, by agreement with KCSI, selects a majority of Janus
Capital's Board.

Janus Capital  furnishes  continuous advice and  recommendations  concerning the
Fund's  investments.   Janus  Capital  also  furnishes  certain  administrative,
compliance  and  accounting  services for the Fund, and may be reimbursed by the
Fund for its costs in  providing  those  services.  In addition,  Janus  Capital
employees serve as officers of the Trust and Janus Capital provides office space
for the Fund and pays the  salaries,  fees and expenses of all Fund officers and
those Trustees who are affiliated with Janus Capital.

PORTFOLIO MANAGER

Helen Young Hayes is Executive Vice President and portfolio manager of the Fund,
which she has managed  since its  inception.  Ms. Hayes joined Janus  Capital in
1987  and has  also  managed  or  co-managed  Janus  Worldwide  Fund  since  its
inception. She holds a Bachelor of Arts in Economics from Yale University and is
a Chartered Financial Analyst.

- --------------------------------------------------------------------------------

PERSONAL INVESTING

Janus  Capital  permits  investment  and other  personnel  to purchase  and sell
securities for their own accounts,  subject to Janus Capital's  policy governing
personal  investing.  Janus  Capital's  policy  requires  investment  and  other
personnel to conduct their personal investment activities in a manner that Janus
Capital  believes  is not  detrimental  to the  Fund or  Janus  Capital's  other
advisory clients. See the SAI for more detailed information.


BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

The Fund pays Janus  Capital a  management  fee which is accrued  daily and paid
monthly.  The advisory agreement with the Fund spells out the management fee and
other  expenses  that the Fund must pay.  The  Fund's  management  fee  schedule
(expressed as an annual rate) is set out in the chart below.

Average Daily Net          Annual Rate
Assets of Fund             Percentage (%)
- ----------------------------------------
First $ 30 Million         1.00%
Next $270 Million           .75%
Next $200 Million           .70%
Next $500 Million           .65%
- ----------------------------------------

The actual management fee paid by the Fund for the fiscal year ended October 31,
1995,  was .85% of the value of the Fund's  average  daily net assets.  The Fund
incurs  expenses  not assumed by Janus  Capital,  including  transfer  agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of  sending  reports  and  other  information  to  existing  shareholders,   and
independent  Trustees'  fees  and  expenses.   Janus  Capital  will  reduce  its
management fee to the extent that Fund expenses exceed regulatory limits imposed
by state securities regulators.


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       12
<PAGE>

PORTFOLIO TRANSACTIONS

Purchases  and  sales of  securities  on  behalf  of the Fund  are  executed  by
broker-dealers  selected by Janus  Capital.  Broker-dealers  are selected on the
basis of their  ability  to obtain  best  price  and  execution  for the  Fund's
transactions and recognizing brokerage,  research and other services provided to
the Fund and to Janus Capital.  Janus Capital may also consider payments made by
brokers  effecting  transactions  for the  Fund i) to the  Fund or ii) to  other
persons  on behalf of the Fund for  services  provided  to the Fund for which it
would be obligated to pay.  Janus Capital may also  consider  sales of shares of
the Fund as a factor in the  selection of  broker-dealers.  The Fund's  Trustees
have authorized Janus Capital to place portfolio transactions on an agency basis
with a broker-dealer  affiliated with Janus Capital.  When  transactions for the
Fund are effected with that  broker-dealer,  the commissions payable by the Fund
are credited against certain Fund operating  expenses.  The SAI further explains
the selection of broker-dealers.

OTHER SERVICE PROVIDERS

The following parties provide the Fund with administrative and other services.

Domestic Custodian
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64105

Foreign Custodian
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

Transfer Agent
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217

Distributor
Janus Distributors, Inc.
100 Fillmore Street
Denver, Colorado 80206

Janus  Service  Corporation  and  Janus  Distributors,   Inc.  are  wholly-owned
subsidiaries  of  Janus  Capital.   Investors   Fiduciary  Trust  Company  is  a
wholly-owned subsidiary of State Street Bank and Trust Company.

OTHER INFORMATION

ORGANIZATION

The Trust is a "mutual  fund" that was  organized  as a  Massachusetts  business
trust on February 11, 1986.  A mutual fund is an  investment  vehicle that pools
money from  numerous  investors  and  invests  the money to achieve a  specified
objective.  As of the date of this  Prospectus,  the Trust  offers  18  separate
series, three of which currently offer two classes of shares.

SHAREHOLDER MEETINGS

The Trust does not intend to hold annual shareholder meetings.  However, special
meetings may be called specifically for the Fund or for the Trust as a whole for
purposes such as electing or removing Trustees,  terminating or reorganizing the
Trust,  changing  fundamental  policies,  or for any other  purpose  requiring a
shareholder  vote under the 1940 Act.  Separate votes are taken by the Fund only
if a matter affects or requires the vote of just the Fund or the Fund's interest
in the matter differs from the interest of other  portfolios of the Trust.  As a
shareholder, you are entitled to one vote for each share that you own.

SIZE OF THE FUND

The  Fund  has no  present  plans  to  limit  its  size.  However,  the Fund may
discontinue sales of its shares if management  believes that continued sales may
adversely  affect the Fund's  ability to achieve its  investment  objective.  If
sales of the Fund are discontinued, it is expected that existing shareholders of
the Fund would be permitted  to continue to purchase  shares and to reinvest any
dividends or capital gains distributions, absent highly unusual circumstances.

MASTER/FEEDER OPTION

The Trust may in the future seek to achieve the Fund's  investment  objective by
investing all of the Fund's assets in another investment company having the same
investment   objective  and  substantially  the  same  investment  policies  and
restrictions  as those  applicable  to the Fund.  It is  expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the Fund. The  shareholders  of the Trust of record on April 30, 1992,
and the initial  shareholder(s)  of all series of the Trust  created after April
30, 1992, have voted to vest authority to use this  investment  structure in the
sole discretion of the Trustees.  No further approval of the shareholders of the
Fund is  required.  You will  receive at least 30 days' prior notice of any such
investment.  Such investment would be made only if the Trustees  determine it to
be in the best  interests  of the  Fund and its  shareholders.  In  making  that
determination  the Trustees will consider,  among other things,  the benefits to
shareholders  and/or the  opportunity  to reduce  costs and achieve  operational
efficiencies.  Although the Fund  believes that the Trustees will not approve an
arrangement that is likely to result in higher costs, no assurance is given that
costs will be materially reduced if this option is implemented.


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       13
<PAGE>

DISTRIBUTIONS AND TAXES

- --------------------------------------------------------------------------------
DISTRIBUTIONS

THE INTERNAL REVENUE CODE REQUIRES THE FUND TO DISTRIBUTE NET INCOME AND ANY NET
GAINS REALIZED BY ITS INVESTMENTS ANNUALLY. THE FUND'S INCOME FROM DIVIDENDS AND
INTEREST AND ANY NET REALIZED  SHORT-TERM CAPITAL GAINS ARE PAID TO SHAREHOLDERS
AS DIVIDENDS.  NET REALIZED  LONG-TERM GAINS ARE PAID TO SHAREHOLDERS AS CAPITAL
GAINS DISTRIBUTIONS.  DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS ARE DECLARED AND
PAID IN DECEMBER.

HOW DISTRIBUTIONS AFFECT A FUND'S NAV

Distributions are paid to shareholders as of the record date of the distribution
of the Fund,  regardless  of how long the shares have been held.  Dividends  and
capital gains  awaiting  distribution  are included in the Fund's daily NAV. The
share  price of the Fund  drops by the  amount of the  distribution,  net of any
subsequent market fluctuations.  As an example,  assume that on December 31, the
Fund  declared a dividend in the amount of $0.25 per share.  If the Fund's share
price was $10.00 on December  30, the Fund's share price on December 31 would be
$9.75, barring market fluctuations.

"BUYING A DIVIDEND"

If you purchase  shares of the Fund just before the  distribution,  you will pay
the full price for the shares and receive a portion of the  purchase  price back
as a taxable  distribution.  This is referred to as "buying a dividend."  In the
above  example,  if you bought shares on December 30, you would have paid $10.00
per share.  On December 31, the Fund would pay you $0.25 per share as a dividend
and your shares  would now be worth $9.75 per share.  Unless your account is set
up as a  tax-deferred  account,  dividends paid to you would be included in your
gross income for tax purposes,  even though you may not have participated in the
increase in NAV of the Fund, whether or not you reinvested the dividends.

DISTRIBUTION OPTIONS

When you open an account,  you must specify on your  application how you want to
receive your distributions.  You may change your distribution option at any time
by writing or calling 1-800-525-3713. The Fund offers the following options:

1.   Reinvestment  Option.  You may reinvest  your income  dividends and capital
     gains   distributions  in  additional  shares.   This  option  is  assigned
     automatically if no other choice is made.

2.   Cash  Option.  You may receive  your  income  dividends  and capital  gains
     distributions in cash.

3.   Reinvest And Cash Option.  You may receive either your income  dividends or
     capital  gains  distributions  in cash and reinvest the other in additional
     shares.

4.   Redirect Option. You may direct your dividends or capital gains to purchase
     shares of another Janus fund.

The Fund reserves the right to reinvest  undeliverable and uncashed dividend and
distribution checks that remain outstanding for six months in shares of the Fund
at the NAV next computed after the check is cancelled.  Subsequent distributions
may also be reinvested.

TAXES

As with any investment, you should consider the tax consequences of investing in
the Fund. The following  discussion  does not apply to  tax-deferred  retirement
accounts,  nor is it a complete  analysis  of the federal  tax  implications  of
investing  in  the  Fund.  You  may  wish  to  consult  your  own  tax  adviser.
Additionally,  state or local taxes may apply to your investment, depending upon
the laws of your state of residence.

TAXES ON DISTRIBUTIONS

Dividends  and  distributions  by the Fund are  subject to federal  income  tax,
regardless  of  whether  the  distribution  is made in  cash  or  reinvested  in
additional shares of the Fund. In certain states, a portion of the dividends and
distributions  (depending on the source of the Fund's income) may be exempt from
state and local taxes.  Information regarding the tax status of income dividends
and capital  gains  distributions  will be mailed to  shareholders  on or before
January 31st of each year.

TAXATION OF THE FUND

Dividends,  interest  and some  capital  gains  received  by the Fund on foreign
securities may be subject to tax withholding or other foreign taxes. Any foreign
taxes  paid by the Fund  will be  treated  as an  expense  to the Fund or passed
through to shareholders as a foreign tax credit,  depending on particular  facts
and  circumstances.  Tax conventions  between  certain  countries and the United
States may reduce or eliminate such taxes.

The Fund does not expect to pay any federal  income or excise  taxes  because it
intends  to meet  certain  requirements  of the  Internal  Revenue  Code.  It is
important  that the Fund meets these  requirements  so that any earnings on your
investment will not be taxed twice.


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       14
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

This  glossary  provides  a more  detailed  description  of some of the types of
securities  and other  instruments  in which the Fund may  invest.  The Fund may
invest in these instruments to the extent permitted by its investment  objective
and policies.  The Fund is not limited by this  discussion and may invest in any
other types of instruments not precluded by the policies discussed  elsewhere in
this  Prospectus.  Please  refer to the SAI for a more  detailed  discussion  of
certain instruments.

I. EQUITY AND DEBT SECURITIES

Bonds are debt  securities  issued by a  company,  municipality,  government  or
government agency. The issuer of a bond is required to pay the holder the amount
of the  loan  (or par  value)  at a  specified  maturity  and to make  scheduled
interest payments.

Commercial  paper is a short-term debt obligation with a maturity ranging from 1
to 270 days  issued by banks,  corporations  and other  borrowers  to  investors
seeking to invest idle cash. The Fund may purchase commercial paper issued under
Section 4(2) of the Securities Act of 1933.

Common stock  represents a share of ownership in a company,  and usually carries
voting rights and earns dividends.  Unlike preferred stock,  dividends on common
stock are not fixed but are declared at the  discretion of the issuer's board of
directors.

Convertible  securities are preferred  stocks or bonds that pay a fixed dividend
or interest  payment and are convertible  into common stock at a specified price
or conversion ratio.

Depositary receipts are receipts for shares of a foreign-based  corporation that
entitle the holder to dividends  and capital gains on the  underlying  security.
Receipts include those issued by domestic banks (American Depositary  Receipts),
foreign  banks  (Global or European  Depositary  Receipts)  and broker-  dealers
(depositary shares).

Fixed-income  securities are securities that pay a specified rate of return. The
term generally includes short- and long-term government, corporate and municipal
obligations  that pay a  specified  rate of  interest or coupons for a specified
period of time and  preferred  stock,  which  pays fixed  dividends.  Coupon and
dividend  rates  may be  fixed  for the  life of the  issue  or,  in the case of
adjustable and floating rate securities, for a shorter period.

High-yield/High-risk  securities are securities that are rated below  investment
grade by the primary rating agencies (BB or lower by Standard & Poor's and Ba or
lower by Moody's). Other terms commonly used to describe such securities include
"lower rated bonds," "noninvestment grade bonds" and "junk bonds."

Mortgage- and asset-backed securities are shares in a pool of mortgages or other
debt. These securities are generally pass-through  securities,  which means that
principal and interest  payments on the underlying  securities  (less  servicing
fees) are passed through to shareholders on a pro rata basis.  These  securities
involve  prepayment  risk,  which is the risk that the  underlying  mortgages or
other  debt may be  refinanced  or paid off  prior  to their  maturities  during
periods of declining  interest  rates.  In that case, the portfolio  manager may
have to reinvest the proceeds  from the  securities  at a lower rate.  Potential
market gains on a security  subject to prepayment  risk may be more limited than
potential  market  gains  on a  comparable  security  that  is  not  subject  to
prepayment risk.

Passive  foreign  investment  companies  ("PFICs") are any foreign  corporations
which generate  amounts of passive income or hold certain  amounts of assets for
the production of passive income.  Passive income includes dividends,  interest,
royalties,  rents and annuities.  Income tax regulations may require the Fund to
recognize  income  associated  with the PFIC prior to the actual  receipt of any
such income.

Preferred stock is a class of stock that generally pays dividends at a specified
rate and has  preference  over  common  stock in the  payment of  dividends  and
liquidation. Preferred stock generally does not carry voting rights.

Repurchase  agreements  involve  the  purchase  of a security  by the Fund and a
simultaneous  agreement by the seller (generally a bank or dealer) to repurchase
the security from the Fund at a specified  date or upon demand.  This  technique
offers a method of earning  income on idle cash.  These  securities  involve the
risk that the seller will fail to repurchase  the security,  as agreed.  In that
case,  the Fund  will  bear the risk of  market  value  fluctuations  until  the
security can be sold and may encounter delays and incur costs in liquidating the
security.

Reverse  repurchase  agreements  involve  the sale of a security  by the Fund to
another  party  (generally a bank or dealer) in return for cash and an agreement
by the  Fund to buy the  security  back at a  specified  price  and  time.  This
technique  will be used to provide cash to satisfy  unusually  heavy  redemption
requests or for other temporary or emergency purposes.

Rule 144A  securities  are  securities  that are not  registered for sale to the
general  public  under  the  Securities  Act of 1933,  but that may be resold to
certain institutional investors.

Standby  commitments  are  obligations  purchased by the Fund from a dealer that
give the Fund the option to sell a security to the dealer at a specified price.

U.S.  government  securities include direct  obligations of the U.S.  government
that are  supported  by its full faith and credit.  Treasury  bills have initial
maturities of less than one year,  Treasury notes have initial maturities of one
to ten years and Treasury  bonds may be issued with any  maturity but  generally
have maturities of at least ten years. U.S.  government  securities also include
indirect  obligations of the U.S. government that are issued by federal agencies
and government sponsored entities. Unlike Treasury securities, agency securities
generally  are not backed by the full  faith and credit of the U.S.  government.
Some agency  securities  are supported by the right of the issuer to borrow from


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       15
<PAGE>

the Treasury,  others are supported by the  discretionary  authority of the U.S.
government to purchase the agency's obligations and others are supported only by
the credit of the sponsoring agency.

Variable  and  floating  rate  securities  have  variable or  floating  rates of
interest and, under certain limited  circumstances,  may have varying  principal
amounts.  These securities pay interest at rates that are adjusted  periodically
according to a specified  formula,  usually with reference to some interest rate
index  or  market  interest  rate.  The  floating  rate  tends to  decrease  the
security's price sensitivity to changes in interest rates.

Warrants are securities,  typically issued with preferred stocks or bonds,  that
give the holder  the right to buy a  proportionate  amount of common  stock at a
specified price,  usually at a price that is higher than the market price at the
time of  issuance  of the  warrant.  The right may last for a period of years or
indefinitely.

When-issued,  delayed delivery and forward  transactions  generally  involve the
purchase of a security  with  payment and  delivery at some time in the future -
i.e.,  beyond  normal  settlement.  The  Fund  does not  earn  interest  on such
securities until  settlement and bears the risk of market value  fluctuations in
between  the  purchase  and  settlement  dates.  New issues of stocks and bonds,
private placements and U.S. government securities may be sold in this manner.

Zero  coupon  bonds are debt  securities  that do not pay  interest  at  regular
intervals,  but  are  issued  at  a  discount  from  face  value.  The  discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity.  Strips are debt  securities that are stripped of their
interest (usually by a financial  intermediary) after the securities are issued.
The market value of these  securities  generally  fluctuates more in response to
changes  in  interest  rates  than  interest-paying   securities  of  comparable
maturity.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward  contracts  are  contracts  to purchase  or sell a  specified  amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently  exchange traded and are typically  negotiated on an individual basis.
The Fund may enter into forward currency  contracts to hedge against declines on
the  value of  non-dollar  denominated  securities  or to reduce  the  impact of
currency appreciation on purchases of non-dollar denominated securities.  It may
also enter into  forward  contracts  to  purchase  or sell  securities  or other
financial indices.

Futures  contracts  are  contracts  that  obligate  the buyer to receive and the
seller to deliver an  instrument  or money at a  specified  price on a specified
date.  The  Fund may buy and  sell  futures  contracts  on  foreign  currencies,
securities and financial  indices  including  interest rates or an index of U.S.
government,  foreign government, equity or fixed-income securities. The Fund may
also buy options on futures contracts. An option on a futures contract gives the
buyer the right, but not the obligation,  to buy or sell a futures contract at a
specified price on or before a specified date.  Futures contracts and options on
futures are standardized and traded on designated exchanges.

Indexed/structured  securities are typically  short- to  intermediate-term  debt
securities  whose value at maturity  or interest  rate is linked to  currencies,
interest rates, equity securities,  indices, commodity prices or other financial
indicators. Such securities may be positively or negatively indexed (i.e., their
value  may  increase  or  decrease  if  the   reference   index  or   instrument
appreciates).  Indexed/structured  securities  may have  return  characteristics
similar to direct  investments  in the  underlying  instruments  and may be more
volatile than the underlying  instruments.  The Fund bears the market risk of an
investment  in the  underlying  instruments,  as well as the credit  risk of the
issuer.

Interest  rate swaps  involve the  exchange  by two parties of their  respective
commitments  to pay or receive  interest  (e.g.,  an exchange  of floating  rate
payments for fixed rate payments).

Options are the right, but not the obligation, to buy or sell a specified amount
of  securities  or other  assets  on or before a fixed  date at a  predetermined
price.  The Fund may  purchase  and write put and call  options  on  securities,
securities indices and foreign currencies.


JANUS OVERSEAS FUND PROSPECTUS                                 FEBRUARY 18, 1996

                                       16
<PAGE>

CONTENTS

THE FUND AT A GLANCE
Brief description of the Fund .............................................    1
EXPENSE INFORMATION
The Fund's annual operating expenses ......................................    1
Financial Highlights - a summary of financial data ........................    2
THE FUND IN DETAIL
The Fund's Investment Objective and Policies ..............................    3
General Portfolio Policies ................................................    4
Additional Risk Factors ...................................................    5
PERFORMANCE TERMS
An explanation of performance terms .......................................    6
SHAREHOLDER'S MANUAL
Types of Account Ownership ................................................    7
How to Open Your Janus Account ............................................    8
Minimum Investment Policies ...............................................    8
How to Purchase Shares ....................................................    8
How to Exchange Shares ....................................................    9
How to Redeem Shares ......................................................    9
  SHAREHOLDER SERVICES AND ACCOUNT POLICIES
JETS(R) ...................................................................   11
Transactions Through Processing Organizations .............................   11
Taxpayer Identification Number ............................................   11
Share Certificates ........................................................   11
Involuntary Redemption ....................................................   11
Telephone Transactions ....................................................   11
Making Changes to Your Account ............................................   11
Statements and Reports ....................................................   11
MANAGEMENT OF THE FUND
Investment Adviser and Portfolio Manager ..................................   12
Management Expenses .......................................................   12
Portfolio Transactions ....................................................   13
Other Service Providers ...................................................   13
Other Information .........................................................   13
DISTRIBUTIONS AND TAXES
Distributions .............................................................   14
Taxes .....................................................................   14
APPENDIX A
Glossary of Investment Terms ..............................................   15


                                     [LOGO]

                               JANUS TWENTY FUND

                              100 Fillmore Street
                             Denver, CO 80206-4923
                                 1-800-525-3713

                               February 18, 1996


Janus  Twenty Fund (the  "Fund") is a no-load,  nondiversified  mutual fund that
seeks long-term growth of capital by normally concentrating its investments in a
core position of 20-30 common stocks.

For complete  information on how to purchase,  exchange and sell shares,  please
see the Shareholder's Manual beginning on page 7.

The Fund is a  portfolio  of  Janus  Investment  Fund  (the  "Trust"),  which is
registered  with the Securities and Exchange  Commission  ("SEC") as an open-end
management  investment company.  This Prospectus contains  information about the
Fund that you should  consider  before  investing.  Please read it carefully and
keep it for future reference.

Additional  information about the Fund is contained in a Statement of Additional
Information  ("SAI")  filed with the SEC. The SAI dated  February  18, 1996,  is
incorporated by reference into this Prospectus.  For a copy of the SAI, write or
call the Fund at the address or phone number listed above.

THESE  SECURITIES  HAVE NOT BEEN  APPROVED  BY THE SEC OR ANY  STATE  SECURITIES
COMMISSION  NOR HAS THE SEC OR ANY  STATE  SECURITIES  COMMISSION  PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.


<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

The Fund seeks long-term growth of capital.

PRIMARY HOLDINGS:

A nondiversified  fund that pursues its objective by normally  concentrating its
investments in a core position of 20-30 common stocks.

SHAREHOLDER'S INVESTMENT HORIZON:

The Fund is designed for long-term  investors who seek growth of capital and who
can tolerate the greater risks associated with investments in common stocks. The
Fund is not  designed as a short-term  trading  vehicle and should not be relied
upon for short-term financial needs.

FUND ADVISER:

Janus Capital  Corporation  ("Janus  Capital")  serves as the Fund's  investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages more than $30 billion in assets.

FUND MANAGER:

Thomas F. Marsico

FUND INCEPTION:

April 30, 1985

EXPENSE INFORMATION

The tables and example  below are  designed to assist you in  understanding  the
various  costs and  expenses  that you will bear  directly or  indirectly  as an
investor in the Fund. Shareholder Transaction Expenses are fees charged directly
to your  individual  account when you buy,  sell or exchange  shares.  The table
below shows that you pay no such fees.  Annual Fund Operating  Expenses are paid
out of the Fund's assets and include fees for portfolio management,  maintenance
of shareholder accounts, shareholder servicing, accounting and other services.

- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES

Maximum sales load imposed on purchases                          None 
Maximum sales load imposed on reinvested dividends               None 
Deferred sales charges on redemptions                            None 
Redemption fees*                                                 None 
Exchange fee**                                                   None

*There is an $8 service fee for redemptions by wire.
**You may be charged a $5 transaction fee for excessive  exchanges.  See "How to
Exchange Shares"on page 9.


ANNUAL FUND OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)

- --------------------------------------------------------------------------------
Management Fee                      0.67%
Other Expenses                      0.33%
Total Fund Operating Expenses       1.00%
- --------------------------------------------------------------------------------
(1) The  information  in the table  above is based on  expenses  before  expense
offset arrangements for the fiscal period ended October 31, 1995.


EXAMPLE

                                             1 Year   3 Years  5 Years  10 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund 
returns 5% annually and its expense 
ratio remains as listed above. This 
example shows the operating expenses 
that you would indirectly bear as an
investor in the Fund.                         $10      $32     $55      $122
- --------------------------------------------------------------------------------


THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       1
<PAGE>

FINANCIAL HIGHLIGHTS

Unless otherwise  noted,  the information  below is for fiscal periods ending on
October 31 of each year. The accounting firm of Price Waterhouse LLP has audited
the Fund's financial  statements since October 1, 1990. Their report is included
in the Fund's Annual Report,  which is  incorporated  by reference into the SAI.
The Fund's  financial  statements  for fiscal  periods prior to October 1, 1990,
were audited by other independent  accountants whose reports are not included in
the Annual Report.  Expense and income ratios and portfolio  turnover rates have
been annualized for periods of less than one year.  Total returns for periods of
less than one year are not annualized.

<TABLE>
<CAPTION>
                                                1995             1994          1993        1992(1)      1992(2)       1991(2)    
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>              <C>           <C>           <C>          <C>           <C>        
 1. Net asset value, beginning of period      $24.24           $25.85        $22.75        $22.17       $18.88        $16.01     
    Income from investment operations:
 2. Net investment income                        .01             0.16          0.17          0.09         0.11          0.16     
 3. Net gains or (losses) on securities
    (both realized and unrealized)              5.94            (1.07)         3.31          0.49         3.62          2.90     
 4. Total from investment operations            5.95            (0.91)         3.48          0.58         3.73          3.06     
    Less distributions:
 5. Dividends (from net investment income)      (.07)           (0.25)        (0.18)         --          (0.02)        (0.19)    
 6. Distributions (from capital gains)          --              (0.45)        (0.20)         --          (0.42)         --       
 7. Total distributions                         (.07)           (0.70)        (0.38)         --          (0.44)        (0.19)    
 8. Net asset value, end of period            $30.12           $24.24        $25.85        $22.75       $22.17        $18.88     
 9. Total return                               24.67%           (3.52%)       15.39%         2.62%       19.60%        19.43%    
10. Net assets, end of period (in millions)   $2,996           $2,743        $3,749        $2,434       $2,081        $  556     
11. Ratio of expenses to average net assets     1.00%(3)         1.02%         1.05%         1.12%        1.01%         1.07%    
12. Ratio of net investment income
    to average net assets                       0.62%            0.57%         0.87%         1.27%        1.08%         1.30%    
13. Portfolio turnover rate                      147%             102%           99%           79%          83%          163%    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                 1990(2)     1989(2)     1988(2)     1987(2)     1986(2)
- --------------------------------------------------------------------------------------------------------

<S>                                              <C>         <C>         <C>         <C>         <C>   
 1. Net asset value, beginning of period         $13.05      $ 9.66      $13.69      $14.27      $11.57
    Income from investment operations:
 2. Net investment income                          0.05        0.46        0.42        0.30        0.19
 3. Net gains or (losses) on securities
    (both realized and unrealized)                 3.35        3.73       (2.86)       0.74        3.05
 4. Total from investment operations               3.40        4.19       (2.44)       1.04        3.24
    Less distributions:
 5. Dividends (from net investment income)        (0.02)      (0.80)      (0.41)      (0.25)      (0.23)
 6. Distributions (from capital gains)            (0.42)       --         (1.18)      (1.37)      (0.31)
 7. Total distributions                           (0.44)      (0.80)      (1.59)      (1.62)      (0.54)
 8. Net asset value, end of period               $16.01      $13.05      $ 9.66      $13.69      $14.27
 9. Total return                                  26.36%      45.89%     (17.13%)      8.66%      29.06%
10. Net assets, end of period (in millions)      $  175      $   20      $   13      $   19      $   10
11. Ratio of expenses to average net assets        1.32%       1.88%       1.70%       1.79%       2.00%
12. Ratio of net investment income
    to average net assets                          1.28%       0.68%       3.35%       2.98%       3.55%
13. Portfolio turnover rate                         228%        220%        317%        202%        152%
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Fiscal period from June 1, 1992 to October 31, 1992.
(2) Fiscal year ended on May 31st of each year.
(3) The Fund's expenses may be reduced through the use of brokerage  commissions
and uninvested cash balances  earning  interest with the Fund's  custodian.  The
expense  ratio for the fiscal  period ended  October 31, 1995,  does not reflect
expense reductions, which reduced the expense ratio to 0.99%.


UNDERSTANDING THE FINANCIAL HIGHLIGHTS

This  section  is  designed  to  help  you  better  understand  the  information
summarized in the  Financial  Highlights  table.  The table  contains  important
historical  operating  information  that may be useful in making your investment
decision or understanding  how your investment has performed.  The Fund's Annual
Report contains additional information about the Fund's performance, including a
comparison to an appropriate  securities index. For a copy of the Annual Report,
call 1-800-525-8983.

Net  asset  value  ("NAV")  is the value of a single  share of the  Fund.  It is
computed by adding the value of all of the Fund's  investments and other assets,
subtracting  any  liabilities  and  dividing  the result by the number of shares
outstanding.  The  difference  between  line  1  and  line  8 in  the  Financial
Highlights  table  represents  the change in value of the Fund's shares over the
fiscal period, but not its total return.

Net investment  income is the per share amount of dividends and interest  income
earned on securities held by the Fund,  less Fund expenses.  Dividends (from net
investment  income)  is the per  share  amount  that  the  Fund  paid  from  net
investment income.

Net gains (or  losses) on  securities  is the per share  increase or decrease in
value of the  securities  the Fund  holds.  A gain (or  loss) is  realized  when
securities are sold. A gain (or loss) is unrealized when securities  increase or
decrease in value but are not sold.  Distributions  (from capital  gains) is the
per share amount that the Fund paid from net realized gains.

Total  return  is  the  percentage  increase  or  decrease  in the  value  of an
investment over a stated period of time. A total return percentage includes both
changes in NAV and income.  For the purposes of calulating  total return,  it is
assumed that dividends and distributions are reinvested at the NAV on the day of
the  distribution.  THE FUND'S TOTAL RETURN CANNOT BE COMPUTED DIRECTLY FROM THE
FINANCIAL HIGHLIGHTS TABLE.

Ratio of  expenses  to average  net assets is the total of the Fund's  operating
expenses divided by its average net assets for the stated period.

Ratio  of net  investment  income  to  average  net  assets  is the  Fund's  net
investment income divided by its average net assets for the stated period.

Portfolio  turnover  rate is a measure of the  amount of the  Fund's  buying and
selling activity. It is computed by dividing total purchases or sales, whichever
is less, by the average monthly market value of the Fund's portfolio securities.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       2
<PAGE>

THE FUND IN DETAIL

This section takes a closer look at the Fund's  investment  objective,  policies
and the securities in which it invests.  Please carefully review the "Additional
Risk Factors"  section of this Prospectus for a more detailed  discussion of the
risks associated with certain investment  techniques and refer to Appendix A for
a more detailed description of investment terms used throughout this Prospectus.
You should carefully  consider your own investment  goals, time horizon and risk
tolerance before investing in the Fund.

Policies that are noted as "fundamental" cannot be changed without a shareholder
vote. All other policies,  including the Fund's  investment  objective,  are not
fundamental  and may be  changed by the Fund's  Trustees  without a  shareholder
vote. You will be notified of any such changes that are material.  If there is a
material change in the Fund's objective or policies, you should consider whether
the Fund remains an appropriate investment for you.

INVESTMENT OBJECTIVE

The  investment  objective of the Fund is long-term  growth of capital.  It is a
non-diversified  fund that pursues its objective by normally  concentrating  its
investments in a core position of 20-30 common stocks.

TYPES OF INVESTMENTS

The Fund invests primarily in common stocks selected for their growth potential.
The Fund may invest to a lesser degree in other types of  securities,  including
preferred stock,  warrants,  convertible  securities and debt  securities.  Debt
securities  that the Fund may purchase  include  corporate  bonds and debentures
(less than 35% of net  assets in  high-yield/high-risk  securities);  government
securities; mortgage- and asset-backed securities (not to exceed 25% of assets);
zero  coupon  bonds (not to exceed  10% of  assets);  indexed/structured  notes;
high-grade commercial paper; certificates of deposit; and repurchase agreements.
Such  securities may offer growth  potential  because of anticipated  changes in
interest rates, credit standing,  currency  relationships or other factors.  The
Fund may also invest in short-term debt securities, including money market funds
managed by Janus Capital, as a means of receiving a return on idle cash.

When the Fund's  portfolio  manager  believes  that  market  conditions  are not
favorable for  profitable  investing or when the portfolio  manager is otherwise
unable to locate favorable investment opportunities,  the Fund's investments may
be  hedged  to a greater  degree  and/or  its cash or  similar  investments  may
increase. In other words, the Fund does not always stay fully invested in stocks
and bonds.  Cash or similar  investments  are a  residual - they  represent  the
assets that remain after the portfolio manager has committed available assets to
desirable investment opportunities.  When the Fund's cash position increases, it
may not  participate in stock market  advances or declines to the extent that it
would if it remained more fully invested in common stocks.

The Fund may invest  without limit in foreign  equity and debt  securities.  The
Fund may use  options,  futures  and  other  types of  derivatives  for  hedging
purposes or as a means of enhancing  return.  See  "Additional  Risk Factors" on
page 5. The Fund may purchase  securities on a when-issued,  delayed delivery or
forward commitment basis.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE FUND.

HOW ARE COMMON STOCKS SELECTED?

The Fund may  invest  substantially  all of its  assets in common  stocks to the
extent its  portfolio  manager  believes  that the relevant  market  environment
favors profitable investing in those securities. The portfolio manager generally
takes a "bottom up" approach to building  the  portfolio.  In other  words,  the
portfolio  manager seeks to identify  individual  companies with earnings growth
potential that may not be recognized by the market at large. Although themes may
emerge in the Fund,  securities  are generally  selected  without  regard to any
defined  industry  sector  or  other  similarly  defined  selection   procedure.
Realization of income is not a significant investment consideration.  Any income
realized on the Fund's investments will be incidental to its objective.

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally,  yes. The portfolio  manager  seeks  companies  with earnings  growth
potential,  regardless of country of organization or place of principal business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic  areas  may  warrant  greater   consideration  in  selecting  foreign
securities. See "Additional Risk Factors" on page 5.

- --------------------------------------------------------------------------------

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?

The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and/or  economic  conditions.  Historically,  common stocks have provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors"on page 5.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       3
<PAGE>

HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?

A  "nondiversified"  fund has the ability to take larger  positions in a smaller
number of  issuers  than a  "diversified"  fund.  Because  the  appreciation  or
depreciation  of a  single  stock  may  have a  greater  impact  on the NAV of a
nondiversified  fund,  its share price can be expected to fluctuate  more than a
comparable diversified fund.

- --------------------------------------------------------------------------------

HOW DOES THE FUND TRY TO REDUCE RISK?

The Fund may use futures,  options and other  derivative  instruments to protect
its portfolio from movements in securities  prices and interest rates.  The Fund
may also  use a  variety  of  currency  hedging  techniques,  including  forward
currency  contracts,  to manage  exchange rate risk when  investing  directly in
foreign markets.  See "Additional  Risk Factors" on page 5. In addition,  to the
extent that the Fund holds a larger cash  position,  it may not  participate  in
market  declines to the same extent as if it had remained more fully invested in
common stocks.

GENERAL PORTFOLIO POLICIES

In investing its assets, the Fund will follow the general policies listed below.
The  percentage  limitations  included in these  policies and  elsewhere in this
Prospectus apply only at the time of purchase of the security.  For example,  if
the Fund exceeds a limit as a result of market fluctuations or the sale of other
securities, it will not be required to dispose of any securities.

DIVERSIFICATION

The  Investment  Company  Act of 1940 (the  "1940  Act")  classifies  investment
companies as either  diversified or  nondiversified.  The Fund is deemed to be a
nondiversified  fund  under  the  1940  Act  and is  subject  to  the  following
diversification requirements:

o    As a  fundamental  policy,  the  Fund  may not  own  more  than  10% of the
     outstanding voting shares of any issuer.

o    As a fundamental  policy, with respect to 50% of its total assets, the Fund
     will not purchase a security of any issuer  (other than cash items and U.S.
     government  securities,  as defined in the 1940 Act) if such purchase would
     cause the Fund's  holdings  of that issuer to amount to more than 5% of the
     Fund's total assets.

o    The Fund will invest no more than 25% of its assets in a single issuer.

o    The Fund reserves the right to become a diversified company by limiting the
     investments in which more than 5% of its total assets are invested.

INDUSTRY CONCENTRATION

As a  fundamental  policy,  the Fund will not invest  more than 25% of its total
assets in any particular industry. This policy does not apply to U.S. government
securities .

PORTFOLIO TURNOVER

The Fund  generally  intends to purchase  securities  for  long-term  investment
rather than short-term gains. However,  short-term  transactions may result from
liquidity needs,  securities having reached a price or yield objective,  changes
in interest rates or the credit standing of an issuer,  or by reason of economic
or other  developments  not  foreseen  at the time of the  investment  decision.
Changes are made in the Fund's portfolio whenever its portfolio manager believes
such changes are desirable.  Portfolio turnover rates are generally not a factor
in making buy and sell decisions.

To a  limited  extent,  the Fund may  purchase  securities  in  anticipation  of
relatively  short-term  price  gains.  The Fund may also sell one  security  and
simultaneously  purchase the same or a comparable  security to take advantage of
short-term   differentials  in  bond  yields  or  securities  prices.  Increased
portfolio turnover may result in higher costs for brokerage commissions,  dealer
mark-ups  and other  transaction  costs and may also  result in taxable  capital
gains. Certain tax rules may restrict the Fund's ability to engage in short-term
trading if the security has been held for less than three months.

ILLIQUID INVESTMENTS

The  Fund  may  invest  up to 15% of its net  assets  in  illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by Janus Capital.  An illiquid investment is a security or other position
that  cannot be  disposed  of  quickly in the normal  course of  business.  Some
securities  cannot be sold to the U.S.  public because of their terms or because
of SEC  regulations.  Janus Capital may determine that securities that cannot be
sold to the U.S.  public but that can be sold to  institutional  investors  (for
example,  Rule 144A securities) are liquid. Janus Capital will follow guidelines
established  by the  Trustees  of the Trust  ("Trustees")  in  making  liquidity
determinations  for  Rule  144A  securities  and  other  securities,   including
privately placed commercial paper.

BORROWING AND LENDING

The Fund may borrow money and lend securities or other assets, as follows:

o    The Fund may borrow money for temporary or emergency purposes in amounts up
     to 25% of its total assets.

o    The Fund may mortgage or pledge  securities  as security for  borrowings in
     amounts up to 15% of its net assets.

o    As a fundamental  policy,  the Fund may lend securities or other assets if,
     as a result,  no more than 25% of its total  assets  would be lent to other
     parties.

The Fund  intends to seek  permission  from the SEC to borrow money from or lend
money to other funds that permit such  transactions  and for which Janus Capital
serves as investment adviser.  All such borrowing and lending will be subject to
the above percentage limits.  There is no assurance that such permission will be
granted.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       4
<PAGE>

ADDITIONAL RISK FACTORS

SPECIAL SITUATIONS

The Fund may  invest  in  "special  situations"  from  time to time.  A  special
situation  arises  when,  in the opinion of the Fund's  portfolio  manager,  the
securities of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer.  Developments  creating a
special  situation  might  include,  among others,  a new product or process,  a
technological breakthrough, a management change or other extraordinary corporate
event,  or  differences  in  market  supply  of and  demand  for  the  security.
Investment in special  situations  may carry an  additional  risk of loss in the
event that the  anticipated  development  does not occur or does not attract the
expected attention.

FOREIGN SECURITIES

INVESTMENTS  IN FOREIGN  SECURITIES,  INCLUDING  THOSE OF  FOREIGN  GOVERNMENTS,
INVOLVE GREATER RISKS THAN INVESTING IN COMPARABLE DOMESTIC SECURITIES.

Securities of some foreign companies and governments may be traded in the United
States, but most foreign securities are traded primarily in foreign markets. The
risks of foreign investing include:

o    Currency  Risk.  The Fund may buy the local currency when it buys a foreign
     currency denominated security and sell the local currency when it sells the
     security.  As long as the Fund holds a foreign security,  its value will be
     affected by the value of the local  currency  relative to the U.S.  dollar.
     When the Fund sells a foreign security, its value may be worth less in U.S.
     dollars  even though the security  increases in value in its home  country.
     U.S. dollar denominated  securities of foreign issuers may also be affected
     by currency risk.

o    Political  and  Economic  Risk.  Foreign  investments  may  be  subject  to
     heightened political and economic risks,  particularly in underdeveloped or
     developing  countries  which may have relatively  unstable  governments and
     economies based on only a few industries.  In some countries,  there is the
     risk that the  government  may take  over the  assets  or  operations  of a
     company or that the government may impose taxes or limits on the removal of
     the Fund's assets from that country.

o    Regulatory  Risk.  There  may be less  government  supervision  of  foreign
     markets.  Foreign  issuers  may not be subject to the  uniform  accounting,
     auditing and financial  reporting  standards  and  practices  applicable to
     domestic issuers.  There may be less publicly  available  information about
     foreign issuers than domestic issuers.

o    Market   Risk.   Foreign   securities   markets,   particularly   those  of
     underdeveloped  or  developing  countries,  may be  less  liquid  and  more
     volatile than domestic  markets.  Certain  markets may require  payment for
     securities  before  delivery  and delays  may be  encountered  in  settling
     securities  transactions.  In  some  foreign  markets,  there  may  not  be
     protection against failure by other parties to complete transactions. There
     may be limited legal  recourse  against an issuer in the event of a default
     on a debt instrument.

o    Transaction  Costs.   Transaction  costs  of  buying  and  selling  foreign
     securities,  including  brokerage,  tax and custody  costs,  are  generally
     higher than those involved in domestic transactions.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

The Fund may enter into futures  contracts on securities,  financial indices and
foreign currencies and options on such contracts  ("futures  contracts") and may
invest in  options on  securities,  financial  indices  and  foreign  currencies
("options"), forward contracts and interest rate swaps and swap-related products
(collectively  "derivative  instruments").  The Fund  intends to use  derivative
instruments  primarily  to hedge the value of its  portfolio  against  potential
adverse  movements in securities  prices,  foreign  currency markets or interest
rates.  To a limited  extent,  the Fund may also use derivative  instruments for
non-hedging  purposes such as seeking to increase the Fund's income or otherwise
seeking to enhance return. Please refer to Appendix A to this Prospectus and the
SAI for a more detailed discussion of these instruments.

The use of  derivative  instruments  exposes the Fund to  additional  investment
risks and transaction costs. Risks inherent in the use of derivative instruments
include:

o    the risk that interest rates,  securities  prices and currency markets will
     not move in the direction that the portfolio manager anticipates;

o    imperfect  correlation  between  the price of  derivative  instruments  and
     movements in the prices of the  securities,  interest  rates or  currencies
     being hedged;

o    the fact that skills  needed to use these  strategies  are  different  from
     those needed to select portfolio securities;

o    inability  to close out  certain  hedged  positions  to avoid  adverse  tax
     consequences;

o    the  possible  absence  of a liquid  secondary  market  for any  particular
     instrument and possible  exchange-imposed  price fluctuation limits, either
     of which may make it difficult or  impossible  to close out a position when
     desired;

o    leverage  risk,  that is,  the risk  that  adverse  price  movements  in an
     instrument  can  result in a loss  substantially  greater  than the  Fund's
     initial investment in that instrument (in some cases, the potential loss is
     unlimited); and

o    particularly in the case of privately negotiated instruments, the risk that
     the counterparty  will fail to perform its  


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       5
<PAGE>

     obligations,  which  could  leave  the  Fund  worse  off than if it had not
     entered into the position.

Although the Fund  believes the use of derivative  instruments  will benefit the
Fund, the Fund's  performance  could be worse than if the Fund had not used such
instruments if the portfolio manager's judgement proves incorrect.

When  the  Fund  invests  in a  derivative  instrument,  it may be  required  to
segregate  cash  and  other  high-grade   liquid  assets  or  certain  portfolio
securities with its custodian to "cover" the Fund's position.  Assets segregated
or set aside  generally may not be disposed of so long as the Fund maintains the
positions requiring segregation or cover.  Segregating assets could diminish the
Fund's  return  due to the  opportunity  losses  of  foregoing  other  potential
investments with the segregated assets.

HIGH-YIELD/HIGH-RISK SECURITIES

High-yield/high-risk  securities  (or "junk"  bonds) are debt  securities  rated
below  investment  grade by the primary rating  agencies  (Standard & Poor's and
Moody's).  The Fund expects that its holdings of lower  quality  securities,  if
any,  will  consist  primarily  of  bonds  rated  in the  highest  two  tiers of
noninvestment grade securities.

The value of lower quality securities generally is more dependent on the ability
of the issuer to meet interest and principal  payments (i.e.,  credit risk) than
is the case for  higher  quality  securities.  Conversely,  the  value of higher
quality  securities  may be more sensitive to interest rate movements than lower
quality  securities.  Issuers  of  high-yield  securities  may not be as  strong
financially  as those issuing bonds with higher credit  ratings.  Investments in
such  companies  are  considered  to be more  speculative  than  higher  quality
investments.

See Appendix A for risks associated with certain other investments.

- --------------------------------------------------------------------------------

PERFORMANCE TERMS

This section will help you  understand  various  terms that are commonly used to
describe the Fund's  performance.  You may see  references to these terms in our
newsletters,   advertisements  and  in  media  articles.   Our  newsletters  and
advertisements  may  include  comparisons  of  the  Fund's  performance  to  the
performance  of other mutual funds,  mutual fund  averages or  recognized  stock
market  indices.  The  Fund  generally  measures  performance  in terms of total
return.

Cumulative  total return  represents  the actual rate of return on an investment
for a specified period. The Financial  Highlights table shows total return for a
single fiscal period.  Cumulative total return is generally quoted for more than
one year (e.g.,  the life of the Fund). A cumulative  total return does not show
interim fluctuations in the value of an investment.

Average annual total return  represents the average annual  percentage change of
an investment over a specified period. It is calculated by taking the cumulative
total return for the stated period and  determining  what constant annual return
would have produced the same cumulative return.  Average annual returns for more
than one year tend to smooth out variations in the Fund's return and are not the
same as actual annual results.

THE FUND  IMPOSES NO SALES OR OTHER  CHARGES  THAT  WOULD  AFFECT  TOTAL  RETURN
COMPUTATIONS. FUND PERFORMANCE FIGURES ARE BASED UPON HISTORICAL RESULTS AND ARE
NOT INTENDED TO INDICATE FUTURE  PERFORMANCE.  INVESTMENT  RETURNS AND NET ASSET
VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES,  WHEN REDEEMED,  MAY BE WORTH
MORE OR LESS THAN THEIR ORIGINAL COST.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       6
<PAGE>

SHAREHOLDER'S MANUAL

This section will help you become  familiar with the different types of accounts
you can  establish  with Janus.  This section  also  explains in detail the wide
array of services and features you can establish on your account. These services
may be modified or discontinued without shareholder approval.

HOW TO GET IN TOUCH WITH JANUS

If you have any questions while reading this Prospectus,  please call one of our
Investor  Service   Representatives   at  1-800-525-3713   Monday-Friday:   8:00
a.m.-10:00 p.m., and Saturday: 10:00 a.m.-7:00 p.m., New York time.

- --------------------------------------------------------------------------------
MINIMUM INVESTMENTS*
To open a new account                                            $2,500
To open a new retirement or UGMA/UTMA account                    $  500
To open a new account with an Automatic Investment Program       $  500**
To add to any type of an account                                 $  100

*The Fund reserves the right to change the amount of these minimums from time to
time or to waive them in whole or in part for certain types of accounts.
**There is a $100 minimum subsequent investment.
- --------------------------------------------------------------------------------

TYPES OF ACCOUNT OWNERSHIP

If you are investing for the first time,  you will need to establish an account.
You can establish the following  types of accounts by completing the New Account
Application included with this Prospectus.

o    Individual or Joint Ownership. Individual accounts are owned by one person.
     Joint accounts have two or more owners.

o    A Gift or  Transfer  to Minor  (UGMA or UTMA).  An  UGMA/UTMA  account is a
     custodial  account  managed for the benefit of a minor.  To open an UGMA or
     UTMA account,  you must include the minor's Social  Security  number on the
     application.

o    Trust. An established trust can open an account. The names of each trustee,
     the name of the trust and the date of the trust  agreement must be included
     on the application.

o    Business Accounts.  Corporations and partnerships may also open an account.
     The application must be signed by an authorized  officer of the corporation
     or a general partner of the partnership.

RETIREMENT ACCOUNTS

If you  are  eligible,  you  may  set up  your  account  under  a  tax-sheltered
retirement plan. A retirement plan allows you to shelter your investment  income
and capital gains from current income taxes.  A contribution  to these plans may
also be tax  deductible.  Distributions  from  retirement  plans  are  generally
subject to income tax and may be subject to an additional tax if withdrawn prior
to age 59 1/2.

Investors  Fiduciary Trust Company serves as custodian for the Retirement  Plans
offered by the Fund.  There is an annual $12 fee per  account to  maintain  your
retirement  account.  The maximum annual fee is $24 per taxpayer  identification
number. You may pay the fee by check or have it automatically deducted from your
account (usually in December).

The following plans require a special  application.  For an application and more
details about our Retirement Plans, call 1-800-525-3713.

o    Individual  Retirement Account ("IRA"): An IRA allows individuals under the
     age of 70 1/2 with earned  income to  contribute up to the lesser of $2,000
     or 100% of  compensation  annually.  Please  refer to the  Janus  Funds IRA
     booklet for complete information regarding IRAs.

o    Simplified  Employee Pension Plan ("SEP"):  This plan allows small business
     owners  (including sole proprietors) to make  tax-deductible  contributions
     for  themselves  and any  eligible  employee(s).  A SEP  requires an IRA (a
     SEP-IRA) to be set up for each SEP participant.

o    Profit  Sharing or Money  Purchase  Pension  Plan:  These plans are open to
     corporations,  partnerships and sole proprietors to benefit their employees
     and themselves.

o    Section  403(b)(7) Plan:  Employees of educational  organizations  or other
     qualifying,  tax-exempt  organizations  may be eligible to participate in a
     Section 403(b)(7) Plan.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       7
<PAGE>

HOW TO OPEN YOUR JANUS ACCOUNT

Complete and sign the  appropriate  application.  Please be sure to provide your
Social Security or taxpayer identification number on the application.  Make your
check payable to Janus Funds. Send all items to one of the following addresses:

Regular Mail
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923

INVESTOR SERVICE CENTERS

Janus Funds offers two Investor Service Centers for those  individuals who would
like to conduct their investing in person. Our representatives  will be happy to
assist you at either of the following locations:

100 Fillmore Street, Suite 100
Denver, CO 80206

3773 Cherry Creek North Drive, Suite 101
Denver, CO 80209

MINIMUM INVESTMENT POLICIES

ACCOUNTS ESTABLISHED AFTER FEBRUARY 18, 1996

Any account  opened  after  February  18,  1996,  must meet  minimum  investment
requirements described at page 7.

ACCOUNTS ESTABLISHED ON OR BEFORE FEBRUARY 18, 1996

o    The minimum investment  requirement  remains at $1,000 ($250 for retirement
     accounts and UGMA/UTMA accounts) for these accounts only.

o    There is no minimum initial  investment  requirement for Automatic  Monthly
     Investment Program  participants that continue to make subsequent automatic
     investments of at least $50.

o    Subsequent investments (other than automatic monthly investments) must meet
     the $100 minimum.

ALL ACCOUNTS

Due to the  proportionately  higher costs of maintaining  small accounts,  Janus
reserves the right to deduct a $10 annual  maintenance  fee (or the value of the
account if less than $10) from accounts with values below the minimums described
above  or  to  close  such   accounts.   This  policy  will  apply  to  accounts
participating in the Automatic Monthly  Investment  Program only if your account
balance does not reach the required  minimum  initial  investment or falls below
such minimum and you have discontinued monthly investments. This policy does not
apply to  accounts  that fall  below the  minimums  solely as a result of market
value fluctuations.  It is expected that accounts will be valued and the $10 fee
assessed on the second Friday of September of each year. You will receive notice
before we charge the $10 fee or close your account so that you may increase your
account balance to the required minimum.

HOW TO PURCHASE SHARES

PAYING FOR SHARES

When  you  purchase  shares,  your  request  will be  processed  at the next NAV
calculated after your order is received and accepted. Please note the following:

o    Cash,  credit cards,  third party checks and credit card checks will not be
     accepted.

o    All purchases must be made in U.S. dollars.

o    Checks must be drawn on a U.S. bank and made payable to Janus Funds.

o    If a check does not clear your bank,  the Fund reserves the right to cancel
     the purchase.

o    If the Fund is unable to debit your  predesignated  bank account on the day
     of purchase, it may make additional attempts or cancel the purchase.

o    The Fund reserves the right to reject any specific purchase request.

If your purchase is cancelled,  you will be  responsible  for any losses or fees
imposed by your bank and losses  that may be incurred as a result of any decline
in the  value  of the  cancelled  purchase.  The Fund  (or its  agents)  has the
authority to redeem  shares in your  account(s)  to cover any such losses due to
fluctuations in share price. Any profit on such cancellation
will accrue to the Fund.

ONCE YOU HAVE OPENED YOUR JANUS  ACCOUNT,  THE MINIMUM  AMOUNT FOR AN ADDITIONAL
INVESTMENT  IS $100.  You may add to your account at any time through any of the
following options:

BY MAIL

Complete  the  remittance  slip  attached  at the  bottom  of your  confirmation
statement.  If you are  making a  purchase  into a  retirement  account,  please
indicate  whether  the  purchase  is a  rollover  or a  current  or  prior  year
contribution. Send your check and remittance slip or written instructions to one
of the addresses listed previously. You may also request a booklet of remittance
slips for non-retirement accounts.

BY TELEPHONE

This service allows you to purchase  additional  shares quickly and conveniently
through an electronic transfer of money. When you make an additional purchase by
telephone,  Janus will  automatically  debit your predesignated bank account for
the desired  amount.  To establish  the  telephone  purchase  option on your new
account,  complete  the  "Telephone  Purchase of Shares  Option"  section on the
application  and attach a "voided" check or deposit slip from your bank account.
If your  account is already  established,  call  1-800-525-3713  to request  the
appropriate  form. This option will become  effective ten days after the form is
received.

BY WIRE

Purchases  may also be made by wiring money from your bank account to your Janus
account. Call 1-800-525-3713 to receive wiring instructions.

AUTOMATIC INVESTMENT PROGRAMS

Janus offers several  automatic  investment  programs to help investors  achieve
their financial goals as simply and conveniently as possible. You may open a new
account with a $500 initial purchase and $100 automatic subsequent investments.

o    AUTOMATIC MONTHLY INVESTMENT PROGRAM
     You  select  the day each month  that your  money  ($100  minimum)  will be
     electronically transferred from your bank account


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       8
<PAGE>

     to your Fund account.  To establish  this option,  complete the  "Automatic
     Monthly  Investment  Program"  section  on the  application  and  attach  a
     "voided" check or deposit slip from your bank account. If your Fund account
     is already  established,  call  1-800-525-3713  to request the  appropriate
     form.

o    PAYROLL DEDUCTION
     If your employer can initiate an automatic payroll deduction,  you may have
     all or a portion of your paycheck invested directly into your Fund account.
     To obtain information on establishing this option, call 1-800-525-3713.

o    BY SYSTEMATIC EXCHANGE
     With a Systematic Exchange you determine the amount of money ($100 minimum)
     you would like automatically exchanged from one Janus account to another on
     any day of the month. For more information on how to establish this option,
     call 1-800-525-3713.

HOW TO EXCHANGE SHARES

On any  business  day, you may exchange all or a portion of your shares into any
other available Janus fund.

IN WRITING

To request an exchange in writing,  please follow the  instructions  for written
requests on page 10.

BY TELEPHONE

All accounts are  automatically  eligible for the telephone  exchange option. To
exchange  shares  by  telephone,  call an  Investor  Service  Representative  at
1-800-525-3713  during  normal  business  hours  or call  the  Janus  Electronic
Telephone Service (JETS(R)) line at 1-800-525-6125.

BY SYSTEMATIC EXCHANGE

As noted above, you may establish a Systematic  Exchange for as little as a $100
subsequent purchase per month on established  accounts.  You may establish a new
account with a $500 initial purchase and subsequent $100 systematic exchanges.

If the balance in the account you are exchanging from falls below the systematic
exchange amount,  all remaining shares will be exchanged and the program will be
discontinued.

EXCHANGE POLICIES

o    Except for Systematic Exchanges,  new accounts established by exchange must
     meet the $2,500  minimum,  or be for the total  account  value if less than
     $2,500.

o    Exchanges   between  existing   accounts  must  meet  the  $100  subsequent
     investment requirement.

o    You may  make  four  exchanges  out of the  Fund  during  a  calendar  year
     (exclusive of Systematic  Exchanges) free of charge.  The Fund reserves the
     right to have a $5 transaction fee automatically deducted from your account
     for each additional exchange.

o    Exchanges  between accounts will be accepted only if the  registrations are
     identical.

o    If the shares you are  exchanging  are held in  certificate  form, you must
     return the certificate to your Fund prior to making any exchanges.

o    Be sure  that you read the  prospectus  for the  Fund  into  which  you are
     exchanging.

o    The Funds reserve the right to reject any exchange request and to modify or
     terminate the exchange privilege at any time.

o    An exchange represents the sale of shares from one Fund and the purchase of
     shares  of  another  Fund,  which may  produce a taxable  gain or loss in a
     non-tax deferred account.

QUICK ADDRESS AND TELEPHONE REFERENCE

Regular Mail
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923

Janus Investor Services    1-800-525-3713
To speak to a service representative

JETS(R)    1-800-525-6125
For 24-hour access to account and fund information.

TDD      1-800-525-0056
A telecommunications device for our hearing- and speech-impaired shareholders.

Janus QuotelineSM 1-800-525-0024
For automated daily quotes on fund share prices, yields and total returns.

Janus Literature Line      1-800-525-8983
To request a prospectus, shareholder reports or marketing materials.

HOW TO REDEEM SHARES

On any  business  day,  you may redeem all or a portion of your  shares.  If the
shares are held in certificate  form, the  certificate  must be returned with or
before your redemption  request.  Your transaction will be processed at the next
NAV calculated after your order is received and accepted.

IN WRITING

To request a redemption in writing,  please follow the  instructions for written
requests noted on page 10.

BY TELEPHONE

Most  accounts  have the  telephone  redemption  option,  unless this option was
specifically declined on the application or in writing.

This  option  enables you to redeem up to  $100,000  daily from your  account by
simply calling 1-800-525-3713 by 4:00 p.m. New York time.

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

SWPs allow you to redeem a specific dollar amount from your account on a regular
basis. For more information on SWPs or to request the appropriate  form,  please
call 1-800-525-3713.

PAYMENT OF REDEMPTION PROCEEDS

o    BY CHECK
     Redemption  proceeds  will be sent to the  shareholder(s)  of record at the
     address of record  within  seven days after  receipt of a valid  redemption
     request.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       9
<PAGE>

o    ELECTRONIC TRANSFER
     If you have  established  this option,  your  redemption  proceeds  will be
     electronically transferred to your predesignated bank account on the second
     business day after receipt of your  redemption  request.  To establish this
     option, call 1-800-525-3713. There is no fee for this option.

o    BY WIRE
     If you are  authorized for the wire  redemption  service,  your  redemption
     proceeds will be wired  directly into your  designated  bank account on the
     next business day after  receipt of your  redemption  request.  There is no
     limitation on  redemptions  by wire;  however,  there is an $8 fee for each
     wire and your bank may charge an additional fee to receive the wire. If you
     would like to  establish  this option on an existing  account,  please call
     1-800-525-3713  to request the appropriate  form. Wire  redemptions are not
     available for retirement accounts.

IF THE SHARES BEING REDEEMED WERE  PURCHASED BY CHECK,  TELEPHONE OR THROUGH THE
AUTOMATIC  MONTHLY  INVESTMENT  PROGRAM,  THE FUND MAY DELAY THE PAYMENT OF YOUR
REDEMPTION  PROCEEDS  FOR UP TO 15 DAYS  FROM THE DAY OF  PURCHASE  TO ALLOW THE
PURCHASE TO CLEAR. Unless you provide alternate instructions, your proceeds will
be invested in Janus Money Market Fund - Investor  Shares during the 15 day hold
period.

WRITTEN INSTRUCTIONS

To redeem or exchange all or part of your shares in writing, your request should
be sent to one of the addresses  listed on page 8 and must include the following
information:

     o the name of the Fund,
     o the account number,
     o the amount of money or number of shares being redeemed,
     o the name(s) on the account,
     o the signature(s) of all registered account owners, and
     o your daytime telephone number.

o SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

o    Individual,  Joint Tenants, Tenants in Common: Written instructions must be
     signed by each  shareholder,  exactly  as the names  appear in the  account
     registration.

o    UGMA or UTMA:  Written  instructions  must be  signed by the  custodian  in
     his/her capacity as it appears in the account registration.

o    Sole Proprietor, General Partner: Written instructions must be signed by an
     authorized  individual  in his/her  capacity  as it appears on the  account
     registration.

o    Corporation,  Association:  Written  instructions  must  be  signed  by the
     person(s)  authorized to act on the account. In addition,  a certified copy
     of the corporate  resolution  authorizing  the signer to act must accompany
     the request.

o    Trust:  Written  instructions  must be  signed  by the  trustee(s).  If the
     name(s)  of  the  current   trustee(s)  does  not  appear  in  the  account
     registration, a certificate of incumbency dated within 60 days must also be
     submitted.

o    IRA:  Written  instructions  must be signed by the account owner. If you do
     not want federal income tax withheld from your  redemption,  you must state
     that you  elect not to have  such  withholding  apply.  In  addition,  your
     instructions  must state  whether  the  distribution  is normal  (after age
     591/2) or  premature  (before  age 591/2) and,  if  premature,  whether any
     exceptions  such as  death  or  disability  apply  with  regard  to the 10%
     additional tax on early distributions.

PRICING OF FUND SHARES

All  purchases,  redemptions  and  exchanges  will be  processed at the NAV next
calculated  after  your  request is  received  and  approved.  The Fund's NAV is
calculated  at the close of the  regular  trading  session of the New York Stock
Exchange (the "NYSE")  (normally 4:00 p.m. New York time) each day that the NYSE
is open.  In order to receive a day's price,  your order must be received by the
close of the regular trading session of the NYSE. NAV per share is calculated by
dividing  the  total  value of the  Fund's  securities  and other  assets,  less
liabilities, by the total number of shares outstanding. Securities are valued at
market value or, if a market quotation is not readily  available,  at their fair
value  determined in good faith under  procedures  established  by and under the
supervision of the Trustees.  Short-term instruments maturing within 60 days are
valued at amortized cost, which approximates  market value. See the SAI for more
detailed information.

SIGNATURE GUARANTEE

In  addition  to the  signature  requirements,  A  SIGNATURE  GUARANTEE  IS ALSO
REQUIRED if any of the following is applicable:

o    The redemption exceeds $100,000.

o    You  would  like  the  check  made   payable  to  anyone   other  than  the
     shareholder(s) of record.

o    You would like the check mailed to an address which has been changed within
     10 days of the redemption request.

o    You would  like the check  mailed to an address  other than the  address of
     record.

THE FUND  RESERVES  THE  RIGHT TO  REQUIRE A  SIGNATURE  GUARANTEE  UNDER  OTHER
CIRCUMSTANCES  OR TO REJECT OR DELAY A REDEMPTION ON CERTAIN LEGAL GROUNDS.  FOR
MORE INFORMATION PERTAINING TO SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.

HOW TO OBTAIN A SIGNATURE GUARANTEE

A signature  guarantee  assures  that a  signature  is  genuine.  The  signature
guarantee  protects  shareholders  from  unauthorized  account  transfers.   The
following financial  institutions may guarantee  signatures:  banks, savings and
loan  associations,  trust companies,  credit unions,  broker-dealers and member
firms of a national securities exchange.  Call your financial institution to see
if they have the ability to guarantee a signature. A SIGNATURE GUARANTEE MAY NOT
BE PROVIDED BY A NOTARY PUBLIC.

If you live outside the United States, a foreign bank properly  authorized to do
business  in  your  country  of  residence  or a U.S.  consulate  may be able to
authenticate your signature.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       10
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))

JETS,  our  electronic  telephone  service  line,  offers you 24-hour  access by
TouchTone(TM)  telephone  to obtain your account  balance,  to confirm your last
transaction or dividend posted to your account,  to order  duplicate  account or
tax statements,  to reorder money market fund checks or to exchange your shares.
JETS can be  accessed  by calling  1-800-525-6125.  Calls on JETS are limited to
seven minutes.

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

You may  purchase or sell Fund  shares  through a  broker-dealer,  bank or other
financial  institution,  or an  organization  that  provides  recordkeeping  and
consulting  services to 401(k)  plans or other  qualified  plans (a  "Processing
Organization").  Processing  Organizations may charge you a fee for this service
and may require  different  minimum initial and subsequent  investments than the
Fund. The Processing  Organization may also impose other charges or restrictions
different from those applicable to shareholders who invest in the Fund directly.
The Processing Organization, rather than its customer, may be the shareholder of
record  of your  shares.  The Fund is not  responsible  for the  failure  of any
Processing  Organization to carry out its obligations to its customers.  Certain
Processing  Organizations  may receive  compensation  from Janus  Capital or its
affiliates and certain  Processing  Organizations may receive  compensation from
the Fund for shareholder recordkeeping and similar services.

TAXPAYER IDENTIFICATION NUMBER

On the application or other  appropriate form, you will be asked to certify that
your Social Security or taxpayer  identification  number is correct and that you
are not subject to backup  withholding  for failing to report income to the IRS.
If you are subject to the 31% backup  withholding  or you did not  certify  your
taxpayer  identification,  the IRS  requires  the  Fund to  withhold  31% of any
dividends  paid and  redemption  or  exchange  proceeds.  In addition to the 31%
backup  withholding,  you may be subject to a $50 fee to reimburse  the Fund for
any penalty that the IRS may impose.

SHARE CERTIFICATES

Most  shareholders  choose not to hold their shares in certificate  form because
account transactions such as exchanges and redemptions cannot be completed until
the  certificate  has been  returned  to the  Fund.  The Fund will  issue  share
certificates  upon written request only. Share  certificates  will not be issued
until the shares have been held for at least 15 days. Share certificates  cannot
be issued for  retirement  accounts.  In addition,  if the  certificate is lost,
there may be a replacement charge.

INVOLUNTARY REDEMPTION

The Fund reserves the right to close an account if the  shareholder is deemed to
engage in activities which are illegal or otherwise detrimental to the Fund.

TELEPHONE TRANSACTIONS

You may initiate many  transactions  by telephone.  The Fund and its agents will
not be responsible for any losses resulting from unauthorized  transactions when
procedures designed to verify the identity of the caller are followed.

It may be  difficult to reach the Fund by  telephone  during  periods of unusual
market  activity.  If you are  unable to reach a  representative  by  telephone,
please consider sending written  instructions,  stopping by a Service Center, or
in the case of exchanges, calling the JETS line.

TEMPORARY SUSPENSION OF SERVICES

The Fund or its agents may, in case of emergency,  temporarily suspend telephone
transactions and other shareholder services.

ADDRESS CHANGES

To change the address on your  account,  call  1-800-525-3713  or send a written
request signed by all account owners.  Include the name of the Fund, the account
number(s),  the  name(s)  on the  account  and both  the old and new  addresses.
Certain  options may be suspended for 10 days following an address change unless
a signature guarantee is provided.

REGISTRATION CHANGES

To change the name on an account, the shares are generally  transferred to a new
account.  In  some  cases,  legal  documentation  may  be  required.   For  more
information call 1-800-525-3713.

STATEMENTS AND REPORTS

The Fund will send you a confirmation  statement  after every  transaction  that
affects your account balance or your account  registration.  If you are enrolled
in our Automatic Monthly  Investment  Program and invest on a monthly basis, you
will receive quarterly  confirmation  statements  unless monthly  statements are
requested.  Information regarding the tax status of income dividends and capital
gains  distributions will be mailed to shareholders on or before January 31st of
each year. Account tax information will also be sent to the IRS.

Financial  reports for the Fund,  which  include a list of the Fund's  portfolio
holdings,  will be mailed semiannually to all shareholders.  To reduce expenses,
only one copy of most financial reports will be mailed to accounts with the same
record address. Upon request, such reports will be mailed to all accounts in the
same  household.  Please  call  1-800-525-3713  if you  would  like  to  receive
additional reports.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       11
<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES

The Trustees  oversee the business  affairs of the Trust and are responsible for
major decisions  relating to the Fund's investment  objective and policies.  The
Trustees  delegate the day-to-day  management of the Fund to the officers of the
Trust and meet at least  quarterly  to review  the Fund's  investment  policies,
performance, expenses and other business affairs.

INVESTMENT ADVISER

Janus  Capital,  100  Fillmore  Street,  Denver,  Colorado  80206-4923,  is  the
investment adviser to the Fund and is responsible for the day-to-day  management
of its investment portfolio and other business affairs.

Janus  Capital has served as investment  adviser to certain  series of the Trust
since 1970 and currently serves as investment adviser to all of the Janus funds,
as well  as  adviser  or  subadviser  to  other  mutual  funds  and  individual,
corporate, charitable and retirement accounts.

Kansas City Southern  Industries,  Inc.  ("KCSI") owns  approximately 83% of the
outstanding  voting stock of Janus  Capital,  most of which it acquired in 1984.
KCSI is a publicly traded holding company whose primary subsidiaries are engaged
in  transportation,  information  processing and financial  services.  Thomas H.
Bailey, President and Chairman of the Board of Janus Capital, owns approximately
12% of its voting stock and, by agreement with KCSI, selects a majority of Janus
Capital's Board.

Janus Capital  furnishes  continuous advice and  recommendations  concerning the
Fund's  investments.   Janus  Capital  also  furnishes  certain  administrative,
compliance  and  accounting  services for the Fund, and may be reimbursed by the
Fund for its costs in  providing  those  services.  In addition,  Janus  Capital
employees serve as officers of the Trust and Janus Capital provides office space
for the Fund and pays the  salaries,  fees and expenses of all Fund officers and
those Trustees who are affiliated with Janus Capital.

PORTFOLIO MANAGER

Thomas F. Marsico is Executive Vice President and portfolio manager of the Fund,
which he has managed since March 1988. Mr. Marsico is also the portfolio manager
of Janus Growth and Income Fund,  which he has managed since its  inception.  He
holds a Bachelor of Arts in Biology from the University of Colorado and a Master
of Business Administration in Finance from the University of Denver.

- --------------------------------------------------------------------------------

PERSONAL INVESTING

Janus  Capital  permits  investment  and other  personnel  to purchase  and sell
securities for their own accounts,  subject to Janus Capital's  policy governing
personal  investing.  Janus  Capital's  policy  requires  investment  and  other
personnel to conduct their personal investment activities in a manner that Janus
Capital  believes  is not  detrimental  to the  Fund or  Janus  Capital's  other
advisory clients. See the SAI for more detailed information.


BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

The Fund pays Janus  Capital a  management  fee which is accrued  daily and paid
monthly.  The advisory agreement with the Fund spells out the management fee and
other  expenses  that the Fund must pay.  The  Fund's  management  fee  schedule
(expressed as an annual rate) is set out in the chart below.

Average Daily Net          Annual Rate
Assets of Fund             Percentage (%)
- ----------------------------------------
First $ 30 Million         1.00%
Next $270 Million           .75%
Next $200 Million           .70%
Over $500 Million           .65%
- ----------------------------------------

The actual management fee paid by the Fund for the fiscal year ended October 31,
1995,  was .67% of the value of the Fund's  average  daily net assets.  The Fund
incurs  expenses  not assumed by Janus  Capital,  including  transfer  agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of  sending  reports  and  other  information  to  existing  shareholders,   and
independent  Trustees'  fees  and  expenses.   Janus  Capital  will  reduce  its
management fee to the extent that Fund expenses exceed regulatory limits imposed
by state securities regulators.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       12
<PAGE>

PORTFOLIO TRANSACTIONS

Purchases  and  sales of  securities  on  behalf  of the Fund  are  executed  by
broker-dealers  selected by Janus  Capital.  Broker-dealers  are selected on the
basis of their  ability  to obtain  best  price  and  execution  for the  Fund's
transactions and recognizing brokerage,  research and other services provided to
the Fund and to Janus Capital.  Janus Capital may also consider payments made by
brokers  effecting  transactions  for the  Fund i) to the  Fund or ii) to  other
persons  on behalf of the Fund for  services  provided  to the Fund for which it
would be obligated to pay.  Janus Capital may also  consider  sales of shares of
the Fund as a factor in the  selection of  broker-dealers.  The Fund's  Trustees
have authorized Janus Capital to place portfolio transactions on an agency basis
with a broker-dealer  affiliated with Janus Capital.  When  transactions for the
Fund are effected with that  broker-dealer,  the commissions payable by the Fund
are credited against certain Fund operating  expenses.  The SAI further explains
the selection of broker-dealers.

OTHER SERVICE PROVIDERS

The following parties provide the Fund with administrative and other services.

Domestic Custodian
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64105

Foreign Custodian
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

Transfer Agent
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217

Distributor
Janus Distributors, Inc.
100 Fillmore Street
Denver, Colorado 80206

Janus  Service  Corporation  and  Janus  Distributors,   Inc.  are  wholly-owned
subsidiaries  of  Janus  Capital.   Investors   Fiduciary  Trust  Company  is  a
wholly-owned subsidiary of State Street Bank and Trust Company.

OTHER INFORMATION

ORGANIZATION

The Trust is a "mutual  fund" that was  organized  as a  Massachusetts  business
trust on February 11, 1986.  A mutual fund is an  investment  vehicle that pools
money from  numerous  investors  and  invests  the money to achieve a  specified
objective.

As of the date of this Prospectus, the Trust offers 18 separate series, three of
which  currently  offer two  classes of shares.  The Fund became a series of the
Trust on August 7, 1992. It was previously  known as Janus Twenty Fund,  Inc., a
Maryland corporation,  and was originally incorporated as Janus Value Fund, Inc.
in the state of Maryland. All references in this Prospectus to the Fund prior to
the above date are to its  predecessor  entities and all  references  after such
date are to the series of the Trust.

SHAREHOLDER MEETINGS

The Trust does not intend to hold annual shareholder meetings.  However, special
meetings may be called specifically for the Fund or for the Trust as a whole for
purposes such as electing or removing Trustees,  terminating or reorganizing the
Trust,  changing  fundamental  policies,  or for any other  purpose  requiring a
shareholder  vote under the 1940 Act.  Separate votes are taken by the Fund only
if a matter affects or requires the vote of just the Fund or the Fund's interest
in the matter differs from the interest of other  portfolios of the Trust.  As a
shareholder, you are entitled to one vote for each share that you own.

SIZE OF THE FUND

The Fund may  discontinue  sales  of its  shares  if  management  believes  that
continued  sales  may  adversely  affect  the  Fund's  ability  to  achieve  its
investment objective. If sales of the Fund are discontinued, it is expected that
existing  shareholders  of the Fund would be  permitted  to continue to purchase
shares and to reinvest any  dividends  or capital  gains  distributions,  absent
highly unusual circumstances.

MASTER/FEEDER OPTION

The Trust may in the future seek to achieve the Fund's  investment  objective by
investing all of the Fund's assets in another investment company having the same
investment   objective  and  substantially  the  same  investment  policies  and
restrictions  as those  applicable  to the Fund.  It is  expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the Fund. The Fund's shareholders of record on April 30, 1992, and the
initial  shareholder(s) of all series of the Trust created after April 30, 1992,
have  voted to vest  authority  to use  this  investment  structure  in the sole
discretion of the Trustees.  No further approval of the shareholders of the Fund
is  required.  You will  receive  at least 30  days'  prior  notice  of any such
investment.  Such investment would be made only if the Trustees  determine it to
be in the best  interests  of the  Fund and its  shareholders.  In  making  that
determination  the Trustees will consider,  among other things,  the benefits to
shareholders  and/or the  opportunity  to reduce  costs and achieve  operational
efficiencies.  Although  management  of the Fund believes that the Trustees will
not  approve  an  arrangement  that is likely to  result  in  higher  costs,  no
assurance  is given  that  costs will be  materially  reduced if this  option is
implemented.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       13
<PAGE>

DISTRIBUTIONS AND TAXES

- --------------------------------------------------------------------------------
DISTRIBUTIONS

THE INTERNAL REVENUE CODE REQUIRES THE FUND TO DISTRIBUTE NET INCOME AND ANY NET
GAINS REALIZED BY ITS INVESTMENTS ANNUALLY. THE FUND'S INCOME FROM DIVIDENDS AND
INTEREST AND ANY NET REALIZED  SHORT-TERM CAPITAL GAINS ARE PAID TO SHAREHOLDERS
AS DIVIDENDS.  NET REALIZED  LONG-TERM GAINS ARE PAID TO SHAREHOLDERS AS CAPITAL
GAINS DISTRIBUTIONS.  DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS ARE DECLARED AND
PAID IN DECEMBER.


HOW DISTRIBUTIONS AFFECT A FUND'S NAV

Distributions are paid to shareholders as of the record date of the distribution
of the Fund,  regardless  of how long the shares have been held.  Dividends  and
capital gains  awaiting  distribution  are included in the Fund's daily NAV. The
share  price of the Fund  drops by the  amount of the  distribution,  net of any
subsequent market fluctuations.  As an example,  assume that on December 31, the
Fund  declared a dividend in the amount of $0.25 per share.  If the Fund's share
price was $10.00 on December  30, the Fund's share price on December 31 would be
$9.75, barring market fluctuations.

"BUYING A DIVIDEND"

If you purchase  shares of the Fund just before the  distribution,  you will pay
the full price for the shares and receive a portion of the  purchase  price back
as a taxable  distribution.  This is referred to as "buying a dividend."  In the
above  example,  if you bought shares on December 30, you would have paid $10.00
per share.  On December 31, the Fund would pay you $0.25 per share as a dividend
and your shares  would now be worth $9.75 per share.  Unless your account is set
up as a  tax-deferred  account,  dividends paid to you would be included in your
gross income for tax purposes,  even though you may not have participated in the
increase in NAV of the Fund, whether or not you reinvested the dividends.

DISTRIBUTION OPTIONS

When you open an account,  you must specify on your  application how you want to
receive your distributions.  You may change your distribution option at any time
by writing or calling 1-800-525-3713. The Fund offers the following options:

1.   Reinvestment  Option.  You may reinvest  your income  dividends and capital
     gains   distributions  in  additional  shares.   This  option  is  assigned
     automatically if no other choice is made.

2.   Cash  Option.  You may receive  your  income  dividends  and capital  gains
     distributions in cash.

3.   Reinvest And Cash Option.  You may receive either your income  dividends or
     capital  gains  distributions  in cash and reinvest the other in additional
     shares.

4.   Redirect Option. You may direct your dividends or capital gains to purchase
     shares of another Janus fund.

The Fund reserves the right to reinvest  undeliverable and uncashed dividend and
distribution checks that remain outstanding for six months in shares of the Fund
at the NAV next computed after the check is cancelled.  Subsequent distributions
may also be reinvested.

TAXES

As with any investment, you should consider the tax consequences of investing in
the Fund. The following  discussion  does not apply to  tax-deferred  retirement
accounts,  nor is it a complete  analysis  of the federal  tax  implications  of
investing  in  the  Fund.  You  may  wish  to  consult  your  own  tax  adviser.
Additionally,  state or local taxes may apply to your investment, depending upon
the laws of your state of residence.

TAXES ON DISTRIBUTIONS

Distributions  by the Fund are  subject to federal  income  tax,  regardless  of
whether the  distribution is made in cash or reinvested in additional  shares of
the Fund.  In certain  states,  a portion  of the  dividends  and  distributions
(depending  on the source of the  Fund's  income)  may be exempt  from state and
local  taxes.  Information  regarding  the tax  status of income  dividends  and
capital gains  distributions will be mailed to shareholders on or before January
31st of each year.

TAXATION OF THE FUND

Dividends,  interest  and some  capital  gains  received  by the Fund on foreign
securities may be subject to tax withholding or other foreign taxes. Any foreign
taxes  paid by the Fund  will be  treated  as an  expense  to the Fund or passed
through to shareholders as a foreign tax credit,  depending on particular  facts
and  circumstances.  Tax conventions  between  certain  countries and the United
States may reduce or eliminate such taxes.

The Fund does not expect to pay any federal  income or excise  taxes  because it
intends  to meet  certain  requirements  of the  Internal  Revenue  Code.  It is
important  that the Fund meet these  requirements  so that any  earnings on your
investment will not be taxed twice.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       14
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

This  glossary  provides  a more  detailed  description  of some of the types of
securities  and other  instruments  in which the Fund may  invest.  The Fund may
invest in these instruments to the extent permitted by its investment  objective
and policies.  The Fund is not limited by this  discussion and may invest in any
other types of instruments not precluded by the policies discussed  elsewhere in
this  Prospectus.  Please  refer to the SAI for a more  detailed  discussion  of
certain instruments.

I. EQUITY AND DEBT SECURITIES

Bonds are debt  securities  issued by a  company,  municipality,  government  or
government agency. The issuer of a bond is required to pay the holder the amount
of the  loan  (or par  value)  at a  specified  maturity  and to make  scheduled
interest payments.

Commercial  paper is a short-term debt obligation with a maturity ranging from 1
to 270 days  issued by banks,  corporations  and other  borrowers  to  investors
seeking to invest idle cash. The Fund may purchase commercial paper issued under
Section 4(2) of the Securities Act of 1933.

Common stock  represents a share of ownership in a company,  and usually carries
voting rights and earns dividends.  Unlike preferred stock,  dividends on common
stock are not fixed but are declared at the  discretion of the issuer's board of
directors.

Convertible  securities are preferred  stocks or bonds that pay a fixed dividend
or interest  payment and are convertible  into common stock at a specified price
or conversion ratio.

Depositary receipts are receipts for shares of a foreign-based  corporation that
entitle the holder to dividends  and capital gains on the  underlying  security.
Receipts include those issued by domestic banks (American Depositary  Receipts),
foreign  banks  (Global or  European  Depositary  Receipts)  and  broker-dealers
(depositary shares).

Fixed-income  securities are securities that pay a specified rate of return. The
term generally includes short- and long-term government, corporate and municipal
obligations  that pay a  specified  rate of  interest or coupons for a specified
period of time and  preferred  stock,  which  pays fixed  dividends.  Coupon and
dividend  rates  may be  fixed  for the  life of the  issue  or,  in the case of
adjustable and floating rate securities, for a shorter period.

High-yield/High-risk  securities are securities that are rated below  investment
grade by the primary rating agencies (BB or lower by Standard & Poor's and Ba or
lower by Moody's). Other terms commonly used to describe such securities include
"lower rated bonds," "noninvestment grade bonds" and "junk bonds."

Mortgage- and asset-backed securities are shares in a pool of mortgages or other
debt. These securities are generally pass-through  securities,  which means that
principal and interest  payments on the underlying  securities  (less  servicing
fees) are passed through to shareholders on a pro rata basis.  These  securities
involve  prepayment  risk,  which is the risk that the  underlying  mortgages or
other  debt may be  refinanced  or paid off  prior  to their  maturities  during
periods of declining  interest  rates.  In that case, the portfolio  manager may
have to reinvest the proceeds  from the  securities  at a lower rate.  Potential
market gains on a security  subject to prepayment  risk may be more limited than
potential  market  gains  on a  comparable  security  that  is  not  subject  to
prepayment risk.

Passive  foreign  investment  companies  ("PFICs") are any foreign  corporations
which  generate  certain  amounts of passive  income or hold certain  amounts of
assets for the production of passive income.  Passive income includes dividends,
interest, royalties, rents and annuities. Income tax regulations may require the
Fund to recognize income associated with the PFIC prior to the actual receipt of
any such income.

Preferred stock is a class of stock that generally pays dividends at a specified
rate and has  preference  over  common  stock in the  payment of  dividends  and
liquidation. Preferred stock generally does not carry voting rights.

Repurchase  agreements  involve  the  purchase  of a security  by the Fund and a
simultaneous  agreement by the seller (generally a bank or dealer) to repurchase
the security from the Fund at a specified  date or upon demand.  This  technique
offers a method of earning  income on idle cash.  These  securities  involve the
risk that the seller will fail to repurchase  the security,  as agreed.  In that
case,  the Fund  will  bear the risk of  market  value  fluctuations  until  the
security can be sold and may encounter delays and incur costs in liquidating the
security.

Reverse  repurchase  agreements  involve  the sale of a security  by the Fund to
another  party  (generally a bank or dealer) in return for cash and an agreement
by the  Fund to buy the  security  back at a  specified  price  and  time.  This
technique  will be used to provide cash to satisfy  unusually  heavy  redemption
requests or for other temporary or emergency purposes.

Rule 144A  securities  are  securities  that are not  registered for sale to the
general  public  under  the  Securities  Act of 1933,  but that may be resold to
certain institutional investors.

Standby  commitments  are  obligations  purchased by the Fund from a dealer that
give the Fund the option to sell a security to the dealer at a specified price.

U.S.  government  securities include direct  obligations of the U.S.  government
that are  supported  by its full faith and credit.  Treasury  bills have initial
maturities of less than one year,  Treasury notes have initial maturities of one
to ten years and Treasury  bonds may be issued with any  maturity but  generally
have maturities of at least ten years. U.S.  government  securities also include
indirect  obligations of the U.S. government that are issued by federal agencies
and government sponsored entities. Unlike Treasury securities, agency securities
generally  are not backed by the full  faith and credit of the U.S.  government.
Some agency  securities  are supported by the right of the issuer to borrow from


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       15
<PAGE>

the Treasury,  others are supported by the  discretionary  authority of the U.S.
government to purchase the agency's obligations and others are supported only by
the credit of the sponsoring agency.

Variable  and  floating  rate  securities  have  variable or  floating  rates of
interest and, under certain limited  circumstances,  may have varying  principal
amounts.  These securities pay interest at rates that are adjusted  periodically
according to a specified  formula,  usually with reference to some interest rate
index  or  market  interest  rate.  The  floating  rate  tends to  decrease  the
security's price sensitivity to changes in interest rates.

Warrants are securities,  typically issued with preferred stocks or bonds,  that
give the holder  the right to buy a  proportionate  amount of common  stock at a
specified price,  usually at a price that is higher than the market price at the
time of  issuance  of the  warrant.  The right may last for a period of years or
indefinitely.

When-issued,  delayed delivery and forward  transactions  generally  involve the
purchase of a security  with  payment and  delivery at some time in the future -
i.e.,  beyond  normal  settlement.  The  Fund  does not  earn  interest  on such
securities until  settlement and bears the risk of market value  fluctuations in
between  the  purchase  and  settlement  dates.  New issues of stocks and bonds,
private placements and U.S. government securities may be sold in this manner.

Zero  coupon  bonds are debt  securities  that do not pay  interest  at  regular
intervals,  but  are  issued  at  a  discount  from  face  value.  The  discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity.  Strips are debt  securities that are stripped of their
interest (usually by a financial  intermediary) after the securities are issued.
The market value of these  securities  generally  fluctuates more in response to
changes  in  interest  rates  than  interest-paying   securities  of  comparable
maturity.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward  contracts  are  contracts  to purchase  or sell a  specified  amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently  exchange traded and are typically  negotiated on an individual basis.
The Fund may enter into forward currency  contracts to hedge against declines in
the  value of  non-dollar  denominated  securities  or to reduce  the  impact of
currency appreciation on purchases of non-dollar denominated securities.  It may
also enter into  forward  contracts  to  purchase  or sell  securities  or other
financial indices.

Futures  contracts  are  contracts  that  obligate  the buyer to receive and the
seller to deliver an  instrument  or money at a  specified  price on a specified
date.  The  Fund may buy and  sell  futures  contracts  on  foreign  currencies,
securities and financial  indices  including  interest rates or an index of U.S.
government,  foreign government, equity or fixed-income securities. The Fund may
also buy options on futures contracts. An option on a futures contract gives the
buyer the right, but not the obligation,  to buy or sell a futures contract at a
specified price on or before a specified date.  Futures contracts and options on
futures are standardized and traded on designated exchanges.

Indexed/structured  securities are typically  short- to  intermediate-term  debt
securities  whose value at maturity  or interest  rate is linked to  currencies,
interest rates, equity securities,  indices, commodity prices or other financial
indicators. Such securities may be positively or negatively indexed (i.e., their
value  may  increase  or  decrease  if  the   reference   index  or   instrument
appreciates).  Indexed/structured  securities  may have  return  characteristics
similar to direct  investments  in the  underlying  instruments  and may be more
volatile than the underlying  instruments.  The Fund bears the market risk of an
investment  in the  underlying  instruments,  as well as the credit  risk of the
issuer.

Interest  rate swaps  involve the  exchange  by two parties of their  respective
commitments  to pay or receive  interest  (e.g.,  an exchange  of floating  rate
payments for fixed rate payments).

Options are the right, but not the obligation, to buy or sell a specified amount
of  securities  or other  assets  on or before a fixed  date at a  predetermined
price.  The Fund may  purchase  and write put and call  options  on  securities,
securities indices and foreign currencies.


JANUS TWENTY FUND PROSPECTUS                                   FEBRUARY 18, 1996
                                       16



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