JANUS INVESTMENT FUND
497, 1997-10-10
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JANUS EQUITY FUNDS

Janus Fund
Janus Enterprise Fund
Janus Mercury Fund
Janus Olympus Fund
Janus Overseas Fund
Janus Twenty Fund
Janus Worldwide Fund
Janus Balanced Fund
Janus Equity Income Fund
Janus Growth and Income Fund

Prospectus

[Logo]    JANUS

<PAGE>

Contents
- ---------------------------------------
FUNDS AT A GLANCE
Brief description of each Fund ...... 1
- ---------------------------------------
EXPENSE INFORMATION
Each Fund's annual
   operating expenses ............... 3
Financial Highlights-a summary
   of financial data ................ 4
- ---------------------------------------
THE FUNDS IN DETAIL
Investment Objectives and Policies .. 8
General Portfolio Policies ......... 11
Additional Risk Factors ............ 12
- ---------------------------------------
SHAREHOLDER'S MANUAL
Types of Account Ownership ......... 14
How to Open Your Janus Account ..... 15
How to Purchase Shares ............. 15
How to Exchange Shares ............. 15
How to Redeem Shares ............... 16
Shareholder Services
   and Account Policies ............ 17
- ---------------------------------------
MANAGEMENT OF THE FUNDS
Investment Adviser and
   Investment Personnel ............ 19
Management Expenses ................ 20
Portfolio Transactions ............. 20
Other Service Providers ............ 20
Other Information .................. 21
- ---------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ...................... 22
Taxes .............................. 23
- ---------------------------------------
PERFORMANCE TERMS
An Explanation of Performance Terms  23
- ---------------------------------------
APPENDIX A
Glossary of Investment Terms ....... 24

                              Janus Investment Fund
                               JANUS EQUITY FUNDS

                               100 Fillmore Street
                              Denver, CO 80206-4928
                                 (800) 525-3713
                            http://www.JanusFunds.com

   
               February 17, 1997 as supplemented October 13, 1997
    

A FAMILY OF NO-LOAD MUTUAL FUNDS

All Janus funds are no-load  investments.  This means you may  purchase and sell
shares in any of our mutual funds without  incurring any sales  charges.  If you
enroll in our low minimum initial investment program,  you can open your account
for as little as $500 and a $100 subsequent purchase per month.  Otherwise,  the
minimum  initial  investment  is  $2,500.  For  complete  information  on how to
purchase,  exchange  and  sell  shares,  please  see  the  Shareholder's  Manual
beginning on page 14.

This Prospectus describes ten mutual funds that emphasize growth of capital or a
combination  of growth and  income  (the  "Funds").  Janus  Capital  Corporation
("Janus  Capital") serves as investment  adviser to each Fund. Janus Capital has
been in the investment advisory business for over 26 years and currently manages
approximately $50 billion in assets.

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

Additional information about the Funds is contained in a Statement of Additional
Information  ("SAI")  filed with the SEC.  The SAI dated  February  17,  1997 is
incorporated by reference into this Prospectus.  For a copy of the SAI, write or
call the Funds at the address or phone number listed above.  The SEC maintains a
Web  site  located  at  http://www.sec.gov   that  contains  the  SAI,  material
incorporated by reference, and other information regarding the Funds.

The shares  offered by this  Prospectus  are not deposits or  obligations of any
bank,  are not endorsed or  guaranteed  by any bank,  and are not insured by the
Federal Deposit Insurance  Corporation,  the Federal Reserve Board, or any other
government agency.

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

This  Prospectus does not constitute an offer to sell securities in any state or
other jurisdiction to any person to whom it is unlawful to make such an offer in
such state or other jurisdiction.

JANUS EQUITY FUNDS COMBINED PROSPECTUS

<PAGE>

Funds At A Glance

This  section is designed to provide you with a brief  overview of the Funds and
their investment  emphasis.  A more detailed discussion of the Funds' investment
objectives  and  policies  begins on page 8 and complete  information  on how to
purchase, redeem and exchange shares begins on page 15.
- --------------------------------------------------------------------------------
GROWTH FUNDS

Janus Fund

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

Janus Enterprise Fund


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


Janus Mercury Fund

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

Janus Olympus Fund

   
Fund Focus:  A  nondiversified  fund that seeks  long-term  growth of capital by
investing primarily in common stocks of companies of any size.
Fund Inception: December 1995
Fund Manager: Claire W. Young
    

Janus Overseas Fund

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

Janus Twenty Fund

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

Janus Worldwide Fund

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

Janus Balanced Fund

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

Janus Equity Income Fund

Fund Focus: A diversified fund that seeks current income and long-term growth of
capital by investing primarily in income-producing equity securities.
Fund Inception: June 1996
Fund Manager: Blaine P. Rollins

Janus Growth and Income Fund

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

JANUS EQUITY FUNDS COMBINED PROSPECTUS  
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997   1
    
<PAGE>
- --------------------------------------------------------------------------------
JANUS SPECTRUM

The spectrum illustrates the potential volatility of the Janus funds relative to
one another. The funds' volatility ranges from low to high. The Growth Funds are
illustrated as follows: Janus Fund* is shown as moderate; Janus Enterprise Fund*
is shown as high; Janus Mercury Fund* is shown as moderately-high; Janus Olympus
Fund* is shown as high;  Janus Overseas Fund* is shown as  moderately-high  (but
less volatile than Janus Mercury Fund);  Janus Special Situations Fund* is shown
as moderately-high (the same as Janus Mercury Fund); Janus Twenty Fund* is shown
as moderately-high  (the same as Janus Special Situations Fund and Janus Mercury
Fund);  Janus  Venture  Fund,  which is  closed  to new  investors,  is shown as
moderately-high  (the same as Janus Mercury Fund, Janus Special  Situations Fund
and Janus Twenty Fund); Janus Worldwide Fund* is shown as  moderately-high  (but
less volatile than Janus Overseas Fund).  The Combination  Funds are illustrated
as follows: Janus Balanced Fund* is shown as moderate;  Janus Equity Income Fund
is shown as moderate  (but more volatile than Janus  Balanced  Fund);  and Janus
Growth and Income Fund* is shown as moderately-high.  The Fixed-Income Funds are
illustrated  as follows:  Janus Flexible  Income Fund is shown as  low-moderate;
Janus  High-Yield  Fund is shown as moderate;  Janus Federal  Tax-Exempt Fund is
shown as low-moderate (but less volatile than Janus Flexible Income Fund); Janus
Short-Term  Bond  Fund is shown as low (but less  volatile  than  Janus  Federal
Tax-Exempt Fund). The Money Market Funds are illustrated as follows: Janus Money
Market Fund is shown as low (but less volatile than Janus Short-Term Bond Fund);
Janus Government Money Market Fund is shown equally as low as Janus Money Market
Fund;  and Janus  Tax-Exempt  Money Market Fund is shown equally as low as Janus
Government Money Market Fund.

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997   2
    
<PAGE>

Expense Information

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

SHAREHOLDER TRANSACTION EXPENSES (applicable to each Fund)

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

* There is an $8 service fee for redemptions by wire.
- --------------------------------------------------------------------------------
Why do expenses  vary across the Funds?  Expenses  vary for a number of reasons,
including Fund size, differences in management fees, average shareholder account
size, the frequency of dividend payments,  and the extent of foreign investments
which entail greater transaction costs.

ANNUAL FUND OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
<TABLE>
<CAPTION>
                                                 Management Fee          Other Expenses     Total Fund Operating Expenses
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                     <C>                       <C>  
Janus Fund                                            0.65%                   0.21%                     0.86%
Janus Enterprise Fund                                 0.73%                   0.41%                     1.14%
Janus Mercury Fund                                    0.67%                   0.35%                     1.02%
Janus Olympus Fund                                    0.78%                   0.39%                     1.17%
Janus Overseas Fund                                   0.75%                   0.51%                     1.26%
Janus Twenty Fund                                     0.66%                   0.27%                     0.93%
Janus Worldwide Fund                                  0.67%                   0.35%                     1.02%
Janus Balanced Fund                                   0.80%                   0.43%                     1.23%
Janus Equity Income Fund                              1.00%(2)                0.79%(2)                  1.79%
Janus Growth and Income Fund                          0.71%                   0.34%                     1.05%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  The  information  in the table  above is based on expenses  before  expense
     offset arrangements for the fiscal year or period ended October 31, 1996.
(2)  "Other  Expenses" are based on the fees and expenses that the Fund incurred
     in its initial fiscal period.

EXAMPLE
Assume you invest  $1,000,  the Funds return 5% annually and each Fund's expense
ratio  remains as listed above.  The example below shows the operating  expenses
that you would indirectly bear as an investor in the Funds.
<TABLE>
<CAPTION>
                                                      1 Year              3 Years             5 Years             10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                 <C>                 <C>                 <C> 
Janus Fund                                              $ 9                 $27                 $48                 $106
Janus Enterprise Fund                                   $12                 $36                 $63                 $139
Janus Mercury Fund                                      $10                 $32                 $56                 $125
Janus Olympus Fund                                      $12                 $37                 $64                 $142
Janus Overseas Fund                                     $13                 $40                 $69                 $152
Janus Twenty Fund                                       $ 9                 $30                 $51                 $114
Janus Worldwide Fund                                    $10                 $32                 $56                 $125
Janus Balanced Fund                                     $13                 $39                 $68                 $149
Janus Equity Income Fund                                $18                 $56                 $97                 $211
Janus Growth and Income Fund                            $11                 $33                 $58                 $128
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.
   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997   3
    
<PAGE>

Financial Highlights

Unless otherwise  noted,  the information  below is for fiscal periods ending on
October 31 of each year. The accounting firm of Price Waterhouse LLP has audited
the Funds' financial  statements beginning with the year ended October 31, 1990.
Their report is included in the Funds' Annual Reports, which are incorporated by
reference into the SAI. A detailed  explanation of the Financial  Highlights can
be found on page 7.

<TABLE>
<CAPTION>
                                                                                   Janus Fund
                                               1996     1995    1994     1993     1992     1991     1990    1989    1988    1987
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>   
 1. Net asset value, beginning of period     $23.37   $19.62  $20.81   $18.86   $18.27   $13.25   $16.36  $12.11  $12.39  $14.77
- --------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                      0.31     0.16    0.17     0.26     0.23     0.25     0.25    0.22    0.60    0.19
 3. Net gains or (losses) on securities
    (both realized and unrealized)             4.23     3.99   (0.03)    2.88     1.46     5.09    (0.67)   4.59    1.05    0.30
- --------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations           4.54     4.15    0.14     3.14     1.69     5.34    (0.42)   4.81    1.65    0.49
- --------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)    (0.13)    (.01)  (0.39)   (0.29)   (0.19)   (0.31)   (0.19)  (0.56)  (0.32)  (0.38)
 6. Distributions (from capital gains)        (1.13)    (.39)  (0.94)   (0.90)   (0.91)   (0.01)   (2.50)     --   (1.61)  (2.49)
- --------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                       (1.26)    (.40)  (1.33)   (1.19)   (1.10)   (0.32)   (2.69)  (0.56)  (1.93)  (2.87)
- --------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period           $26.65   $23.37  $19.62   $20.81   $18.86   $18.27   $13.25  $16.36  $12.11  $12.39
- --------------------------------------------------------------------------------------------------------------------------------
 9. Total return*                            20.31%   21.62%   0.75%   17.41%    9.35%   40.95%   (3.68%) 41.67%  15.83%   4.14%
- --------------------------------------------------------------------------------------------------------------------------------
10. Net assets, end of period (in millions) $15,313  $11,963  $9,647   $9,098   $4,989   $2,598   $1,049    $673    $391    $387
11. Average net assets for the
    period (in millions)                    $13,753  $10,560  $9,339   $7,336   $3,871   $1,785   $  930    $487    $382    $486
12. Ratio of gross expenses to
    average net assets**                      0.86%    0.87%     N/A      N/A      N/A      N/A      N/A     N/A     N/A     N/A
13. Ratio of net expenses to
    average net assets**                      0.85%    0.86%   0.91%    0.92%    0.97%    0.98%    1.02%   0.92%   0.98%   1.01%
14. Ratio of net investment income
    to average net assets**                   0.91%    1.25%   1.12%    1.55%    1.54%    1.77%    2.11%   1.68%   4.99%   1.55%
15. Portfolio turnover rate**                  104%     118%    139%     127%     153%     132%     307%    205%    175%    214%
16. Average commission rate                  $.0558      N/A     N/A      N/A      N/A      N/A      N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.

<TABLE>
<CAPTION>
                                                                      Janus Enterprise Fund
                                                       1996            1995            1994            1993         1992(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>             <C>             <C>             <C>             <C>   
 1. Net asset value, beginning of period             $27.14          $24.43          $21.87          $17.09          $15.00
- ---------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income (loss)                         --            0.52           (0.06)           0.04              --
 3. Net gains or (losses) on securities
    (both realized and unrealized)                     5.85            3.09            3.18            4.76            2.09
- ---------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                   5.85            3.61            3.12            4.80            2.09
- ---------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)               --           (0.52)          (0.02)          (0.02)             --
 6. Distributions (from capital gains)                (1.80)          (0.38)          (0.54)             --              --
- ---------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                               (1.80)          (0.90)          (0.56)          (0.02)             --
- ---------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period                   $31.19          $27.14          $24.43          $21.87          $17.09
- ---------------------------------------------------------------------------------------------------------------------------
 9. Total return*                                    22.43%          15.46%          14.56%          28.09%          13.93%
- ---------------------------------------------------------------------------------------------------------------------------
10. Net assets, end of period (in millions)            $732            $459            $370            $239              $8
11. Average net assets for the
    period (in millions)                               $596            $408            $270            $188              $2
12. Ratio of gross expenses to
    average net assets**                              1.14%           1.26%             N/A             N/A             N/A
13. Ratio of net expenses to
    average net assets**                              1.12%           1.23%           1.25%           1.36%           2.50%
14. Ratio of net investment income/(loss)
    to average net assets**                           (0.78)          0.02%          (0.32%)          0.14%          (0.81%)
15. Portfolio turnover rate**                           93%            194%            193%            201%             53%
16. Average commission rate                          $.0333             N/A             N/A             N/A             N/A
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Fiscal period from September 1, 1992 (inception) to October 31, 1992.
   *Total return is not annualized for periods of less than one full year.
  **Annualized for periods of less than one full year.
   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997   4
    
<PAGE>

<TABLE>
<CAPTION>
                                                                                  Janus Mercury Fund
                                                                 1996            1995            1994           1993(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>             <C>             <C>              <C>   
 1. Net asset value, beginning of period                       $17.38          $14.12          $11.70           $10.00
- ---------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income (loss)                                 0.14            0.16            0.02            (0.01)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                               2.74            3.37            2.40             1.71
- ---------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                             2.88            3.53            2.42             1.70
- ---------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)                         --           (0.16)             --               --
 6. Distributions (from capital gains)                          (2.06)          (0.11)             --               --
- ---------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                                         (2.06)          (0.27)             --               --
- ---------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period                             $18.20          $17.38          $14.12           $11.70
- ---------------------------------------------------------------------------------------------------------------------------
 9. Total return*                                              18.18%          25.53%          20.68%           17.00%
- ---------------------------------------------------------------------------------------------------------------------------
10. Net assets, end of period (in millions)                    $2,002          $1,521            $596             $113
11. Average net assets for the
    period (in millions)                                       $1,839          $1,116            $258              $67
12. Ratio of gross expenses to
    average net assets**                                        1.02%           1.14%             N/A              N/A
13. Ratio of net expenses to
    average net assets**                                        1.00%           1.12%           1.33%            1.75%
14. Ratio of net investment income/(loss)
    to average net assets**                                     0.45%           0.50%           0.25%           (0.40%)
15. Portfolio turnover rate**                                    177%            201%            283%             151%
16. Average commission rate                                    $.0383             N/A             N/A              N/A
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Fiscal period from May 3, 1993 (inception) to October 31, 1993.
   *Total return is not annualized for periods of less than one full year.
  **Annualized for periods of less than one full year.

<TABLE>
<CAPTION>
                                            Janus Olympus Fund                      Janus Overseas Fund
                                                  1996(1)              1996                1995               1994(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>                 <C>                 <C>   
 1. Net asset value, beginning of period         $12.00              $11.58              $10.36              $10.00
- ---------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income (loss)                   0.13                0.10                0.12               (0.02)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                 2.73                3.34                1.10                0.38
- ---------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations               2.86                3.44                1.22                0.36
- ---------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)           --               (0.11)                 --                  --
 6. Distributions (from capital gains)               --               (0.10)                 --                  --
- ---------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                              --               (0.21)                 --                  --
- ---------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period               $14.86              $14.81              $11.58              $10.36
- ---------------------------------------------------------------------------------------------------------------------------
 9. Total return*                                23.83%              30.19%              11.78%               3.60%
- ---------------------------------------------------------------------------------------------------------------------------
10. Net assets, end of period (in millions)        $432                $773                $111                 $64
11. Average net assets for the
    period (in millions)                           $276                $335                 $78                 $37
12. Ratio of gross expenses to
    average net assets**                          1.17%               1.26%               1.76%                 N/A
13. Ratio of net expenses to
    average net assets**                          1.15%               1.23%               1.73%               2.16%
14. Ratio of net investment income/(loss)
    to average net assets**                       1.64%               0.73%               0.36%              (0.64%)
15. Portfolio turnover rate**                      303%                 71%                188%                181%
16. Average commission rate                      $.0336              $.0234                 N/A                 N/A
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Fiscal period from December 29, 1995 (inception) to October 31, 1996.
(2) Fiscal period from May 2, 1994 (inception) to October 31, 1994.
   *Total return is not annualized for periods of less than one full year.
  **Annualized for periods of less than one full year.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997   5
    
<PAGE>

<TABLE>
<CAPTION>
                                                                         Janus Twenty Fund
                                               1996    1995    1994     1993 1992(1) 1992(2) 1991(2) 1990(2) 1989(2) 1988(2) 1987(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>      <C>    <C>    <C>   
 1. Net asset value, beginning of period     $30.12  $24.24  $25.85   $22.75  $22.17  $18.88  $16.01  $13.05   $9.66  $13.69 $14.27
- -----------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                      0.37     .01    0.16     0.17    0.09    0.11    0.16    0.05    0.46    0.42   0.30
 3. Net gains or (losses) on securities
    (both realized and unrealized)             6.68    5.94   (1.07)    3.31    0.49    3.62    2.90    3.35    3.73   (2.86)  0.74
- -----------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations           7.05    5.95   (0.91)    3.48    0.58    3.73    3.06    3.40    4.19   (2.44)  1.04
- -----------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)       --    (.07)  (0.25)   (0.18)     --   (0.02)  (0.19)  (0.02)  (0.80)  (0.41) (0.25)
 6. Distributions (from capital gains)        (5.27)     --   (0.45)   (0.20)     --   (0.42)     --   (0.42)     --   (1.18) (1.37)
- -----------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                       (5.27)   (.07)  (0.70)   (0.38)     --   (0.44)  (0.19)  (0.44)  (0.80)  (1.59) (1.62)
- -----------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period           $31.90  $30.12  $24.24   $25.85  $22.75  $22.17  $18.88  $16.01  $13.05   $9.66 $13.69
- -----------------------------------------------------------------------------------------------------------------------------------
 9. Total return*                            27.59%  24.67%  (3.52%)  15.39%   2.62%  19.60%  19.43%  26.36%  45.89% (17.13%) 8.66%
- -----------------------------------------------------------------------------------------------------------------------------------
10. Net assets, end of period (in millions)  $3,937  $2,996  $2,743   $3,749  $2,434  $2,081    $556    $175     $20     $13    $19
11. Average net assets for the
    period (in millions)                     $3,386  $2,716  $3,051   $3,546  $2,221  $1,188    $294     $64     $10     $16    $16
12. Ratio of gross expenses to
    average net assets**                      0.93%   1.00%     N/A      N/A     N/A     N/A     N/A     N/A     N/A     N/A    N/A
13. Ratio of net expenses to
    average net assets**                      0.92%   0.99%   1.02%    1.05%   1.12%   1.01%   1.07%   1.32%   1.88%   1.70%  1.79%
14. Ratio of net investment income
    to average net assets**                   0.67%   0.62%   0.57%    0.87%   1.27%   1.08%   1.30%   1.28%   0.68%   3.35%  2.98%
15. Portfolio turnover rate**                  137%    147%    102%      99%     79%     83%    163%    228%    220%    317%   202%
16. Average commission rate                  $.0571     N/A     N/A      N/A     N/A     N/A     N/A     N/A     N/A    N/A     N/A
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Fiscal period from June 1, 1992 to October 31, 1992.
(2) Fiscal year ended on May 31st of each year.
   *Total return is not annualized for periods of less than one full year.
  **Annualized for periods of less than one full year.

<TABLE>
<CAPTION>
                                                          Janus Worldwide Fund                        Janus Balanced Fund
                                              1996    1995    1994    1993    1992  1991(1)   1996    1995    1994    1993   1992(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>   
 1. Net asset value, beginning of period    $27.65  $27.00  $24.16  $18.95  $17.45  $15.00  $13.72  $12.17  $12.23  $10.64   $10.00
- -----------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                     0.49    0.81    0.15    0.14    0.16      --    0.33    0.61    0.27    0.19       --
 3. Net gains or (losses) on securities
    (both realized and unrealized)            7.79    1.39    3.34    5.29    1.39    2.45    2.22    1.52   (0.09)   1.56     0.64
- -----------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations          8.28    2.20    3.49    5.43    1.55    2.45    2.55    2.13    0.18    1.75     0.64
- -----------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)   (0.26)  (0.54)  (0.27)  (0.22)     --      --   (0.26)  (0.58)  (0.24)  (0.16)      --
 6. Distributions (from capital gains)       (1.07)  (1.01)  (0.38)     --   (0.05)     --   (0.81)     --      --      --       --
- -----------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                      (1.33)  (1.55)  (0.65)  (0.22)  (0.05)     --   (1.07)  (0.58)  (0.24)  (0.16)      --
- -----------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period          $34.60  $27.65  $27.00  $24.16  $18.95  $17.45  $15.20  $13.72  $12.17  $12.23   $10.64
- -----------------------------------------------------------------------------------------------------------------------------------
 9. Total return*                           31.00%   8.89%  14.76%  28.79%   9.20%  16.00%  19.39%  18.26%   1.51%  16.54%    6.40%
- -----------------------------------------------------------------------------------------------------------------------------------
10. Net assets, end of period (in millions) $4,467  $1,804  $1,587    $755    $161     $18    $207    $125     $94     $73       $2
11. Average net assets for the
    period (in millions)                    $2,953  $1,622  $1,244    $379     $80      $7    $159    $107     $86     $44       $1
12. Ratio of gross expenses to
    average net assets**                     1.02%   1.24%     N/A     N/A     N/A     N/A   1.23%   1.35%     N/A     N/A      N/A
13. Ratio of net expenses to
    average net assets**                     1.01%   1.23%   1.12%   1.32%   1.73%   2.50%   1.21%   1.32%   1.42%   1.70%    2.50%
14. Ratio of net investment income/(loss)
    to average net assets**                  0.73%   0.99%   0.42%   0.92%   1.74%   0.02%   2.35%   2.52%   2.28%   2.15%   (0.12%)
15. Portfolio turnover rate**                  80%    142%    158%    124%    147%     40%    151%    185%    167%    131%     130%
16. Average commission rate                 $.0311     N/A     N/A     N/A     N/A     N/A  $.0428     N/A     N/A     N/A      N/A
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Fiscal period from May 15, 1991 (inception) to October 31, 1991.
(2) Fiscal period from September 1, 1992 (inception) to October 31, 1992.
   *Total return is not annualized for periods of less than one full year.
  **Annualized for periods of less than one full year.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997   6
    
<PAGE>

<TABLE>
<CAPTION>
                                              Janus
                                        Equity Income Fund                     Janus Growth and Income Fund
                                             1996(1)         1996        1995       1994        1993        1992    1991(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>         <C>        <C>         <C>         <C>        <C>   
 1. Net asset value, beginning of period      $10.00       $18.13      $14.69     $15.24      $12.95      $12.13     $10.00
- ---------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                       0.07         0.16        0.11       0.19        0.14        0.17       0.02
 3. Net gains or (losses) on securities
    (both realized and unrealized)              1.25         4.01        3.43      (0.31)       2.29        0.80       2.13
- ---------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations            1.32         4.17        3.54      (0.12)       2.43        0.97       2.15
- ---------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)      (.03)        (.08)      (0.10)     (0.10)      (0.14)      (0.15)     (0.02)
 6. Distributions (from capital gains)            --        (2.17)         --      (0.33)         --          --         --
- ---------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                         (.03)       (2.25)      (0.10)     (0.43)      (0.14)      (0.15)     (0.02)
- ---------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period            $11.29       $20.05      $18.13     $14.69      $15.24      $12.95     $12.13
- ---------------------------------------------------------------------------------------------------------------------------
 9. Total return*                             13.20%       25.56%      24.20%     (0.76%)     18.81%       7.98%     21.50%
- ---------------------------------------------------------------------------------------------------------------------------
10. Net assets, end of period (in millions)      $30       $1,033        $583       $490        $519        $244        $56
11. Average net assets for the
    period (in millions)                         $21         $773        $498       $500        $404        $157        $21
12. Ratio of gross expenses to
    average net assets**                       1.79%        1.05%       1.19%        N/A         N/A         N/A        N/A
13. Ratio of net expenses to
    average net assets**                       1.71%        1.03%       1.17%      1.22%       1.28%       1.52%      2.33%
14. Ratio of net investment income
    to average net assets**                    3.09%        0.70%       1.11%      1.26%       1.13%       1.61%      0.76%
15. Portfolio turnover rate**                   325%         153%        195%       123%        138%        120%        14%
16. Average commission rate                   $.0350       $.0520         N/A        N/A         N/A         N/A        N/A
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Fiscal period from June 28, 1996 (inception) to October 31, 1996.
(2) Fiscal period from May 15, 1991 (inception) to October 31, 1991.
   *Total return is not annualized for periods of less than one full year.
  **Annualized for periods of less than one full year.

- --------------------------------------------------------------------------------
Understanding the Financial Highlights

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

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

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

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

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

Ratio of net  expenses to average net assets is the total of a Fund's  operating
expenses divided by its average net assets for the stated period. Ratio of gross
expenses to average net assets does not reflect  reductions in expenses  through
the use of brokerage  commissions and uninvested cash balances  earning interest
with a Fund's custodian.

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

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

Average  commission  rate is the total of a Fund's  agency  commissions  paid on
equity securities trades divided by the number of shares purchased.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997   7
    
<PAGE>

The Funds in Detail

To help you decide  which Fund is  appropriate  for you,  this  section  takes a
closer look at the Funds' investment objectives,  policies and the securities in
which they invest. Please carefully review the "Additional Risk Factors" section
of this Prospectus for a more detailed  discussion of the risks  associated with
certain investment techniques, as well as the Janus Spectrum on page 2. Appendix
A contains a more detailed  description of investment terms used throughout this
Prospectus.  You should  carefully  consider  your own  investment  goals,  time
horizon and risk tolerance before investing in a Fund.

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

The Janus Growth Funds are designed for  long-term  investors who seek growth of
capital and who can  tolerate  the greater  risks  associated  with common stock
investments.

GROWTH FUNDS

Investment Objective: ........................................ Growth of Capital
Primary Holdings: ................................................ Common Stocks
Shareholder's Investment Horizon: .................................... Long-Term
- --------------------------------------------------------------------------------
A shareholder's investment horizon is the amount of time you should plan to hold
your  investment  in a Fund to maximize the  potential  for realizing the Fund's
objective.
- --------------------------------------------------------------------------------
Janus Fund

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

Janus Enterprise Fund

The investment  objective of this Fund is long-term  growth of capital.  It is a
non-diversified  fund that pursues its objective by normally  investing at least
50% of its  equity  assets  in  securities  issued  by  medium-sized  companies.
Medium-sized  companies are those whose market  capitalizations  fall within the
range of companies in the S&P MidCap 400 Index (the "MidCap  Index").  Companies
whose  capitalization falls outside this range after the Fund's initial purchase
continue to be considered medium-sized companies for the purpose of this policy.
As  of  December  30,   1996,   the  MidCap  Index   included   companies   with
capitalizations between approximately $192 million to $6.5 billion. The range of
the MidCap Index is expected to change on a regular basis.  Subject to the above
policy, the Fund may also invest in smaller or larger issuers.

Janus Mercury Fund

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

Janus Olympus Fund

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

Janus Overseas Fund

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

Janus Twenty Fund

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

Janus Worldwide Fund

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997   8
    
<PAGE>

GROWTH FUNDS

Each of the Growth  Funds  invests  primarily  in common  stocks of foreign  and
domestic  companies.  However,  the percentage of each Fund's assets invested in
common stocks will vary and each Fund may at times hold substantial positions in
cash  equivalents  or  interest  bearing  securities.   See  "General  Portfolio
Policies" on page 11. Each Fund may invest to a lesser  degree in other types of
securities including preferred stock, warrants,  convertible securities and debt
securities  when its  portfolio  manager  perceives an  opportunity  for capital
growth from such  securities or to receive a return on idle cash.  The Funds may
purchase  securities on a when-issued,  delayed  delivery or forward  commitment
basis.  The  Funds  may  invest  up to 25% of  their  assets  in  mortgage-  and
asset-backed securities,  up to 10% of their assets in zero coupon,  pay-in-kind
and step coupon securities, and without limit in indexed/structured  securities.
No  Fund  will  invest  35%  or  more  of  its  assets  in  high-yield/high-risk
securities.

Although  Janus  Worldwide Fund and Janus Overseas Fund are committed to foreign
investing,  all of the Growth Funds may invest  without limit in foreign  equity
and debt  securities.  The Funds  may  invest  directly  in  foreign  securities
denominated in a foreign  currency and not publicly traded in the United States.
Other ways of investing in foreign  securities  include  depositary  receipts or
shares, and passive foreign investment  companies.  Each of the Growth Funds may
use  futures,  options  and  other  derivatives  for  hedging  purposes  or  for
non-hedging  purposes such as seeking to enhance return.  See  "Additional  Risk
Factors" on pages 12-13 for a discussion  of the risks  associated  with foreign
investing and derivatives.

The following questions are designed to help you better understand an investment
in the Janus Growth Funds.

How are common stocks selected?
Each of the  Growth  Funds  invests  substantially  all of its  assets in common
stocks to the extent its portfolio  manager  believes  that the relevant  market
environment favors profitable investing in those securities.  Portfolio managers
generally  take a "bottom up" approach to building  their  portfolios.  In other
words, they seek to identify individual companies with earnings growth potential
that may not be recognized by the market at large. Although themes may emerge in
any Fund,  securities  are  generally  selected  without  regard to any  defined
industry sector or other similarly defined selection  procedure.  Realization of
income is not a significant  investment  consideration for the Growth Funds. Any
income  realized on the Growth  Funds'  investments  will be incidental to their
objectives.
- --------------------------------------------------------------------------------
Are the same criteria used to select foreign securities?
Generally,  yes.  Portfolio  managers seek companies  that meet their  selection
criteria  regardless of country of organization  or place of principal  business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic  areas  may  warrant  greater   consideration  in  selecting  foreign
securities. See "Additional Risk Factors" on pages 12-13.
- --------------------------------------------------------------------------------
What is the main risk of investing in a common stock fund?
The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and/or  economic  conditions.  Historically,  common stocks have provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on pages 12-13.
- --------------------------------------------------------------------------------
What is meant by "market capitalization"?
Market capitalization is the most commonly used measure of the size and value of
a company.  It is computed by multiplying the current market price of a share of
the  company's  stock by the total  number of its shares  outstanding.  As noted
previously,  market capitalization is an important investment criteria for Janus
Enterprise  Fund.  Although the other Growth Funds offered by this Prospectus do
not emphasize  companies of any particular  size, Funds with a larger asset base
(e.g.,  Janus  Fund)  are more  likely to invest  in  larger,  more  established
issuers.
- --------------------------------------------------------------------------------
How does a diversified fund differ from a nondiversified fund?
Diversification  is a means of reducing  risk by investing a fund's  assets in a
broad  range of  stocks or other  securities.  A  "nondiversified"  fund has the
ability to take larger  positions  in a smaller  number of issuers.  Because the
appreciation  or depreciation of a single stock may have a greater impact on the
NAV of a nondiversified  fund, its share price can be expected to fluctuate more
than a comparable  diversified  fund. Janus Enterprise Fund, Janus Olympus Fund,
and Janus Twenty Fund are nondiversified funds. See the Janus Spectrum on page 2
and "General Portfolio Policies" on page 11.
- --------------------------------------------------------------------------------
How do the Growth Funds try to reduce risk?
Diversification  of a Fund's assets  reduces the effect of any single holding on
its overall  portfolio  value.  A Fund may also use  futures,  options and other
derivative  instruments  to protect its portfolio  from  movements in securities
prices  and  interest  rates.  The Funds may use a variety of  currency  hedging
techniques,  including forward currency contracts, to manage exchange rate risk.
See "Additional Risk Factors" on pages 12-13. In addition,  to the extent that a
Fund holds a larger cash position,  it might not  participate in market declines
to the same extent as if the Fund remained more fully invested in common stocks.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997   9
    
<PAGE>

The Janus Combination Funds are designed for investors who primarily seek growth
of capital with a degree of emphasis on income. These Funds are not designed for
investors who desire a consistent level of income.

COMBINATION FUNDS

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

Janus Balanced Fund

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

Janus Equity Income Fund

The investment  objective of this Fund is current income and long-term growth of
capital.  It is a  diversified  fund that  pursues  its  objective  by  normally
investing  at  least  65% of its  invested  assets  in  income-producing  equity
securities.  Equity securities include common stocks, preferred stocks, warrants
and securities  convertible into common or preferred stocks. Growth potential is
a significant investment consideration and the Fund may hold securities selected
solely for their growth potential.

Janus Growth and Income Fund

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

COMBINATION FUNDS

All of the  Combination  Funds may  invest in a  combination  of common  stocks,
preferred stocks, convertible securities, debt securities and other fixed-income
securities.  The  Combination  Funds  may  invest  in the  types of  investments
previously described under "Growth Funds" on page 9.

The following questions are designed to help you better understand an investment
in the Janus Combination Funds.

How do the Combination Funds differ from each other?
Janus  Growth and Income Fund places a greater  emphasis  on  aggressive  growth
stocks.  Because it generally  invests  more  heavily in such stocks,  its share
price can be expected to fluctuate more than the other Combination  Funds. Janus
Equity Income Fund emphasizes  investments in dividend-paying  common stocks and
other equity securities characterized by relatively greater price stability, and
thus may be expected to be less  volatile  than Janus Growth and Income Fund, as
discussed in more detail below.  Janus Balanced  Fund's greater  emphasis on the
income component of its portfolio  results in it being the least volatile of the
Combination  Funds.  Janus  Growth and Income  Fund has  historically  derived a
greater portion of its income from  dividend-paying  common stocks,  while Janus
Balanced  Fund  invests to a greater  degree in debt  securities  and  preferred
stock.
- --------------------------------------------------------------------------------
How does Janus Equity Income Fund try to limit portfolio volatility?
Janus Equity Income Fund seeks to provide a lower level of  volatility  than the
stock market at large, as measured by the S&P 500. The lower  volatility  sought
by this Fund is expected to result primarily from investments in dividend-paying
common stocks and other equity  securities  characterized by relatively  greater
price stability.  The greater price stability sought by Janus Equity Income Fund
may be  characteristic  of companies that generate  above average  positive cash
flows. A company may use positive cash flows for a number of purposes  including
commencing  or  increasing  dividend  payments,  repurchasing  its own  stock or
retiring outstanding debt. The portfolio manager also considers growth potential
in selecting this Fund's securities and may hold securities  selected solely for
their growth potential.
- --------------------------------------------------------------------------------
How are equity securities selected?
The growth  component of Janus Balanced Fund and Janus Growth and Income Fund is
expected to consist  primarily  of common  stocks and Janus  Equity  Income Fund
invests substantially all of its assets in common stocks. The selection criteria
for  common  stocks are  described  on page 9.  Because  income is a part of the
investment  objective of the Combination Funds, a portfolio manager may consider
dividend-paying   characteristics  to  a  greater  degree  in  selecting  equity
securities for these Funds.  The Combination  Funds may also find  opportunities
for  capital  growth  from debt  securities  because of  anticipated  changes in
interest rates, credit standing, currency relationships or other factors.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  10
    
<PAGE>

How are assets  allocated  between  the growth  and  income  component  of Janus
Balanced Fund's and Janus Growth and Income Fund's portfolios?
Janus  Balanced  Fund and Janus Growth and Income Fund shift assets  between the
growth  and  income  components  of  their  respective  portfolios  based on the
portfolio  managers'  analysis  of  relevant  market,   financial  and  economic
conditions.  If a portfolio manager believes that growth securities will provide
better  returns than the yields then  available or expected on  income-producing
securities,  then  that  Fund  will  place  a  greater  emphasis  on the  growth
component.
- --------------------------------------------------------------------------------
What types of securities  make up the income  component of Janus Balanced Fund's
and Janus Growth and Income  Fund's  portfolios?
The income  component  of Janus  Balanced  Fund and Janus Growth and Income Fund
will  consist of  securities  that the  portfolio  managers  believe have income
potential. Such securities may include equity securities, convertible securities
and all types of debt  securities.  Equity  securities  may be  included  in the
income  component  of a Fund if they  currently  pay  dividends  or a  portfolio
manager  believes they have the potential for either  increasing their dividends
or commencing  dividends,  if none are currently  paid.  Investors in all of the
Combination  Funds  should  keep in mind  that  the  Combination  Funds  are not
designed to produce a consistent level of income.

GENERAL PORTFOLIO POLICIES

Unless otherwise  stated,  each of the following  policies applies to all of the
Funds.  The percentage  limitations  included in these policies and elsewhere in
this Prospectus apply at the time of purchase of the security. For example, if a
Fund  exceeds a limit as a result of  market  fluctuations  or the sale of other
securities, it will not be required to dispose of any securities.

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

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

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

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

o    As a fundamental  policy,  with respect to 50% of the total assets of Janus
     Enterprise  Fund,  Janus  Olympus Fund and Janus Twenty Fund and 75% of the
     total  assets of the other Funds,  no Fund will  purchase a security of any
     issuer (other than cash items and U.S. government securities, as defined in
     the 1940 Act) if such purchase would cause a Fund's holdings of that issuer
     to amount to more than 5% of that Fund's total assets.

o    No Fund will  invest more than 25% of its total  assets in a single  issuer
     (other than U.S. government securities).

o    Janus Enterprise Fund, Janus Olympus Fund and Janus Twenty Fund reserve the
     right to become diversified funds by limiting the investments in which more
     than 5% of their total assets are invested.

Industry Concentration
As a fundamental  policy, no Fund will invest 25% or more of its total assets in
any particular industry (excluding U.S. government securities).

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

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  11
    
<PAGE>

Illiquid Investments
Each  Fund may  invest  up to 15% of its net  assets  in  illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by Janus Capital.  An illiquid investment is a security or other position
that  cannot be  disposed  of  quickly in the normal  course of  business.  Some
securities  cannot be sold to the U.S.  public because of their terms or because
of SEC  regulations.  Janus Capital will follow  guidelines  established  by the
Funds' Trustees in making liquidity  determinations for Rule 144A securities and
certain  other  securities,  including  privately  placed  commercial  paper and
municipal lease obligations.

Borrowing and Lending
Each Fund may borrow money and lend securities or other assets, as follows:

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

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

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

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

ADDITIONAL RISK FACTORS

Foreign Securities

Investments in foreign securities,  including those of foreign governments,  may
involve greater risks than investing in comparable domestic securities.

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

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

o    Political  and  Economic  Risk.  Foreign  investments  may  be  subject  to
     heightened political and economic risks,  particularly in underdeveloped or
     developing  countries  which may have relatively  unstable  governments and
     economies based on only a few industries.  In some countries,  there is the
     risk that the  government  may take  over the  assets  or  operations  of a
     company or that the government may impose taxes or limits on the removal of
     a Fund's assets from that country.  The Funds may invest in emerging market
     countries. Emerging market countries involve greater risks such as immature
     economic   structures,   national  policies   restricting   investments  by
     foreigners, and different legal systems.

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.

Foreign securities purchased indirectly (e.g.,  depositary receipts) are subject
to many of the above risks, including currency risk, because their values depend
on the performance of a foreign security denominated in its home currency.

Investments in Smaller Companies

Smaller or newer companies may suffer more significant losses as well as realize
more substantial growth than larger or more established issuers.

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  12
    
<PAGE>

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

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

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

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

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

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

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

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

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

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

When a Fund invests in a derivative instrument,  it may be required to segregate
cash and other 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  (such as,  Standard &
Poor's Ratings Services and Moody's Investors Service, Inc.).

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

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

Please refer to the SAI for a description of bond rating categories.

Short Sales
Each Fund may engage in "short sales against the box." This  technique  involves
selling either a security that a Fund owns, or a security equivalent in kind and
amount to the  security  sold short  that the Fund has the right to obtain,  for
delivery at a specified date in the future.  A Fund will enter into a short sale
against the box to hedge  against  anticipated  declines in the market  price of
portfolio  securities  or to  defer  an  unrealized  gain.  If the  value of the
securities  sold short  increases  prior to the scheduled  delivery date, a Fund
loses the opportunity to participate in the gain.

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

See Appendix A for risks associated with certain other investments.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  13
    
<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
and features may be modified or  discontinued  without  shareholder  approval or
prior notice.

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 Funds  reserve  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 for each subsequent investment.
- --------------------------------------------------------------------------------
TYPES OF ACCOUNT OWNERSHIP

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

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

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

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

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

RETIREMENT ACCOUNTS

If you  are  eligible,  you  may  set up  your  account  under  a  tax-sheltered
retirement plan. A retirement plan allows you to shelter your investment  income
and capital gains from current income taxes.  A contribution  to these plans may
also be tax  deductible.  Distributions  from a  retirement  plan are  generally
subject to income tax and may be subject to an additional tax if withdrawn prior
to age 59 1/2.

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

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

o    Individual  Retirement  Account: An IRA allows individuals under age 70 1/2
     with earned  income to  contribute  up to the lesser of $2,000  ($4,000 for
     most married couples) or 100% of compensation annually. Please refer to the
     Janus IRA booklet for complete information regarding IRAs.

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

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

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  14
    
<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. Send all items to one of the following addresses:

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

For Overnight Carrier
- ---------------------
Janus
Suite 101
3773 Cherry Creek North Drive
Denver, CO 80209-3811

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

HOW TO PURCHASE SHARES

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

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

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

o    Checks must be drawn on U.S. banks and made payable to Janus.

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

o    If the Funds are unable to debit your predesignated bank account on the day
     of purchase, they may make additional attempts or cancel the purchase.

o    The Funds reserve the right to reject any specific purchase request.

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

Once you have opened your Janus  account,  the minimum  amount for an additional
investment  is $100.  You may add to your account at any time through any of the
following options:

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

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

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

Automatic Investment Programs
Janus  offers  several  automatic  investment  plans  to help you  achieve  your
financial  goals as simply  and  conveniently  as  possible.  You may open a new
account with a $500 initial purchase and $100 automatic subsequent investments.

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

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

o    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 17.

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  15
    
<PAGE>

during normal  business  hours or call the Janus  Electronic  Telephone  Service
(JETS(R)) line at 1-800-525-6125.

By Systematic Exchange
As noted above, you may establish a Systematic  Exchange for as little as a $100
subsequent purchase per month on established  accounts.  You may establish a new
account with a $500 initial  purchase and subsequent $100 systematic  exchanges.
If the balance in the account you are exchanging from falls below the systematic
exchange amount,  all remaining shares will be exchanged and the program will be
discontinued.

Exchange Policies

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

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

o    You may  make  four  exchanges  out of each  Fund  during a  calendar  year
     (exclusive of Systematic Exchanges) free of charge.

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

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

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

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

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

QUICK ADDRESS AND TELEPHONE REFERENCE

Mailing Address
Janus
P.O. Box 173375
Denver, CO 80217-3375

For Overnight Carrier
Janus
Suite 101
3773 Cherry Creek North Drive
Denver, CO 80209-3811

Janus Internet Address
http://www.JanusFunds.com

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 Quoteline(R)           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 on page 17.

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

PAYMENT OF REDEMPTION PROCEEDS

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

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

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

If the shares being redeemed were  purchased by check,  telephone or through the
Automatic Monthly  Investment  Program,  the Funds may delay the payment of your
redemption  proceeds  for up to 15 days  from the day of  purchase  to allow the
purchase to clear.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  16
    
<PAGE>

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 15 and must include the following
information:

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

Signature Requirements Based on Account Type

o    Individual,  Joint Tenants, Tenants in Common: Written instructions must be
     signed by each  shareholder,  exactly  as the names  appear in the  account
     registration.
o    UGMA or UTMA: Written  instructions must be signed by the custodian in his/
     her capacity as it appears in the account registration.
o    Sole Proprietor, General Partner: Written instructions must be signed by an
     authorized  individual  in his/her  capacity  as it appears in the  account
     registration.
o    Corporation,  Association:  Written  instructions  must  be  signed  by the
     person(s)  authorized to act on the account. In addition,  a certified copy
     of the corporate  resolution  authorizing  the signer to act must accompany
     the request.
o    Trust: Written  instructions must be signed by the trustee(s).  If the name
     of the current  trustee(s) does not appear in the account  registration,  a
     certificate of incumbency dated within 60 days must also be submitted.
o    IRA:  Written  instructions  must be signed by the account owner. If you do
     not want federal income tax withheld from your  redemption,  you must state
     that you  elect not to have  such  withholding  apply.  In  addition,  your
     instructions  must state whether the  distribution  is normal (after age 59
     1/2) or  premature  (before  age 59 1/2) 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.  A Fund's  NAV is
calculated  at the close of the  regular  trading  session of the New York Stock
Exchange (the "NYSE")  (normally 4:00 p.m. New York time) each day that the NYSE
is open.  In order to receive a day's price,  your order must be received by the
close of the  regular  trading  session  of the NYSE.  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  Funds  reserve  the right to  require a  signature  guarantee  under  other
circumstances  or to reject or delay a redemption on certain legal grounds.  For
more information pertaining to signature guarantees, please call 1-800-525-3713.

HOW TO OBTAIN A SIGNATURE GUARANTEE

A signature  guarantee  assures  that a  signature  is  genuine.  The  signature
guarantee  protects  shareholders  from  unauthorized  account  transfers.   The
following financial  institutions may guarantee  signatures:  banks, savings and
loan associations,  trust companies, credit unions,  broker-dealers,  and member
firms of a national securities exchange.  Call your financial institution to see
if they have the ability to guarantee a signature. A signature guarantee may not
be provided by a notary public.

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

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

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

Janus Web Site
Janus maintains a Web site located at http://www.JanusFunds.com.  You can access
information  such as your  account  balance and the Funds' NAVs  through the Web
site. In addition,  you may request  and/or  download a prospectus for any Janus
fund.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  17
    
<PAGE>

Account Minimums
Minimum account sizes are noted on page 14. An account  established on or before
February  18, 1996 is  required to meet the minimum  balances in effect when the
account was established ($1,000 for regular accounts and $250 for retirement and
UGMA/UTMA  accounts).  An active Automatic Monthly  Investment (AMI) on any such
account  exempted  it  from  any  minimum  initial  investment  requirement  and
continues to do so. In addition, an active AMI on these accounts may continue at
$50 per month,  provided there is no interruption in the AMI program.  All other
subsequent investments must meet the $100 required minimum.

Due to the  proportionately  higher costs of maintaining  small accounts,  Janus
reserves  the right to  deduct a $10  minimum  balance  fee (or the value of the
account if less than $10) from accounts with values below the minimums described
on page 14 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 in September.
The $10 fee will be assessed on the second Friday of September of each year. You
will receive  notice  before we charge the $10 fee or close your account so that
you may increase your account balance to the required minimum.

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

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

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

Involuntary Redemptions
The Funds reserve the right to close an account if the  shareholder is deemed to
engage in activities  which are illegal or otherwise  believed to be detrimental
to the Funds.

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

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

Temporary Suspension of Services
The  Funds  or their  agents  may,  in case of  emergency,  temporarily  suspend
telephone transactions and other shareholder services.

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

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

Statements and Reports
Investors   participating  in  an  automatic  investment  program  will  receive
quarterly  confirmations  of  all  transactions.  The  Funds  will  send  you  a
transaction confirmation statement after every non-systematic  transaction.  The
Growth Funds distribute  dividend  information  annually.  The Combination Funds
distribute dividend  information  quarterly.  Tax information  regarding the tax
status of income  dividends  and capital gains  distributions  will be mailed to
shareholders  on or before  January 31st of each year.  Account tax  information
will also be sent to the IRS.

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  18
    
<PAGE>

Management of the Funds

TRUSTEES

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

INVESTMENT ADVISER

Janus  Capital,  100  Fillmore  Street,  Denver,  Colorado  80206-4928,  is  the
investment  adviser to each of the Funds and is  responsible  for the day-to-day
management of the investment portfolios and other business affairs of the Funds.

Janus Capital began serving as investment adviser to Janus Fund at its inception
in 1970 and currently serves as investment adviser to all of the Janus funds, as
well as adviser or subadviser to other mutual funds and  individual,  corporate,
charitable and retirement accounts.

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

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

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

   
David J. Corkins is Executive  Vice  President  and  portfolio  manager of Janus
Growth and Income Fund which he has managed  since  August 1997.  He  previously
served as an assistant  portfolio manager of Janus Mercury Fund. He joined Janus
in 1995 as a  research  analyst  specializing  in  domestic  financial  services
companies and a variety of foreign  industries.  Prior to joining Janus,  he was
the Chief  Financial  Officer of Chase U.S.  Consumer  Services,  Inc.,  a Chase
Manhattan mortgage business.  He holds a Bachelor of Arts in English and Russian
from Dartmouth and Master of Business Administration from Columbia University.
    
- --------------------------------------------------------------------------------
James P.  Craig,  III is  Chief  Investment  Officer  of  Janus  Capital.  He is
Executive  Vice  President  and  portfolio  manager of Janus Fund,  which he has
managed  since 1986.  He is also  Executive  Vice  President and a co-manager of
Janus  Venture  Fund,  which he has managed  since  February 1, 1997.  Mr. Craig
previously  managed  Janus  Venture Fund from its inception to December 1993 and
Janus  Balanced Fund from December 1993 to December 1995. He holds a Bachelor of
Arts in Business from the  University of Alabama and a Master of Arts in Finance
from the Wharton School of the University of Pennsylvania.
- --------------------------------------------------------------------------------
James P.  Goff is  Executive  Vice  President  and  portfolio  manager  of Janus
Enterprise Fund. Mr. Goff joined Janus Capital in 1988 and has managed this Fund
since its  inception.  Mr. Goff managed or  co-managed  Janus  Venture Fund from
December 1993 to February 1, 1997. He holds a Bachelor of Arts in Economics from
Yale University and is a Chartered Financial Analyst.
- --------------------------------------------------------------------------------
Helen Young Hayes is Executive  Vice  President and  portfolio  manager of Janus
Worldwide  Fund and Janus  Overseas Fund. Ms. Hayes joined Janus Capital in 1987
and has managed or co-managed Janus Worldwide Fund and Janus Overseas Fund since
their inceptions. She holds a Bachelor of Arts in Economics from Yale University
and is a Chartered Financial Analyst.
- --------------------------------------------------------------------------------
Warren B. Lammert is Executive  Vice  President and  portfolio  manager of Janus
Mercury  Fund.  Mr.  Lammert  joined Janus Capital in 1987 and has managed Janus
Mercury Fund since its inception  and Janus  Balanced Fund from its inception to
December  1993.  He also  co-managed  Janus  Venture Fund from  December 1993 to
December 1996. 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.
       
- --------------------------------------------------------------------------------
Blaine P. Rollins is Executive  Vice  President and  portfolio  manager of Janus
Balanced Fund,  which he has managed since January 1996, and Janus Equity Income
Fund, which he has managed since inception.  He has been an assistant  portfolio
manager of Janus Fund since January 1995.  Mr.  Rollins  joined Janus Capital in
1990 and gained experience as a fixed-income  trader and equity research analyst
prior to assuming management  responsibility for Janus Balanced Fund. He holds a
Bachelor  of  Science  in  Finance  from the  University  of  Colorado  and is a
Chartered Financial Analyst.
- --------------------------------------------------------------------------------
   
Scott W. Schoelzel is Executive  Vice  President and portfolio  manager of Janus
Twenty Fund, which he has managed since August 1997. He previously managed Janus
Olympus  Fund from its  inception  to August 1997.  Mr.  Schoelzel  joined Janus
Capital  in January  1994.  From 1991 to 1993,  Mr.  Schoelzel  was a  portfolio
manager with Founders Asset Management, Denver, Colorado. He holds a Bachelor of
Arts in Business from Colorado College.
- --------------------------------------------------------------------------------
Claire W. Young is  Executive  Vice  President  and  portfolio  manager of Janus
Olympus Fund which she has managed since August 1997. She  previously  served as
an assistant  portfolio manager of Janus Growth and Income Fund and Janus Twenty
Fund. Ms. Young joined Janus Capital in 1992 as a research analyst.  She holds a
Bachelor of Science in  Electrical  Engineering  from Yale  University  and is a
Chartered Financial Analyst.
    

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  19
    
<PAGE>

ASSISTANT PORTFOLIO MANAGERS

Laurence Chang is assistant  portfolio  manager of Janus Overseas Fund and Janus
Worldwide Fund. He received an undergraduate  degree with honors in religion and
philosophy  from Dartmouth  College and a Master's  Degree in Political  Science
from Stanford University. He is a Chartered Financial Analyst.

David Decker is an assistant  portfolio  manager of Janus Fund.  He is Executive
Vice President and portfolio manager of Janus Special  Situations Fund, which he
has  managed  since  inception.  Mr.  Decker  received  a  Masters  of  Business
Administration  in Finance from the Fuqua School of Business at Duke  University
and  a  Bachelor's   Degree  in  Economics  and  Political  Science  from  Tufts
University. He is a Chartered Financial Analyst.
       

Personal Investing
Janus Capital does not permit portfolio managers to purchase and sell securities
for their own accounts,  except under the limited exceptions  contained in Janus
Capital's policy governing personal  investing.  Janus Capital's policy requires
investment and other personnel to conduct their personal  investment  activities
in a manner that Janus Capital believes is not detrimental to the Funds or Janus
Capital's other advisory clients. See the SAI for more detailed information.

BREAKDOWN OF MANAGEMENT EXPENSES

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

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

Differences  in the  actual  management  fees  incurred  by the  Funds  are  due
primarily to variances in the asset size of the Funds.  As asset size increases,
the annual rate of the  management  fee  declines in  accordance  with the above
schedules.  In addition, each Fund incurs expenses not assumed by Janus Capital,
including  transfer  agent and custodian  fees and expenses,  legal and auditing
fees,  printing and mailing costs of sending  reports and other  information  to
existing  shareholders,  and independent Trustees' fees and expenses. The Annual
Fund  Operating  Expenses  table on page 3 lists the  management  fees and total
operating expenses of each Fund for the most recent fiscal year.

PORTFOLIO TRANSACTIONS

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

OTHER SERVICE PROVIDERS

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

Custodian
State Street Bank and Trust Company
P.O. Box 0351
Boston, Massachusetts 02117-0351

Transfer Agent
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

Distributor
Janus Distributors, Inc.
100 Fillmore Street
Denver, Colorado 80206-4928

Janus  Service  Corporation  and  Janus  Distributors,   Inc.  are  wholly-owned
subsidiaries of Janus Capital.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  20
    
<PAGE>

OTHER INFORMATION

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

As of the date of this Prospectus, the Trust offers 19 separate series, three of
which  currently offer three classes of shares.  This  Prospectus  describes ten
series of the Trust; the other series are offered by separate prospectuses.

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

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

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  21
    
<PAGE>

Distributions and Taxes
- --------------------------------------------------------------------------------
DISTRIBUTIONS
To avoid  taxation,  the Internal  Revenue Code requires each Fund to distribute
net income and any net gains  realized  by its  investments  annually.  A Fund's
income from dividends and interest and any net realized short-term capital gains
are paid to shareholders as ordinary income  dividends.  Net realized  long-term
gains are paid to shareholders as capital gains distributions.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DISTRIBUTION SCHEDULE
                                           Dividends                                 Capital Gains
- ------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                       <C>
Growth Funds                               Declared and paid in December             Declared and paid in December
- ------------------------------------------------------------------------------------------------------------------
Combination Funds                          Declared and paid in March, June,         Declared and paid in December
                                           September and December
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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

If Janus Fund's share price was $10.00 on December 30, the Fund's share price on
December 31 would be $9.75, barring market fluctuations.  Shareholders should be
aware that distributions from a taxable mutual fund are not  value-enhancing and
may create income tax obligations.

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

DISTRIBUTION OPTIONS

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

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

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

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

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

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  22
    
<PAGE>
- --------------------------------------------------------------------------------
TAXES

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

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

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

The Funds do not expect to pay any federal  income or excise taxes  because they
intend  to  meet  certain  requirements  of the  Internal  Revenue  Code.  It is
important  that the Funds meet these  requirements  so that any earnings on your
investment will not be taxed twice.
- --------------------------------------------------------------------------------
Performance Terms

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

Cumulative  total return  represents  the actual rate of return on an investment
for a specified period. The Financial Highlights tables beginning on page 4 show
total return for a single fiscal  period.  Cumulative  total return is generally
quoted for more than one year (e.g.,  the life of the Fund). A cumulative  total
return does not show interim fluctuations in the value of an investment.

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

The Funds  impose no sales or other  charges  that  would  affect  total  return
computations. Fund performance figures are based upon historical results and are
not intended to indicate future  performance.  Investment  returns and net asset
value will fluctuate so that an investor's shares,  when redeemed,  may be worth
more or less than their original cost.

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  23
    
<PAGE>

Appendix A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

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

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

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

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

Pay-in-kind bonds are debt securities that normally give the issuer an option to
pay cash at a coupon  payment  date or give the holder of the security a similar
bond  with the same  coupon  rate and a face  value  equal to the  amount of the
coupon payment that would have been made.

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

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

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

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

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

Step coupon bonds are debt  securities  that trade at a discount from their face

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  24
    
<PAGE>

value and pay coupon  interest.  The discount from the face value depends on the
time remaining until cash payments begin,  prevailing interest rates,  liquidity
of the security and the perceived credit quality of the issuer.

Strip bonds 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.

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

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

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

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward  contracts  are  contracts  to purchase  or sell a  specified  amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently  exchange traded and are typically  negotiated on an individual basis.
The Funds may enter into forward currency contracts to hedge against declines in
the value of  securities  denominated  in, or whose value is tied to, a currency
other than the U.S.  dollar or to reduce the impact of currency  appreciation on
purchases  of such  securities.  They may also enter into  forward  contracts to
purchase or sell securities or other financial indices.

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

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

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

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

   
JANUS EQUITY FUNDS COMBINED PROSPECTUS
                          FEBRUARY 17, 1997 AS SUPPLEMENTED OCTOBER 13, 1997  25
    
<PAGE>

                   100 Fillmore Street
                   Denver, Colorado 80206-4928
                   (800) 525-3713

[LOGO] JANUS       Funds distributed by Janus Distributors, Inc.
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