JANUS INVESTMENT FUND
497, 1997-02-19
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                            CONTENTS

THE FUND AT A GLANCE

Brief description of the Fund ........................... 3

EXPENSE INFORMATION

The Fund's annual operating expenses .................... 4
Financial Highlights - a summary 
   of financial data .................................... 5
Investment Objective and Policies ....................... 7
General Portfolio Policies ..............................10
Additional Risk Factors .................................11

PERFORMANCE TERMS

An Explanation of Performance Terms .....................15

SHAREHOLDER's MANUAL

Types of Account Ownership ..............................16
How to Open Your Janus Account ..........................18
How to Purchase Shares ..................................18
How to Exchange Shares ..................................20
How to Redeem Shares ....................................23
Shareholder Services and Account Policies ...............26

MANAGEMENT OF THE FUND

Investment Adviser and Portfolio Manager ................29
Management Expenses .....................................30
Portfolio Transactions ..................................30
Other Service Providers .................................31
Other Information .......................................31

DISTRIBUTIONS AND TAXES

Distributions ...........................................33
Taxes ...................................................34

APPENDIX A

Glossary of Investment Terms ............................36




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                    Janus Equity Income Fund
                       100 Fillmore Street
                      Denver, CO 80206-4928
                         1-800-525-3713
                    http://www.JanusFunds.com

                        February 17, 1997

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

For complete information on how to purchase, exchange and sell
shares, please see the Shareholder's Manual beginning on page 16.

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

Additional information about the Fund is contained in a Statement
of Additional Information ("SAI") filed with the SEC.  The SAI
dated February 17, 1997, is incorporated by reference into this
Prospectus.  For a copy of the SAI, write or call the Fund at the
address or phone number listed above.  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 Fund.

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.






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<PAGE>

                      THE FUND AT A GLANCE


INVESTMENT OBJECTIVE:

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

PRIMARY HOLDINGS:

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

SHAREHOLDER'S INVESTMENT HORIZON:

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

FUND ADVISER:

Janus Capital Corporation ("Janus Capital") serves as the Fund's
investment adviser.  Janus Capital has been in the investment
advisory business for over 26 years and currently manages
approximately $50 billion in assets.

FUND MANAGER:

Blaine P. Rollins

FUND INCEPTION:

June 1996

















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                       EXPENSE INFORMATION

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

SHAREHOLDER TRANSACTION EXPENSES

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

*There is an $8 service fee for redemptions by wire.  


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

Management Fee                                           1.00% 
Other Expenses                                           0.79%(2)

Total Fund Operating Expenses                            1.79%

(1) The information in the table above is based on expenses
    before expense offset arrangements for the fiscal period
    ended October 31, 1996.

(2) "Other Expenses" are based on the fees and expenses that the
    Fund incurred in its initial fiscal period.  
















                                4



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EXAMPLE

                                1 Year 3 Years   5 Years 10 Years

Assume you invest $1,000, the
Fund returns 5% annually and
its expense ratio remains as
listed above.  This example
shows the operating expenses
that you would indirectly bear
as an investor in the Fund.       $18    $56       $97     $211

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

Financial Highlights

The information below is for the fiscal period ended October 31st
and has been audited by the accounting firm of Price Waterhouse,
LLP.  Their report is included in the Fund's Annual Report, which
is incorporated by reference into the SAI.  

                                                          1996(1)

1.   Net asset value, beginning of period                 $10.00
     Income from investment operations:
2.   Net investment income                                  0.07
3.   Net gains (or losses) on securities
     (both realized and unrealized)                         1.25
4.   Total from investment operations                       1.32
     Less distributions:
5.   Dividends (from net investment income)                (.03)
6.   Distributions (from capital gains)                       --
7.   Total distributions                                   (.03)
8.   Net asset value, end of period                       $11.29
9.   Total return*                                        13.20%
10.  Net assets, end of period (in millions)                 $30
11.  Average net assets for the period (in millions)         $21
12.  Ratio of gross expenses to average net assets**       1.79%
13.  Ratio of net expenses to average net assets**         1.71%
14.  Ratio of net investment income to average 
     net assets**                                          3.09%
15.  Portfolio turnover rate**                              325%
16.  Average commission rate                              $.0350

(1)  Fiscal period from June 28, 1996 (inception) to October 31,
     1996.
 *   Total return is not annualized.
**   Annualized.



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Understanding the Financial Highlights

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

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

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

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

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

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

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




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

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

                       THE FUND IN DETAIL

This section takes a closer look at the Fund's investment
objective, policies and the securities in which it invests.
Please carefully review the "Additional Risk Factors" section of
this Prospectus for a more detailed discussion of the risks
associated with certain investment techniques and refer to
Appendix A for a more detailed description of investment terms
used throughout this Prospectus.  You should carefully consider
your own investment goals, time horizon and risk tolerance before
investing in the Fund.  Policies that are noted as "fundamental"
cannot be changed without a shareholder vote.  All other
policies, including the Fund's investment objective, are not
fundamental and may be changed by the Fund's Trustees without a
shareholder vote.  You will be notified of any such changes that
are material.  If there is a material change in the Fund's
objective or policies, you should consider whether the Fund
remains an appropriate investment for you.

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income and long-
term growth of capital.  It is a diversified fund that pursues
its objective by normally investing at least 65% of 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.

TYPES OF INVESTMENTS

The Fund intends to emphasize common stocks.  The Fund may invest
to a lesser degree in other types of securities, including
preferred stock, warrants, convertible securities and debt
securities.  The Fund may invest up to 25% of its assets in
mortgage- and asset-backed securities, up to 10% of its assets in
zero coupon, pay-in-kind and step-coupon securities, and without
limit in indexed/structured securities.  The Fund will invest
less than 35% of its assets in high-yield/high-risk securities.
The Fund may also purchase high-grade commercial paper,
certificates of deposit, and repurchase agreements.  Such


                                7



<PAGE>

securities may offer growth or income potential because of
anticipated changes in interest rates, credit standing, currency
relationships or other factors.  The Fund may also invest in
short-term debt securities, including money market funds managed
by Janus Capital, as a means of receiving a return on idle cash.

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

The Fund may invest without limit in foreign equity and debt
securities.  The Fund may 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.  The Fund may use options, futures and
other types of derivatives for hedging purposes or for non-
hedging purposes such as seeking to enhance return.  See
"Additional Risk Factors" on page 11.  The Fund may purchase
securities on a when-issued, delayed delivery or forward
commitment basis.

The following questions are designed to help you better
understand an investment in the Fund.

How are equity securities selected?  

The Fund invests substantially all of its assets in common stocks
and other equity securities to the extent its portfolio manager
believes that the relevant market environment favors profitable
investing in those securities.  The Fund seeks to provide a lower
level of volatility than the stock market at large, as measured
by the S&P 500.  The lower volatility sought by the Fund is
expected to result primarily from investments in dividend-paying
common stocks and other equity securities that are characterized
by relatively greater price stability.  The greater price
stability sought by the Fund may be characteristic of companies
that generate above average positive cash flows.  A company may
use positive cash flows for a number of purposes including
commencing or increasing dividend payments, repurchasing its own
stock or retiring outstanding debt.  The portfolio manager also


                                8



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considers growth potential in selecting the Fund's securities and
may hold securities selected solely for their growth potential.
The portfolio manager generally takes a "bottom up" approach to
building the portfolio.  Although themes may emerge in the Fund,
securities are generally selected without regard to any defined
industry sector or similarly defined selection procedure.

Are the same criteria used to select foreign securities?

Generally, yes.  The portfolio manager seeks companies that meet
his selection criteria regardless of country of organization or
place of principal business activity.  Foreign securities are
generally selected on a stock-by-stock basis without regard to
any defined allocation among countries or geographic regions.
However, certain factors such as expected levels of inflation,
government policies influencing business conditions, the outlook
for currency relationships, and prospects for economic growth
among countries, regions or geographic areas may warrant greater
consideration in selecting foreign securities.  See "Additional
Risk Factors" on page 11.

What is the main risk of investing in a common stock fund?

The fundamental risk associated with any common stock fund is the
risk that the value of the stocks it holds might decrease.  Stock
values may fluctuate in response to the activities of an
individual company or in response to general market and/or
economic conditions.  Historically, common stocks have provided
greater long-term returns and have entailed greater short-term
risks than other investment choices.  Smaller or newer issuers
are more likely to realize more substantial growth as well as
suffer more significant losses than larger or more established
issuers.  Investments in such companies can be both more volatile
and more speculative.  See "Additional Risk Factors" on page 11.

How does the Fund try to reduce risk?

Diversification of the Fund's assets reduces the effect of any
single holding on its overall portfolio value.  The Fund may use
futures, options and other derivative instruments to protect the
portfolio from movements in securities prices and interest rates.
The Fund may also use a variety of currency hedging techniques,
including forward currency contracts, to manage exchange rate
risk.  See "Additional Risk Factors" on page 11.  In addition, to
the extent that the Fund holds a larger cash position, it might
not participate in market declines to the same extent as if it
had remained more fully invested in common stocks.






                                9



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GENERAL PORTFOLIO POLICIES

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

Diversification

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

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

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

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

Industry Concentration

As a fundamental policy, the Fund will not invest 25% or more of
its total assets in any particular industry (excluding U.S.
government securities).

Portfolio Turnover

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

To a limited extent, the Fund may purchase securities in
anticipation of relatively short-term price gains.  The Fund may


                               10



<PAGE>

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

Illiquid Investments

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

Borrowing and Lending

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

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

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

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

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

ADDITIONAL RISK FACTORS

Special Situations

The Fund may invest in "special situations" from time to time.  A
special situation arises when, in the opinion of the Fund's
portfolio manager, the securities of a particular issuer will be


                               11



<PAGE>

recognized and appreciate in value due to a specific development
with respect to that issuer.  Developments creating a special
situation might include, among others, a new product or process,
a technological breakthrough, a management change or other
extraordinary corporate event, or differences in market supply of
and demand for the security.  Investment in special situations
may carry an additional risk of loss in the event that the
anticipated development does not occur or does not attract the
expected attention.

Foreign Securities

Investments in foreign securities, including those of foreign
governments, 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 most foreign securities are
traded primarily in foreign markets.  The risks of foreign
investing include:  

- -   Currency Risk.  The Fund may buy the local currency when
    it buys a foreign currency denominated security and sell
    the local currency when it sells the security.  As long
    as the Fund holds a foreign security, its value will be
    affected by the value of the local currency relative to
    the U.S. dollar.  When the Fund sells a foreign
    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.  

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

- -   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


                               12



<PAGE>

    to domestic issuers.  There may be less publicly
    available information about foreign issuers than
    domestic issuers.  

- -   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.  

- -   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.

Futures, Options and Other Derivative Instruments

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

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

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




                               13



<PAGE>

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

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

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

- -   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; 

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

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

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

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

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


                               14



<PAGE>

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

The Fund may engage in "short sales against the box." This
technique involves selling either a security that the 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.  The 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, the Fund loses the opportunity to
participate in the gain.

See Appendix A for risks associated with certain other
investments.

                        PERFORMANCE TERMS

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

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



                               15



<PAGE>

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

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

                      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 Fund reserves the right to change the amount of these
minimums from time to time or to waive them in whole or in part
for certain types of accounts.

**There is a $100 minimum for each subsequent investment.


TYPES OF ACCOUNT OWNERSHIP

If you are investing for the first time, you will need to
establish an account.  You can establish the following types of



                               16



<PAGE>

accounts by completing the New Account Application.  To request
an application, call 1-800-525-3713.  

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

- -   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.  

- -   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.  

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


RETIREMENT ACCOUNTS

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

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

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

- -   Individual Retirement Account ("IRA"): An IRA allows
    individuals under the age of 701/2 with earned income to
    contribute up to the lesser of $2,000 ($4,000 for most
    married couples) or 100% of compensation annually.  Please
    refer to the Janus IRA booklet for complete information
    regarding IRAs.  

- -   Simplified Employee Pension Plan ("SEP"): This plan allows
    small business owners (including sole proprietors) to make


                               17



<PAGE>

    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.  

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

- -   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.

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: 



                               18



<PAGE>

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

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

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

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

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

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

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

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

By Mail

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

By Telephone

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


                               19



<PAGE>

This option will become effective ten days after the form is
received.

By Wire

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

Automatic Investment Programs

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

- -   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.  

- -   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. 

- -   By Systematic Exchange

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

HOW TO EXCHANGE SHARES

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







                               20



<PAGE>

In Writing

To request an exchange in writing, please follow the instructions
for written requests on page 24.

By Telephone

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

By Systematic Exchange

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

Exchange Policies

- -   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.  

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

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

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

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

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

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



                               21



<PAGE>

    timing transactions) that are believed to be detrimental to
    the Fund.  

- -   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.





                               22



<PAGE>

HOW TO REDEEM SHARES

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

In Writing

To request a redemption in writing, please follow the
instructions for written requests noted on page 24.

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

- -   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.  

- -   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.  

- -   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


                               23



<PAGE>

    wire and your bank may charge an additional fee to receive
    the wire.  If you would like to establish this option on an
    existing account, please call 1-800-525-3713 to request the
    appropriate form.  Wire redemptions are not available for
    retirement accounts.

If the shares being redeemed were purchased by check, telephone
or through the Automatic Monthly Investment Program, the Fund may
delay the payment of your redemption proceeds for up to 15 days
from the day of purchase to allow the purchase to clear.  Unless
you provide alternate instructions, your proceeds will be
invested in Janus Money Market Fund - Investor Shares during the
15 day hold period.

WRITTEN INSTRUCTIONS

To redeem or exchange all or part of your shares in writing, your
request should be sent to one of the addresses listed on page 22
and must include the following information: 

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

Signature Requirements Based on Account Type

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

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

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

- -   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. 

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



                               24



<PAGE>

- -   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.
The Fund's NAV is calculated at the close of the regular trading
session of the New York Stock Exchange (the "NYSE") (normally
4:00 p.m.  New York time) each day that the NYSE is open.  In
order to receive a day's price, your order must be received by
the close of the regular trading session of the NYSE.  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: 

- -   The redemption exceeds $100,000.  
- -   You would like the check made payable to anyone other than
    the shareholder(s) of record.  
- -   You would like the check mailed to an address which has been
    changed within 10 days of the redemption request.  
- -   You would like the check mailed to an address other than the
    address of record.

The Fund reserves the right to require a signature guarantee
under other circumstances or to reject or delay a redemption on
certain legal grounds.  For more information pertaining to
signature guarantees, please call 1-800-525-3713.

HOW TO OBTAIN A SIGNATURE GUARANTEE

A signature guarantee assures that a signature is genuine.  The
signature guarantee protects shareholders from unauthorized
account transfers.  The following financial institutions may
guarantee signatures: banks, savings and loan associations, trust
companies, credit unions, broker-dealers and member firms of a
national securities exchange.  Call your financial institution to


                               25



<PAGE>

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 or 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
Fund's NAV through the Web site.  In addition, you may request
and/or download a prospectus for any Janus fund.

Account Minimums

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 16 or
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


                               26



<PAGE>

and may require different minimum initial and subsequent
investments than the Fund.  Processing Organizations may also
impose other charges or restrictions different from those
applicable to shareholders who invest in the Fund directly.  A
Processing Organization, rather than its customer, may be the
shareholder of record of your shares.  The Fund is not
responsible for the failure of any Processing Organization to
carry out its obligations to its customers.  Certain Processing
Organizations may receive compensation from Janus Capital or its
affiliates and certain Processing Organizations may receive
compensation from the Fund for shareholder recordkeeping and
similar services.

Taxpayer Identification Number

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

Share Certificates

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

Involuntary Redemption

The Fund reserves 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 Fund.

Telephone Transactions

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


                               27



<PAGE>

It may be difficult to reach the Fund by telephone during periods
of unusual market activity.  If you are unable to reach a repre-
sentative 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 Fund or its agents may, in case of emergency, temporarily
suspend telephone transactions and other shareholder services.

Address Changes

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

Registration Changes

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

Statements and Reports

Investors participating in an automatic investment program will
receive quarterly confirmations of all transactions and
dividends.  The Fund will send you a transaction confirmation
statement after every non-systematic transaction.  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 Fund, which include a list of the
Fund's portfolio holdings, will be mailed semiannually to all
shareholders.  To reduce expenses, only one copy of most
financial reports will be mailed to accounts with the same record
address.  Upon request, such reports will be mailed to all
accounts in the same household.  Please call 1-800-525-3713 if
you would like to receive additional reports.









                               28



<PAGE>

                     MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

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

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

PORTFOLIO MANAGER

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


                               29



<PAGE>

Science in Finance from the University of Colorado and 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 Fund
or Janus Capital's other advisory clients.  See the SAI for more
detailed information.

BREAKDOWN OF MANAGEMENT EXPENSES

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

Average Daily Net                    Annual Rate
Assets of Fund                       Percentage (%)

First $30 Million                         1.00
Next $270 Million                         .75
Next $200 Million                         .70
Over $500 Million                         .65

The actual management fee paid by the Fund for the fiscal year
ended October 31, 1996, was 1.00% of the value of the Fund's
average daily net assets, which may be higher than the management
fee paid by most other mutual funds.  The Fund incurs expenses
not assumed by Janus Capital, including transfer agent and
custodian fees and expenses, legal and auditing fees, printing
and mailing costs of sending reports and other information to
existing shareholders, and independent Trustees' fees and
expenses.

PORTFOLIO TRANSACTIONS

Purchases and sales of securities on behalf of the Fund are
executed by broker-dealers selected by Janus Capital.
Broker-dealers are selected on the basis of their ability to
obtain best price and execution for the Fund's transactions and
recognizing brokerage, research and other services provided to
the Fund and to Janus Capital.  Janus Capital may also consider
payments made by brokers effecting transactions for the Fund i)
to the Fund or ii) to other persons on behalf of the Fund for
services provided to the Fund for which it would be obligated to


                               30



<PAGE>

pay.  Janus Capital may also consider sales of shares of the Fund
as a factor in the selection of broker-dealers.  The Fund's
Trustees have authorized Janus Capital to place portfolio
transactions on an agency basis with a broker-dealer affiliated
with Janus Capital.  When transactions for the Fund are effected
with that broker-dealer, the commissions payable by the Fund are
credited against certain Fund operating expenses serving to
reduce those expenses.  The SAI further explains the selection of
broker-dealers.

OTHER SERVICE PROVIDERS

The following parties provide the Fund 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.

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.

The Trust offers the other 18 series by other prospectuses.




                               31



<PAGE>

Shareholder Meetings

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

Size of the Fund

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

Master/Feeder Option

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






                               32



<PAGE>

                     DISTRIBUTIONS AND TAXES

DISTRIBUTIONS 

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

How Distributions Affect A Fund's NAV

Distributions are paid to shareholders as of the record date of
the distribution of the Fund, regardless of how long the shares
have been held.  Dividends and capital gains awaiting
distribution are included in the Fund's daily NAV.  The share
price of the Fund drops by the amount of the distribution, net of
any subsequent market fluctuations.  As an example, assume that
on December 31, the Fund declared a dividend in the amount of
$0.25 per share.  If the Fund's share price was $10.00 on
December 30, the Fund's share price on December 31 would be
$9.75, barring market fluctuations.  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 the Fund just before the distribution,
you will pay the full price for the shares and receive a portion
of the purchase price back as a taxable distribution.  This is
referred to as "buying a dividend." In the above example, if you
bought shares on December 30, you would have paid $10.00 per
share.  On December 31, the Fund would pay you $0.25 per share as
a dividend and your shares would now be worth $9.75 per share.
Unless your account is set up as a tax-deferred account,
dividends paid to you would be included in your gross income for
tax purposes, even though you may not have participated in the
increase in NAV of the Fund, whether or not you reinvested the
dividends.

DISTRIBUTION OPTIONS

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




                               33



<PAGE>

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

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

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

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

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

TAXES

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

Taxes on Distributions

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

Taxation of the Fund

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


                               34



<PAGE>

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
















































                               35



<PAGE>

                           APPENDIX A


GLOSSARY OF INVESTMENT TERMS

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

I.  EQUITY AND DEBT SECURITIES

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

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

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

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

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

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


                               36



<PAGE>

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

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

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

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

Reverse repurchase agreements involve the sale of a security by
the Fund to another party (generally a bank or dealer) in return


                               37



<PAGE>

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 heavy redemption
requests, or for other temporary or emergency purposes.

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

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

Step coupon bonds are debt securities that trade at a discount
from their face 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 stocks
or bonds, that give the holder the right to buy a proportionate


                               38



<PAGE>

amount of common stock at a specified price, usually at a price
that is higher than the market price at the time of issuance of
the warrant.  The right may last for a period of years or
indefinitely.

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

Indexed/structured securities are typically short- to
intermediate-term debt securities whose value at maturity or
interest rate is linked to currencies, interest rates, equity


                               39



<PAGE>

securities, indices, commodity prices or other financial
indicators.  Such securities may be positively or negatively
indexed (i.e., their value may increase or decrease if the
reference index or instrument appreciates).  Indexed/structured
securities may have return characteristics similar to direct
investments in the underlying instruments and may be more
volatile than the underlying instruments.  The Fund bears the
market risk of an investment in the underlying instruments, as
well as the credit risk of the issuer.

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

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


































00178001.AX9                   40



<PAGE>

                            CONTENTS

THE FUND AT A GLANCE

Brief description of the Fund ................................  4

EXPENSE INFORMATION

The Fund's annual operating expenses .........................  5
Financial Highlights - a summary of financial data ...........  6

THE FUND IN DETAIL

Investment Objectives and Policies ...........................  8
General Portfolio Policies ................................... 12
Additional Risk Factors ...................................... 14

PERFORMANCE TERMS

An Explanation of Performance Terms .......................... 18

SHAREHOLDER'S MANUAL

Types of Account Ownership ................................... 20
How to Open Your Janus Account ............................... 21
How to Purchase Shares ....................................... 22
How to Exchange Shares ....................................... 24
How to Redeem Shares ......................................... 25
Shareholder Services and Account Policies .................... 28

MANAGEMENT OF THE FUND 

Investment Adviser and Portfolio Managers .................... 32
Management Expenses .......................................... 34
Portfolio Transactions ....................................... 34
Other Service Providers ...................................... 34
Other Information ............................................ 35

DISTRIBUTIONS AND TAXES

Distributions ................................................ 36
Taxes ........................................................ 38

Appendix A

Glossary of Investment Terms ................................. 39

Appendix B

Explanation of Rating Categories ............................. 45






<PAGE>

                      Janus High-Yield Fund
                       100 Fillmore Street
                      Denver, CO 80206-4928
                         1-800-525-3713
                    http://www.JanusFunds.com

                        February 17, 1997

Janus High-Yield Fund (the "Fund") is a no-load, diversified
mutual fund that seeks to obtain high current income as its
primary objective. Capital appreciation is a secondary objective
when consistent with the primary objective. The Fund seeks to
achieve these objectives by investing primarily in
high-yield/high-risk fixed-income securities.

The Fund may invest all of its assets in high-yield debt
securities, commonly known as "junk bonds." See "Additional Risk
Factors" on page 14 for the risks associated with investing in
these securities.

For complete information on how to purchase, exchange and sell
shares, please see the Shareholder's Manual beginning on page 19.

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

Additional information about the Fund is contained in a Statement
of Additional Information ("SAI") filed with the SEC. The SAI
dated February 17, 1997, is incorporated by reference into this
Prospectus. For a copy of the SAI, write or call the Fund at the
address or phone number listed above. 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 Fund.

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


                                2



<PAGE>

unlawful to make such an offer in such state or other
jurisdiction.



















































                                3



<PAGE>

                      THE FUND AT A GLANCE

INVESTMENT OBJECTIVES:

The primary investment objective of the Fund is to obtain high
current income. Capital appreciation is a secondary objective
when consistent with the primary objective.

PRIMARY HOLDINGS:

The Fund is a diversified fund that pursues its objectives
primarily through investments in high-yield/high-risk
fixed-income securities. The Fund emphasizes investments in
high-yield debt securities ("junk bonds") and may invest all of
its assets in such securities.

SHAREHOLDERS INVESTMENT HORIZON:

The Fund is designed for long-term aggressive investors who
primarily seek high current income with some potential for
capital growth, and who are willing to accept greater price
movements and credit and other risks associated with investment
in high-yield securities.

FUND ADVISER:

Janus Capital Corporation ("Janus Capital") serves as the Fund's
investment adviser. Janus Capital has been in the investment
advisory business for over 26 years and currently manages
approximately $50 billion in assets.

FUND MANAGERS:

Sandy R. Rufenacht
Ronald V. Speaker*

*Mr. Speaker will not manage the Fund for the 90-day period
starting on or about January 27, 1997. See Management of the Fund
on page 32.

FUND INCEPTION:

December 1995










                                4



<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 Fund. Shareholder
Transaction Expenses are fees charged directly to your individual
account when you buy, sell or exchange shares. The table below
shows that you pay no such fees. Annual Fund Operating Expenses
are paid out of the Fund's assets and include fees for portfolio
management, maintenance of shareholder accounts, shareholder
servicing, accounting and other services.

SHAREHOLDER TRANSACTION EXPENSES

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

*There is an $8 service fee for redemptions by wire.

ANNUAL FUND OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
Management Fee                                              0.58%
Other Expenses                                              0.43%
Total Fund Operating Expenses                               1.01%
(1) The information in the table above is based on expenses
before expense offset arrangements for the fiscal period ended
October 31, 1996, net of fee waivers from Janus Capital. Without
such waivers, the Management Fee, Other Expenses and Total Fund
Operating Expenses are estimated to be .75%, .43% and 1.18%,
respectively.

EXAMPLE(1)
                               1 Year  3 Years   5 Years 10 Years
Assume you invest $1,000, 
the Fund returns 5% annually 
and the expense ratio remains 
as listed above. This example 
shows the operating expenses 
that you would indirectly bear 
as an investor in the Fund.      $10     $32       $56     $124

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






                                5



<PAGE>

                      FINANCIAL HIGHLIGHTS

The information below is for the fiscal period ended October 31st
and has been audited by the accounting firm of Price Waterhouse,
LLP. Their report is included in the Fund's Annual Report, which
is incorporated by reference into the SAI.

                                                          1996(1)
1.   Net asset value, beginning of period                  $10.00
     Income from investment operations:
2.   Net investment income                                   0.80
3.   Net gains (or losses) on securities 
     (both realized and unrealized)                          1.12
4.   Total from investment operations                        1.92
     Less distributions:
5.   Dividends (from net investment income)                (0.80)
6.   Distributions (from capital gains)                       -- 
7.   Total distributions                                   (0.80)
8.   Net asset value, end of period                        $11.12
9.   Total return*                                         19.71%
10.  Net assets, end of period (in millions)                 $211
11.  Average net assets for the period (in millions)          $88
12.  Ratio of gross expenses to average net assets**      1.01(2)
13.  Ratio of net expenses to average net assets**          1.00%
14.  Ratio of net investment income to average net assets** 9.00%
15.  Portfolio turnover rate**                               324%

(1)  Fiscal period from December 29, 1995 (inception) to
October 31, 1996.
(2)  The ratio was 1.18% before waiver of certain Fund expenses.
 *Total return is not annualized.
**Annualized.


Understanding the Financial Highlights

This section is designed to help you better understand the
information summarized in the Financial Highlights table. The
table contains important historical operating information that
may be useful in making your investment decision or understanding
how your investment has performed.

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




                                6



<PAGE>

Net investment income is the per share amount of dividends and
interest income earned on securities held by the Fund, less Fund
expenses. Dividends (from net investment income) are the per
share amount that the Fund paid from net investment income.
Net gains (or losses) on securities is the per share increase or
decrease in value of the securities the Fund holds. A gain (or
loss) is realized when securities are sold. A gain (or loss) is
unrealized when securities increase or decrease in value but are
not sold. Distributions (from capital gains) are the per share
amount that the Fund paid from net realized gains.

Total return is the percentage increase or decrease in the value
of an investment over a stated period of time. A total return
percentage includes both changes in NAV and income. For the
purpose of calculating total return, it is assumed that dividends
and distributions are reinvested at the NAV on the day of the
distribution. 

A FUNDS TOTAL RETURN CANNOT BE COMPUTED DIRECTLY FROM THE
FINANCIAL HIGHLIGHTS TABLE.

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

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

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

                       THE FUND IN DETAIL

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




                                7



<PAGE>

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

INVESTMENT OBJECTIVES

The primary investment objective of the Fund is to obtain high
current income. Capital appreciation is a secondary objective
when consistent with its primary objective. Capital appreciation
may result, for example, from an improvement in the credit
standing of an issuer whose securities are held by the Fund or
from a general lowering of interest rates, or both. The Fund
pursues its objectives by investing primarily in high-yield/
high-risk fixed-income securities. The Fund will normally invest
at least 65% of its total assets in those securities.

TYPES OF INVESTMENTS

The Fund may invest in a variety of income-producing securities
including corporate bonds and notes, government securities,
preferred stock, income producing common stock, debt securities
that are convertible or exchangeable into equity securities, and
debt securities that carry with them the right to acquire equity
securities as evidenced by warrants attached to or acquired with
the securities. The Fund may invest to a lesser degree in common
stocks, other equity securities or debt securities that are not
currently paying interest. The Fund may purchase securities of
any maturity and quality and the average maturity and quality of
its portfolio may vary substantially.

The high yields sought by the Fund are expected to result
primarily from investments in longer-term, lower quality
corporate bonds, commonly referred to as "junk" bonds. The Fund
considers lower quality securities to be securities rated below
investment grade by established rating agencies or unrated
securities of comparable quality. Securities rated BB or lower by
Standard & Poor's Ratings Services ("Standard & Poor's") or Ba or
lower by Moody's Investors Service, Inc. ("Moody's") are below
investment grade. Lower quality securities are often considered
to be speculative and involve greater risk of default or price
changes due to changes in interest rates, economic conditions and
the issuer's creditworthiness. As a result, their market prices
tend to fluctuate more than higher quality securities of
comparable maturity. Additional risks of lower quality securities
are described under "Additional Risk Factors" on page 14.



                                8



<PAGE>

The Fund may purchase defaulted debt securities if, in the
opinion of Janus Capital, it appears likely that the issuer may
resume interest payments or other advantageous developments
appear likely in the near term. Defaulted debt securities may be
illiquid and subject to the Fund's limit on illiquid investments.

The Fund may invest without limit in foreign securities,
including those of corporate and government issuers. The Fund may
invest without limit in high-yield/high-risk securities and may
have substantial holdings of such securities. The Fund may invest
without limit in mortgage- and asset-backed securities and
without limit in zero coupon, pay-in-kind and step coupon
securities. The risks of foreign securities and high-yield
securities are described under "Additional Risk Factors" on
page 14.

The Fund may also purchase securities on a when-issued, delayed
delivery or forward commitment basis. In addition, the Fund may
use futures, options, swaps, forward contracts and other
derivatives for hedging purposes or for non-hedging purposes such
as seeking to enhance return. See "Additional Risk Factors" on
page 14.

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

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

See Appendix A for a further description of the Fund's
investments.

The following questions are designed to help you better
understand an investment in the Fund.




                                9



<PAGE>

What is meant by "credit quality"?

Credit quality measures the likelihood that the issuer will meet
its obligations on a bond. One of the fundamental risks
associated with all fixed-income funds is credit risk, which is
the risk that an issuer will be unable to make principal and
interest payments when due. U.S. government securities are
generally considered to be the safest type of investment in terms
of credit risk. Corporate debt securities, particularly those
rated below investment grade, present the highest credit risk.

How is credit quality measured?

Ratings published by nationally recognized statistical rating
agencies such as Standard & Poor's and Moody's are widely
accepted measures of credit risk. The lower a bond issue is rated
by an agency, the more credit risk it is considered to represent.
Lower rated bonds generally pay higher yields to compensate
investors for the associated risk. Please refer to Appendix B for
a description of rating categories.

What is a high-yield/high-risk security?

A high-yield security (also called a "junk" bond) is rated below
investment grade by major rating agencies (i.e., BB or lower 
by Standard & Poor's or Ba or lower by Moody's) or an unrated
bond of similar quality. It presents greater risk of default (the
failure to make timely interest and principal payments) than
higher quality bonds.

What risks do high-yield/high-risk securities present?

High-yield securities are often considered to be speculative and
involve greater risk of default or price changes due to changes
in economic and industry conditions and the issuer's
creditworthiness. Their market prices tend to fluctuate more than
higher quality securities as a result of changes in these
factors.

The default rate of lower quality debt securities is likely to be
higher when issuers have difficulty meeting projected goals or
obtaining additional financing. This could occur during economic
recessions or periods of high interest rates. In addition, there
may be a smaller market for lower quality securities than for
higher quality securities, making lower quality securities more
difficult to sell promptly at an acceptable price.

The junk bond market can experience sudden and sharp price
swings. Because the Fund may invest a significant portion of its
portfolio in high-yield/high-risk securities, investors in the



                               10



<PAGE>

Fund should be willing to tolerate a corresponding increase in
the risk of significant and sudden changes in NAV.

How do interest rates affect the value of my investment?
Another fundamental risk associated with any fund that invests in
fixed-income securities (e.g., a bond fund) is the risk that the
value of the securities it holds will rise or fall as interest
rates change. Generally, a fixed-income security will increase in
value when interest rates fall and decrease in value when
interest rates rise. Longer-term securities are generally more
sensitive to interest rate changes than shorter-term securities,
but they generally offer higher yields to compensate investors
for the associated risks. A bond fund's average-weighted maturity
and its duration are measures of how the fund may react to
interest rate changes. High-yield bond prices are generally less
directly responsive to interest rate changes than investment
grade issues and may not always follow this pattern.

How does the Fund manage interest rate risk?

The Fund may vary the average-weighted maturity of its portfolio
to reflect its portfolio manager's analysis of interest rate
trends and other factors. The Fund's average-weighted maturity
will tend to be shorter when its portfolio manager expects
interest rates to rise and longer when its portfolio manager
expects interest rates to fall. The Fund may also use futures,
options and other derivatives to manage interest rate risk. See
"Additional Risk Factors" on page 14.

What is meant by the Fund's "average-weighted maturity"?

The stated maturity of a bond is the date when the issuer must
repay the bond's entire principal value to an investor, such as
the Fund. Some types of bonds, such as mortgage-backed securities
and securities with call provisions, may also have an "effective
maturity" that is shorter than the stated date. With respect to
GNMA securities and other mortgage-backed securities, effective
maturity is likely to be substantially less than the stated
maturities of the mortgages in the underlying pools. With respect
to obligations with call provisions, effective maturity is
typically the next call date on which the obligation reasonably
may be expected to be called. Securities without prepayment or
call provisions generally have an effective maturity equal to
their stated maturity. Average-weighted effective maturity is
calculated by averaging the effective maturity of bonds held by
the Fund with each maturity "weighted" according to the
percentage of net assets that it represents.






                               11



<PAGE>

What is meant by the Fund's "duration"?

A bond's duration indicates the time it will take an investor to
recoup his investment. Unlike average maturity, duration reflects
both principal and interest payments. Generally, the higher the
coupon rate on a bond, the lower its duration will be. The
duration of a bond fund is calculated by averaging the duration
of bonds held by a fund with each duration "weighted" according
to the percentage of net assets that it represents. Because
duration accounts for interest payments, the Fund's duration is
usually shorter than its average maturity.

GENERAL PORTFOLIO POLICIES

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

Diversification

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

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

- --   As a fundamental policy, with respect to 75% of its total
     assets, the Fund will not purchase a security of any issuer
     (other than cash items and U.S. government securities, as
     defined in the 1940 Act) if such purchase would cause the
     Fund's holdings of that issuer to amount to more than 5% of
     the Fund's total assets.
 
- --   The Fund will invest no more than 25% of its total assets in
     a single issuer (other than U.S. government securities).

Industry Concentration

As a fundamental policy, the Fund will not invest 25% or more of
its total assets in any particular industry (excluding U.S.
government securities).






                               12



<PAGE>

Portfolio Turnover

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

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

Illiquid Investments

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

Borrowing and Lending

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

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

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





                               13



<PAGE>

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

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

ADDITIONAL RISK FACTORS

High-Yield/High-Risk Securities

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

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

Issuers of high-yield/high-risk securities are more vulnerable to
real or perceived economic changes (for instance, an economic
downturn or prolonged period of rising interest rates), political
changes or adverse developments specific to the issuer. Adverse
economic, political or other developments may impair the issuer's
ability to service principal and interest obligations, to meet
projected business goals and to obtain additional financing,
particularly if the issuer is highly leveraged. In the event of a
default, the Fund would experience a reduction of its income and
could expect a decline in the market value of the defaulted
securities.

The market for lower quality securities is generally less liquid
than the market for higher quality 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. Unrated debt, while not necessarily of lower quality
than rated securities, may not have as broad a market. Sovereign
debt of foreign governments is generally rated by country.
Because these ratings do not take into account individual factors



                               14



<PAGE>

relevant to each issue and may not be updated regularly, Janus
Capital may treat such securities as unrated debt.

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

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

- --   Currency Risk. The Fund may buy the local currency when it
     buys a foreign currency denominated security and sell the
     local currency when it sells the security. As long as the
     Fund holds a foreign security, its value will be affected by
     the value of the local currency relative to the U.S. dollar.
     When the Fund sells a foreign 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.

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




                               15



<PAGE>

- --   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.

- --   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.

- --   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.

Futures, Options and Other Derivative Instruments

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

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

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


                               16



<PAGE>

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

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

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

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

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

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

When the 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.

Short Sales

The Fund may engage in "short sales against the box." This
technique involves selling either a security that the 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. The 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



                               17



<PAGE>

to the scheduled delivery date, the Fund loses the opportunity to
participate in the gain.

Special Situations

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

See Appendix A for risks associated with certain other
investments.

                        PERFORMANCE TERMS

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

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

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

Yield shows the rate of income the Fund earns on its investments
as a percentage of the Fund's share price. It is calculated by
dividing a Fund's net investment income for a 30-day period by
the average number of shares entitled to receive dividends and
dividing the result by the Fund's net asset value ("NAV") per


                               18



<PAGE>

share at the end of the 30-day period. Yield does not include
changes in NAV.

Yields are calculated according to standardized SEC formulas and
may not equal the income on an investor's account. Yield is
usually quoted on an annualized basis. An annualized yield
represents the amount you would earn if you remained in a Fund
for a year and that Fund continued to have the same yield for the
entire year.

The Fund imposes no sales or other charges that would affect
total return or yield 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.

                      SHAREHOLDER'S MANUAL

This section will help you become familiar with the different
types of accounts you can establish with Janus. In addition, the
Shareholder's Manual 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 ..................................$2,500
To open a new retirement account or UGMA/UTMA account ..$  500
To open a new account with an Automatic 
  Investment Plan ......................................$  500**
To add to any type of account ..........................$  100

*The Fund reserves the right to change the amount of these
minimums from time to time or to waive them in whole or in part
for certain types of accounts.

**There is a $100 minimum for each subsequent investment.







                               19



<PAGE>

TYPES OF ACCOUNT OWNERSHIP

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

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

- --   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
     minors Social Security number on the application.
 
- --   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.
 
- --   Business Accounts. Corporations and partnerships may also
     open an account. The application must be signed by an
     authorized officer of the corporation or a general partner
     of the partnership.

RETIREMENT ACCOUNTS

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

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

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

- --   Individual Retirement Account: An IRA allows individuals
     under the age of 701/2 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.



                               20



<PAGE>

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

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 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









                               21



<PAGE>

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:  

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

- --   All purchases must be made in U.S. dollars.
 
- --   Checks must be drawn on a U.S. bank and made payable to
     Janus.
 
- --   If a check does not clear your bank, the Fund reserves the
     right to cancel the purchase.

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

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

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

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

By Mail

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






                               22



<PAGE>

By Telephone

This service allows you to purchase additional shares quickly and
conveniently through an electronic transfer of money. When you
call to 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"
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

Automatic investing is an easy way to systematically add to your
account. Janus offers several automatic investment plans to help
investors achieve their financial goals as simply and
conveniently as possible. Our automatic investment programs allow
you to open an account with as little as $500 if you establish
automatic monthly investments for $100 or more.

- --   Automatic Monthly Investment Program

     You select the day each month that your money will be
     electronically transferred from your bank account to your
     Fund account. To establish this option, complete the
     "Automatic Investing" 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.
 
- --   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.







                               23



<PAGE>

- --   By Systematic Exchange

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

HOW TO EXCHANGE SHARES

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

In Writing

To request an exchange in writing, please follow the instructions
for written requests on page 27.

By Telephone

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

By Systematic Exchange

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

Exchange Policies

- --   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.

- --   Exchanges between existing accounts must meet the $100
     subsequent investment requirement.
 
- --   You may make four exchanges out of the Fund during a
     calendar year (exclusive of Systematic Exchanges) free of
     charge.




                               24



<PAGE>

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

- --   If the shares you are exchanging are held in certificate
     form, you must return the certificate to the Fund prior to
     making any exchanges.
 
- --   Be sure that you read the prospectus for the fund into which
     you are exchanging.
 
- --   The Fund reserves the right to reject any exchange request
     and to modify or terminate the exchange privilege at any
     time. For example, the Fund may reject exchanges from
     accounts engaged in excessive trading (including market
     timing transactions) that are detrimental to the Fund.

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

HOW TO REDEEM SHARES

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

In Writing

To request a redemption in writing, please follow the
instructions for written requests noted on page 27.

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.






                               25



<PAGE>

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.

PAYMENT OF REDEMPTION PROCEEDS

- --  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.
 





                               26



<PAGE>

- --  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.

- --  By Wire

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

If the shares being redeemed were purchased by check, telephone
or through the Automatic Monthly Investment Program, the Fund may
delay the payment of redemption proceeds for up to 15 days from
the day of purchase to allow the purchase to clear. Unless you
provide alternate instructions, your proceeds will be invested in
Janus Money Market Fund - Investor Shares during the 15 day hold
period.

WRITTEN INSTRUCTIONS

To redeem or exchange all or part of your shares in writing, your
request should be sent to one of the addresses listed on page 26
and must include the following information:

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

Signature Requirements Based on Account Type

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

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


                               27



<PAGE>

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

- --  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.

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

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

PRICING OF FUND SHARES

All purchases, redemptions and exchanges will be processed at the
NAV next calculated after your request is received and approved.
The Fund's NAV is calculated at the close of the regular trading
session of the New York Stock Exchange (the "NYSE") (normally
4:00 p.m. New York time) each day that the NYSE is open. In order
to receive a day's price, your order must be received by the
close of the regular trading session of the NYSE. 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.

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

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




                               28



<PAGE>

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
Fund's NAV through the Web site. In addition, you may request
and/or download a prospectus for any Janus fund.

Account Minimums

Minimum account sizes are noted on page 19. 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 19 or
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.

SIGNATURE GUARANTEE

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

- --  The redemption exceeds $100,000.
- --  You would like the check made payable to anyone other than
    the shareholder(s) of record.
- --  You would like the check mailed to an address which has been
    changed within 10 days of the redemption request.
- --  You would like the check mailed to an address other than the
    address of record.

The Fund reserves the right to require a signature guarantee
under other circumstances or to reject or delay a redemption on



                               29



<PAGE>

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, brokers-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.

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 Fund. Processing Organizations may also
impose other charges or restrictions different from those
applicable to shareholders who invest in the Fund directly. A
Processing Organization, rather than its customers, may be the
shareholder of record of your shares. The Fund is not responsible
for the failure of any Processing Organization to carry out its
obligations to its customers. Certain Processing Organizations
may receive compensation from Janus Capital or its affiliates and
certain Processing Organizations may receive compensation from
the Fund for shareholder recordkeeping and similar services.

Taxpayer Identification Number

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




                               30



<PAGE>

Share Certificates

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

Involuntary Redemptions

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

Telephone Transactions

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

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

Temporary Suspension of Services

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

Address Changes

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

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



                               31



<PAGE>

Statements and Reports
Investors participating in an automatic investment program will
receive quarterly confirmations of all transactions and
dividends. The Fund will send you a transaction confirmation
statement after every non-systematic transaction. 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 Fund, which includes a list of the
Fund's portfolio holdings, will be mailed semiannually to all
shareholders. To reduce expenses, only one copy of most financial
reports will be mailed to all 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.


                     MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

Janus Capital, 100 Fillmore, Denver, Colorado 80206-4928, is the
investment adviser to the Fund and is responsible for the
day-to-day management of its investment portfolio and other
business affairs.

Janus Capital began serving as investment adviser to certain
series of the Trust 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.


                               32



<PAGE>

Janus Capital furnishes continuous advice and recommendations
concerning the Fund's investments. Janus Capital also furnishes
certain administrative, compliance and accounting services for
the Fund, and may be reimbursed by the Fund for its costs in
providing those services. In addition, Janus Capital employees
serve as officers of the Trust and Janus Capital provides office
space for the Fund and pays the salaries, fees and expenses of
all Fund officers and those Trustees who are affiliated with
Janus Capital. The Fund pays all of its expenses not assumed by
Janus Capital, including auditing fees and independent Trustees'
fees and expenses.

PORTFOLIO MANAGERS

Sandy R. Rufenacht is Executive Vice President and co-manager of
the Fund which he has co-managed since June 1996. He is Executive
Vice President and portfolio manager of Janus Short-Term Bond
Fund, which he has managed since January 1996. Since June 1996,
he has served as Executive Vice President and co-manager of Janus
Flexible Income Fund. Mr. Rufenacht joined Janus Capital in 1990
and gained experience as a trader and research analyst before
assuming management of these funds. He holds a Bachelor of Arts
in Business from the University of Northern Colorado.

Ronald V. Speaker is Executive Vice President and co-manager of
the Fund which he has managed since inception. Mr. Speaker joined
Janus Capital in 1986 and has managed Janus Flexible Income Fund
since December 1991 and previously managed Janus Short-Term Bond
Fund and Janus Federal Tax-Exempt Fund from their inceptions
through December 1995. He holds a Bachelor of Arts in Finance
from the University of Colorado and is a Chartered Financial
Analyst.

On January 13, 1997, Mr. Speaker settled an SEC administrative
action involving two personal trades made by him in January 
of 1993. Without admitting or denying the allegations, Mr.
Speaker agreed to civil money penalty, disgorgement, and interest
payments totaling $37,199 and to a 90-day suspension starting on
or about January 27, 1997. During that time, the Fund will be
managed by its co-manager, Sandy Rufenacht.

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


                               33



<PAGE>

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

The Fund pays Janus Capital a management fee equal, on an annual
basis, to 0.75% of the first $300 million of average daily net
assets and 0.65% of average daily net assets in excess of $300
million. The fee is calculated daily and paid monthly. The
advisory agreement with the Fund spells out the management fee
and other expenses that the Fund must pay. Janus Capital will
waive certain fees and expenses to the extent that the Fund's
total expenses exceed 1.00%. Janus Capital may modify or
terminate this waiver at any time upon at least 90 days' notice
to the Trustees. You will be notified of any changes in these
limits.

The actual management fee paid by the Fund for the fiscal period
ended October 31, 1996 was 0.58% of the value of the Fund's
average daily net assets. The Fund incurs expenses not assumed by
Janus Capital, including transfer agent and custodian fees and
expenses, legal and auditing fees, printing and mailing costs of
sending reports and other information to existing shareholders,
and independent Trustees' fees and expenses.

PORTFOLIO TRANSACTIONS

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

OTHER SERVICE PROVIDERS

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






                               34



<PAGE>

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.

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.

The Trust currently offers the other 18 series by other
prospectuses.

Shareholder Meetings

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





                               35



<PAGE>

Size of the Fund

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

Master/Feeder Option

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


                     DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

To avoid taxation, the Internal Revenue Code requires the Fund to
distribute net income and any net gains realized by its
investments annually. The Fund's income from dividends and
interest and any net realized short-term capital gains are paid
to shareholders as ordinary income dividends. Net realized
long-term gains are paid to shareholders as capital gains
distributions. Dividends are declared daily and paid as of the
last business day of each month. If a month begins on a Saturday,
Sunday or holiday, dividends for those days are paid at the end
of the preceding month. Capital gains distributions (if any) are



                               36



<PAGE>

declared and paid in December. Notices of dividends are mailed as
of each calendar quarter end.

How Distributions Affect the Fund's NAV

Distributions are paid to shareholders as of the record date of
the distribution of the Fund, regardless of how long the shares
have been held. Dividends and capital gains awaiting distribution
are included in the Fund's daily NAV. The share price of the Fund
drops by the amount of the distribution, net of any subsequent
market fluctuations. As an example, assume that on December 31,
the Fund declared a dividend in the amount of $0.25 per share. If
the Fund's share price was $10.00 on December 30, the Fund's
share price on December 31 would be $9.75, barring market
fluctuations. 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 the Fund just before the distribution,
you will pay the full price for the shares and receive a portion
of the purchase price back as a taxable distribution. This is
referred to as "buying a dividend." In the above example, if you
bought shares on December 30, you would have paid $10.00 per
share. On December 31, the Fund would pay you $0.25 per share as
a dividend and your shares would now be worth $9.75 per share.
Unless your account is set up as a tax-deferred account,
dividends paid to you would be included in your gross income for
tax purposes, even though you may not have participated in the
increase in NAV of the Fund, whether or not you reinvested the
dividends.

DISTRIBUTION OPTIONS

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

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

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

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



                               37



<PAGE>

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

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

TAXES

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

Taxes on Distributions

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

Taxation of the Fund

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

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








                               38



<PAGE>

                           APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

Certificates of Participation ("COPs") are certificates
representing an interest in a pool of securities. Holders are
entitled to a proportionate interest in the underlying
securities.

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 Fund may purchase commercial paper issued under
Section 4(2) of the Securities Act of 1933.

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

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

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

Fixed-income securities are securities that pay a specified rate
of return. The term generally includes short- and long-term
government, corporate and municipal obligations that pay a
specified rate of interest or coupons for a specified period of


                               39



<PAGE>

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."

Industrial development bonds are revenue bonds that are issued by
a public authority but which may be backed only by the credit and
security of a private issuer and may involve greater credit risk.
See "Municipal securities" below.

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

Municipal lease obligations are revenue bonds backed by leases or
installment purchase contracts for property or equipment. Lease
obligations may not be backed by the issuing municipality's
credit and may involve risks not normally associated with general
obligation bonds and other revenue bonds. For example, their
interest may become taxable if the lease is assigned and the
holders may incur losses if the issuer does not appropriate funds
for the lease payments on an annual basis, which may result in
termination of the lease and possible default.

Municipal securities are bonds or notes issued by a U.S. state or
political subdivision. A municipal security may be a general
obligation backed by the full faith and credit (i.e., the
borrowing and taxing power) of a municipality or a revenue
obligation paid out of the revenues of a designated project,
facility or revenue source.

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,


                               40



<PAGE>

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

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

Rule 144A securities are securities that are not registered for
sale to the general public under the Securities Act of 1933, but
that may be resold to certain institutional investors. Janus
Capital may determine that such securities are liquid pursuant to
procedures adopted by the Trustees.

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

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


                               41



<PAGE>

generally fluctuates more in response to changes in interest
rates than interest-paying securities of comparable maturity.

Tender option bonds are generally long-term securities that have
been coupled with an option to tender the securities to a bank,
broker-dealer or other financial institution at periodic
intervals and receive the face value of the bond. This type of
security is commonly used as a means of enhancing the security's
liquidity.

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

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




                               42



<PAGE>

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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




                               43



<PAGE>

Inverse floaters are debt instruments whose interest rate bears
an inverse relationship to the interest rate on another
instrument or index. For example, the interest rate payable on a
security may go down when the underlying index has risen. Certain
inverse floaters may have an interest rate reset mechanism that
multiplies the effects of changes in the underlying index. Such
mechanism may increase the volatility of the security's market
value.

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







































                               44



<PAGE>

                           APPENDIX B

EXPLANATION OF RATING CATEGORIES

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

Standard & Poor's Ratings Services

Bond Rating            Explanation
Investment Grade

AAA                    Highest rating; extremely strong capacity
                       to pay principal and interest.
AA                     High quality; very strong capacity to pay
                       principal and interest.
A                      Strong capacity to pay principal and
                       interest; somewhat more susceptible to the
                       adverse effects of changing circumstances
                       and economic conditions.
BBB                    Adequate capacity to pay principal and
                       interest; normally exhibit adequate
                       protection parameters, but adverse
                       economic conditions or changing
                       circumstances more likely to lead to a
                       weakened capacity to pay principal and
                       interest than for higher rated bonds.
Non-Investment Grade

BB, B,                 Predominantly speculative with respect to
                       the issuer's capacity to meet required
                       interest and principal payments. 
CCC, CC, C             BB - lowest degree of speculation; C - the
                       highest degree of speculation. Quality and
                       protective characteristics outweighed by
                       large uncertainties or major risk exposure
                       to adverse conditions.
D                      In default.

Moody's Investors Service, Inc.






                               45



<PAGE>

Investment Grade

Aaa                    Highest quality, smallest degree of
                       investment risk.
Aa                     High quality; together with Aaa bonds,
                       they compose the high-grade bond group.
A                      Upper-medium grade obligations; many
                       favorable investment attributes.
Baa                    Medium-grade obligations; neither highly
                       protected nor poorly secured. Interest and
                       principal appear adequate for the present
                       but certain protective elements may be
                       lacking or may be unreliable over any
                       great length of time.

Non-Investment Grade

Ba                     More uncertain, with speculative elements.
                       Protection of interest and principal
                       payments not well safeguarded during good
                       and bad times.
B                      Lack characteristics of desirable
                       investment; potentially low assurance of
                       timely interest and principal payments or
                       maintenance of other contract terms over
                       time.
Caa                    Poor standing, may be in default; elements
                       of danger with respect to principal or
                       interest payments.
Ca                     Speculative in a high degree; could be in
                       default or have other marked shortcomings.
C                      Lowest-rated; extremely poor prospects of
                       ever attaining investment standing.

* Unrated securities are treated as noninvestment grade unless
  the portfolio manager determines that such securities are the
  equivalent of investment grade securities. 

  Split rated securities may be treated as investment grade so
  long as at least one major agency has rated the security as
  investment grade.












                               46



<PAGE>

SECURITIES HOLDINGS BY RATING CATEGORY

During the fiscal period ended October 31, 1996, the percentage
of securities holdings for the Fund by rating category based upon
a weighted monthly average was:

     Bonds - S&P Rating                                  The Fund
     AAA                                                       0%
     AA                                                        0%
     A                                                         0%
     BBB                                                       0%
     BB                                                       12%
     B                                                        82%
     CCC                                                       2%
     CC                                                        0%
     C                                                         0%
     Preferred Stock                                           0%
     Cash and Options                                          4%
     ____________________________________________________________
     TOTAL                                                   100%
     ____________________________________________________________
































                               47
00178001.AX9



<PAGE>

                            CONTENTS

                                                           PAGE

THE FUND AT A GLANCE

Brief description of the Fund ...........................    3

EXPENSE INFORMATION

The Fund's annual operating expenses.....................    4
Financial Highlights -
    a summary of financial data..........................    5

THE FUND IN DETAIL

Investment Objective and Policies........................    7
General Portfolio Policies...............................    9
Additional Risk Factors..................................   11

PERFORMANCE TERMS

An Explanation of Performance Terms......................   15

SHAREHOLDER'S MANUAL

Types of Account Ownership...............................   17
How to Open Your Janus Account...........................   18
How to Purchase Shares...................................   18
How to Exchange Shares...................................   20
How to Redeem Shares.....................................   22
Shareholder Services and Account Policies................   26

MANAGEMENT OF THE FUND

Investment Adviser and Investment Personnel..............   29
Management Expenses......................................   30
Portfolio Transactions...................................   30
Other Service Providers..................................   31
Other Information........................................   31

DISTRIBUTIONS AND TAXES

Distributions............................................   33
Taxes....................................................   34

APPENDIX A

Glossary of Investment Terms.............................   36







<PAGE>

                       Janus Olympus Fund
                       100 Fillmore Street
                      Denver, CO 80206-4928
                         1-800-525-3713
                    http://www.JanusFunds.com
                        February 17, 1997

Janus Olympus Fund (the "Fund") is a no-load, nondiversified
mutual fund that seeks long-term growth of capital.  The Fund
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.

For complete information on how to purchase, exchange and sell
shares, please see the Shareholder's Manual beginning on page 16.

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

Additional information about the Fund is contained in a Statement
of Additional Information ("SAI") filed with the SEC.  The SAI
dated February 17, 1997, is incorporated by reference into this
Prospectus.  For a copy of the SAI, write or call the Fund at the
address or phone number listed above.  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 Fund.

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.







                                2



<PAGE>

                      THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

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

PRIMARY HOLDINGS:

The Fund is a nondiversified fund that pursues its investment
objective by investing primarily in common stocks of companies of
any size.

SHAREHOLDER'S INVESTMENT HORIZON:

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

FUND ADVISER:

Janus Capital Corporation ("Janus Capital") serves as the Fund's
investment adviser.  Janus Capital has been in the investment
advisory business for over 26 years and currently manages
approximately $50 billion in assets.

FUND MANAGER:

Scott W. Schoelzel

ASSISTANT FUND MANAGER:

Mike Lu

FUND INCEPTION:

December 1995














                                3



<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 Fund.  Shareholder
Transaction Expenses are fees charged directly to your individual
account when you buy, sell or exchange shares.  The table below
shows that you pay no such fees.  Annual Fund Operating Expenses
are paid out of the Fund's assets and include fees for portfolio
management, maintenance of shareholder accounts, shareholder
servicing, accounting and other services.

SHAREHOLDER TRANSACTION EXPENSES

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

*   There is an $8 service fee for redemptions by wire.

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

Management Fee                     .78%
Other Expenses                     .39%

Total Fund Operating Expenses     1.17%

(1)  The information in the table above is based on expenses
     before expense offset arrangements for the fiscal period
     ended October 31, 1996.

EXAMPLE

                                  1 Year 3 Years 5 Years 10 Years

Assume you invest $1,000, the
Fund returns 5% annually and the
expense ratio remains as listed
above.  This example shows the
operating expenses that you would
indirectly bear as an investor
in the Fund.                       $12     $37      $64     $142

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



                                4



<PAGE>

Financial Highlights

The information below is for the fiscal period ended October 31st
and has been audited by the accounting firm of Price Waterhouse,
LLP.  Their report is included in the Fund's Annual Report, which
is incorporated by reference into the SAI.

                                                      1996(1)

1.   Net asset value, beginning of period             $12.00
     Income from investment operations:
2.   Net investment income                              0.13
3.   Net gains or (losses) on securities
       (both realized or unrealized)                    2.73
4.   Total from investment operations                   2.86
     Less distributions:
5.   Dividends (from net investment income)              --
6.   Distributions (from capital gains)                  --
7.   Total distributions                                 --
8.   Net asset value, end of period                   $14.86
9.   Total return*                                     23.83%
10.  Net assets, end of period (in millions)            $432
11.  Average net assets for the period (in millions)    $276
12.  Ratio of gross expenses to average net assets**    1.17%
13.  Ratio of net expenses to average net assets**      1.15%
14.  Ratio of net investment income to average net
       assets**                                         1.64%
15.  Portfolio turnover rate**                           303%
16.  Average commission rate                           $0.336

(1)  Fiscal period from December 29, 1995 (inception) to
     October 31, 1996.
*    Total return is not annualized.
**   Annualized.

Understanding the Financial Highlights

This section is designed to help you better understand the
information summarized in the Financial Highlights table.  The
table contains important historical operating information that
may be useful in making your investment decision or understanding
how your investment has performed.

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



                                5



<PAGE>

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

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

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

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

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

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

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

                       THE FUND IN DETAIL

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


                                6



<PAGE>

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

INVESTMENT OBJECTIVE

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

TYPES OF INVESTMENTS

The Fund invests substantially all of its assets in common stocks
selected for their growth potential.  The Fund may invest to a
lesser degree in other types of securities, including preferred
stock, warrants, convertible securities and debt securities.  The
Fund may invest up to 25% of its assets in mortgage- and asset-
backed securities, up to 10% of its assets in zero coupon, pay-
in-kind and step coupon securities, and without limit in
indexed/structured securities.  The Fund will invest less than
35% of its assets in high-yield/high-risk securities.  The Fund
may also purchase high-grade commercial paper, certificates of
deposit, and repurchase agreements.  Such securities may offer
growth potential because of anticipated changes in interest
rates, credit standing, currency relationships or other factors.
The Fund may also invest in short-term debt securities and money
market funds (including money market funds managed by Janus
Capital) as a means of receiving a return on idle cash.

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




                                7



<PAGE>

The Fund may invest without limit in foreign equity and debt
securities.  The Fund 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.  The Fund may use options, futures and
other types of derivatives for hedging purposes or for non-
hedging purposes such as seeking to enhance return.  See
"Additional Risk Factors" on page 11.  The Fund may purchase
securities on a when-issued, delayed delivery or forward
commitment basis.

See Appendix A for a further description of the Fund's
investments.

The following questions are designed to help you better
understand an investment in the Fund.

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

Are the same criteria used to select foreign securities?
Generally, yes.  The portfolio manager seeks companies that meet
his selection criteria, regardless of country of organization or
place of principal business activity.  Foreign securities are
generally selected on a stock-by-stock basis without regard to
any defined allocation among countries or geographic regions.
However, certain factors such as expected levels of inflation,
government policies influencing business conditions, the outlook
for currency relationships, and prospects for economic growth
among countries, regions or geographic areas may warrant greater
consideration in selecting foreign securities.  See "Additional
Risk Factors" on page 11.

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


                                8



<PAGE>

economic conditions.  Historically, common stocks have provided
greater long-term returns and have entailed greater short-term
risks than other investment choices.  Smaller or newer issuers
are more likely to realize more substantial growth as well as
suffer more significant losses than larger or more established
issuers.  Investments in such companies can be both more volatile
and more speculative.  See "Additional Risk Factors" on page 11.

How does a diversified fund differ from a nondiversified fund?
Diversification is a means of reducing risk by investing 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 per share of a
nondiversified fund, its share price can be expected to fluctuate
more than a comparable diversified fund.

How does the Fund try to reduce risk?
The Fund may use futures, options and other derivative
instruments to protect the portfolio from movements in securities
prices and interest rates.  The Fund may also use a variety of
currency hedging techniques, including forward currency
contracts, to manage exchange rate risk.  See "Additional Risk
Factors" on page 11.  In addition, to the extent that the Fund
holds a larger cash position, it might not participate in market
declines to the same extent as if it had remained more fully
invested in common stocks.

GENERAL PORTFOLIO POLICIES

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

Classification

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

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

- -    As a fundamental policy, with respect to 50% of its total
     assets, the Fund will not purchase a security of any issuer
     (other than cash items and U.S. government securities, as


                                9



<PAGE>

     defined in the 1940 Act) if such purchase would cause the
     Fund's holdings of that issuer to amount to more than 5% of
     the Fund's total assets.

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

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

Industry Concentration

As a fundamental policy, the Fund will not invest 25% or more of
its total assets in any particular industry (excluding U.S.
government securities).

Portfolio Turnover

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

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

Illiquid Investments

The Fund may invest up to 15% of its net assets in illiquid
investments, including restricted securities or private
placements that are not deemed to be liquid by Janus Capital.  An
illiquid investment is a security or other position that cannot
be disposed of quickly in the normal course of business.  Some
securities cannot be sold to the U.S. public because of their
terms or because of SEC regulations.  Janus Capital will follow
guidelines established by the Trustees of the Trust ("Trustees")


                               10



<PAGE>

in making liquidity determinations for Rule 144A securities and
certain other securities, including privately placed commercial
paper.

Borrowing and Lending

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

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

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

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

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

ADDITIONAL RISK FACTORS

Investments in Smaller Companies

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

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





                               11



<PAGE>

Special Situations

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

Foreign Securities

Investments in foreign securities, including those of foreign
governments, 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 most foreign securities are
traded primarily in foreign markets.  The risks of foreign
investing include:

- -    Currency Risk.  The Fund may buy the local currency when it
     buys a foreign currency denominated security and sell the
     local currency when it sells the security.  As long as the
     Fund holds a foreign security, its value will be affected by
     the value of the local currency relative to the U.S. dollar.
     When the Fund sells a foreign 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.

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



                               12



<PAGE>

- -    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.

- -    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.

- -    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.

Futures, Options and Other Derivative Instruments

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

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

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


                               13



<PAGE>

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

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

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

- -    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;

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

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

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

When the 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 ("Standard &
Poor's") and Moody's Investors Service, Inc. ("Moody's").

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


                               14



<PAGE>

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

The Fund may engage in "short sales against the box." This
technique involves selling either a security that the 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.  The 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, the Fund loses the opportunity to
participate in the gain.

See Appendix A for risks associated with certain other
investments.

                        PERFORMANCE TERMS

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

Cumulative total return represents the actual rate of return on
an investment for a specified period.  The Financial Highlights
table shows total return for a single fiscal period.  Cumulative
total return is generally quoted for more than one year (e.g.,



                               15



<PAGE>

the life of the Fund).  A cumulative total return does not show
interim fluctuations in the value of an investment.

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

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

                      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 account
       or UGMA/UTMA account........................   $  500
     To open a new account with
       an Automatic Investment Plan................   $  500**
     To add to any type of account.................   $  100

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






                               16



<PAGE>

TYPES OF ACCOUNT OWNERSHIP

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

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

- -   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.

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

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

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

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

- -   Individual Retirement Account ("IRA"): An IRA allows
    individuals under the age of 701/2 with earned income to
    contribute up to the lesser of $2,000 ($4,000 for most
    married couples) or 100% of compensation annually.  Please
    refer to the Janus IRA booklet for complete information
    regarding IRAs.


                               17



<PAGE>

- -   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.

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

- -   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.

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 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:


                               18



<PAGE>

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

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

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

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

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

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

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

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

By Mail

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

By Telephone

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


                               19



<PAGE>

This option will become effective ten days after the form is
received.

By Wire

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

Automatic Investment Programs

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

- -   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.

- -   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.

- -   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 noted on page 24.





                               20



<PAGE>

By Telephone

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

By Systematic Exchange

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

Exchange Policies

- -   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.

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

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

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

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

- -   Be sure to read the prospectus for the fund into which you
    are exchanging.

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

- -   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.


                               21



<PAGE>

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 noted on page 24.







                               22



<PAGE>

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

- -   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.

- -   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.

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

If the shares being redeemed were purchased by check, telephone
or through the Automatic Monthly Investment Program, the Fund may
delay the payment of redemption proceeds for up to 15 days from
the day of purchase to allow the purchase to clear.  Unless you
provide alternate instructions, your proceeds will be invested in
Janus Money Market Fund - Investor Shares during the 15 day hold
period.





                               23



<PAGE>

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 22
and must include the following information:

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

Signature Requirements Based on Account Type
- -   Individual, Joint Tenants, Tenants in Common: Written
    instructions must be signed by each shareholder, exactly as
    the names appear in the account registration.

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

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

- -   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.

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

- -   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.
The Fund's NAV is calculated at the close of the regular trading
session of the New York Stock Exchange (the "NYSE") (normally


                               24



<PAGE>

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:

- -   The redemption exceeds $100,000.

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

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

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

The Fund reserves the right to require a signature guarantee
under other circumstances or to reject or delay a redemption on
certain legal grounds.  For more information pertaining to
signature guarantees, please call 1-800-525-3713.

HOW TO OBTAIN A SIGNATURE GUARANTEE

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

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








                               25



<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

Janus Electronic Telephone Service (JETS(R))

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

Janus Web Site

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

Account Minimums

Minimum account sizes are noted on page 16.  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 16 or
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.






                               26



<PAGE>

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 Fund.  Processing Organizations may also
impose other charges or restrictions different from those
applicable to shareholders who invest in the Fund directly.  A
Processing Organization, rather than its customers, may be the
shareholder of record of your shares.  The Fund is not
responsible for the failure of any Processing Organization to
carry out its obligations to its customers.  Certain Processing
Organizations may receive compensation from Janus Capital or its
affiliates and certain Processing Organizations may receive
compensation from the Fund for shareholder recordkeeping and
similar services.

Taxpayer Identification Number

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

Share Certificates

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

Involuntary Redemptions

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


                               27



<PAGE>

Telephone Transactions

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

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

Temporary Suspension of Services

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

Address Changes

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

Registration Changes

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

Statements and Reports

Investors participating in an automatic investment program will
receive quarterly confirmations of all transactions.  (Dividend
information will be distributed annually.) The Fund will send you
a transaction confirmation statement after every non-systematic
transaction.  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 Fund, which includes a list of the
Fund's portfolio holdings, will be mailed semiannually to all
shareholders.  To reduce expenses, only one copy of most
financial reports will be mailed to all 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.


                               28



<PAGE>

                     MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

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

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

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

Scott W. Schoelzel is the Executive Vice President and portfolio
manager of the Fund which he has managed since inception.
Mr. Schoelzel joined Janus Capital in January 1994.  From 1991 to
1993, Mr. Schoelzel was a portfolio manager with Founders Asset


                               29



<PAGE>

Management, Denver, Colorado.  He holds a Bachelor of Arts in
Business from Colorado College.

ASSISTANT PORTFOLIO MANAGER

Mike Lu is assistant portfolio manager of the Fund.  He received
an undergraduate degree in Economics and History from Yale
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 Fund
or Janus Capital's other advisory clients.  See the SAI for more
detailed information.

BREAKDOWN OF MANAGEMENT EXPENSES

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

Average Daily Net            Annual Rate
Assets of Fund               Percentage (%)

First $ 30 Million                1.00
 Next $270 Million                 .75
 Next $200 Million                 .70
 Over $500 Million                 .65


The actual management fee paid by the Fund for the fiscal period
ended October 31, 1996 was 0.78% of the value of the Fund's
average daily net assets.  The Fund incurs expenses not assumed
by Janus Capital, including transfer agent and custodian fees and
expenses, legal and auditing fees, printing and mailing costs of
sending reports and other information to existing shareholders,
and independent Trustees' fees and expenses.

PORTFOLIO TRANSACTIONS

Purchases and sales of securities on behalf of the Fund are
executed by broker-dealers selected by Janus Capital.  Broker-
dealers are selected on the basis of their ability to obtain best
price and execution for the Fund's transactions and recognizing


                               30



<PAGE>

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

OTHER SERVICE PROVIDERS

The following parties provide the Fund 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.

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.

The Trust currently offers the other 18 series by other
prospectuses.


                               31



<PAGE>

Shareholder Meetings

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

Size of the Fund

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

Master/Feeder Option

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






                               32



<PAGE>

                     DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

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

How Distributions Affect the Fund's NAV
Distributions are paid to shareholders as of the record date of
the distribution of the Fund, regardless of how long the shares
have been held.  Dividends and capital gains awaiting
distribution are included in the Fund's daily NAV.  The share
price of the Fund drops by the amount of the distribution, net of
any subsequent market fluctuations.  As an example, assume that
on December 31, the Fund declared a dividend in the amount of
$0.25 per share.  If the Fund's share price was $10.00 on
December 30, the Fund's share price on December 31 would be
$9.75, barring market fluctuations.  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 the Fund just before the distribution,
you will pay the full price for the shares and receive a portion
of the purchase price back as a taxable distribution.  This is
referred to as "buying a dividend." In the above example, if you
bought shares on December 30, you would have paid $10.00 per
share.  On December 31, the Fund would pay you $0.25 per share as
a dividend and your shares would now be worth $9.75 per share.
Unless your account is set up as a tax-deferred account,
dividends paid to you would be included in your gross income for
tax purposes, even though you may not have participated in the
increase in NAV of the Fund, whether or not you reinvested the
dividends.

DISTRIBUTION OPTIONS

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





                               33



<PAGE>

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

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

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

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

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

TAXES

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

Taxes on Distributions

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

Taxation of the Fund

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


                               34



<PAGE>

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
















































                               35



<PAGE>

                           APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

I.  EQUITY AND DEBT SECURITIES

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

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

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

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

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

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



                               36



<PAGE>

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," "non-investment grade bonds" and "junk bonds."

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

Passive foreign investment companies ("PFICs") are any foreign
corporations which generate certain amounts of passive income or
hold certain amounts of assets for the production of passive
income.  Passive income includes dividends, interest, royalties,
rents and annuities.  Income tax regulations may require the Fund
to recognize income associated with 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 the
Fund and a simultaneous agreement by the seller (generally a bank
or dealer) to repurchase the security from the Fund at a
specified date or upon demand.  This technique offers a method of
earning income on idle cash.  These securities involve the risk
that the seller will fail to repurchase the security, as agreed.
In that case, the Fund will bear the risk of market value
fluctuations until the security can be sold and may encounter
delays and incur costs in liquidating the security.

Reverse repurchase agreements involve the sale of a security by
the Fund to another party (generally a bank or dealer) in return


                               37



<PAGE>

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 heavy redemption
requests, or for other temporary or emergency purposes.

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

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

Step coupon bonds are debt securities that trade at a discount
from their face 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 stocks
or bonds, that give the holder the right to buy a proportionate


                               38



<PAGE>

amount of common stock at a specified price, usually at a price
that is higher than the market price at the time of issuance of
the warrant.  The right may last for a period of years or
indefinitely.

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

Indexed/structured securities are typically short- to
intermediate-term debt securities whose value at maturity or
interest rate is linked to currencies, interest rates, equity


                               39



<PAGE>

securities, indices, commodity prices or other financial
indicators.  Such securities may be positively or negatively
indexed (i.e., their value may increase or decrease if the
reference index or instrument appreciates).  Indexed/structured
securities may have return characteristics similar to direct
investments in the underlying instruments and may be more
volatile than the underlying instruments.  The Fund bears the
market risk of an investment in the underlying instruments, as
well as the credit risk of the issuer.

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

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


































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00178001.AX9



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