JANUS INVESTMENT FUND
N-30D, 1998-12-15
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Janus | Income Funds

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

1998 Annual Report

     Janus Flexible Income Fund         Janus Money Market Fund           
     Janus High-Yield Fund              Janus Government Money Market Fund
     Janus Federal Tax-Exempt Fund      Janus Tax-Exempt Money Market Fund
     Janus Short-Term Bond Fund              

[LOGO] JANUS

<PAGE>

Janus | Income Funds

Table of Contents

To Our Shareholders ......................................     1
Portfolio Manager's Commentary and Schedule of Investments
   Janus Flexible Income Fund ............................     2
   Janus High-Yield Fund .................................     7
   Janus Federal Tax-Exempt Fund .........................    11
   Janus Short-Term Bond Fund ............................    16
   Janus Money Market Fund ...............................    20
   Janus Government Money Market Fund ....................    25
   Janus Tax-Exempt Money Market Fund ....................    27
Statements of Operations - Bond Funds ....................    30
Statements of Assets and Liabilities -
   Bond Funds ............................................    31
Statements of Changes in Net Assets -
   Bond Funds ............................................    32
Financial Highlights - Bond Funds ........................    33
Statements of Operations -
   Money Market Funds ....................................    35
Statements of Assets and Liabilities -
   Money Market Funds ....................................    36
Statements of Changes in Net Assets -
   Money Market Funds ....................................    37
Financial Highlights - Money Market Funds ................    38
Notes to Schedules of Investments ........................    41
Notes to Financial Statements ............................    42
Explanation of Charts and Tables .........................    45
Report of Independent Accountants ........................    48
Euro-Conversion Discussion ...............................    48
Year 2000 Discussion .....................................    48

                                                                    [LOGO] JANUS

<PAGE>

To Our | Shareholders

[PHOTO]
Tom Bailey
chairman

A strong U.S. economy, tempered by the downturn in Asia and showing few signs of
inflation,  created a positive climate for the U.S. bond market during the first
half of our  fiscal  year.  Against  this  backdrop,  interest  rates  started a
dramatic  and  sustained  decline,  reaching  levels we have not seen  since the
1960s.

Our income funds performed well in this environment, although gains were held in
check by a steady  supply of new  issues.  This was  especially  the case in the
high-yield market,  where new issuance during the first half of the year rivaled
levels for all of 1997.

The environment for  fixed-income  markets became more  challenging in the third
quarter,  after Russia's financial meltdown heightened  investors'  awareness of
risk.  This crisis,  combined  with  warnings of weaker  corporate  earnings and
slower overall economic  growth,  triggered a "flight to quality" that initially
benefited global bond markets. However, this flight to quality quickly escalated
into a "dash for cash" as investors  bypassed any risky  investments in favor of
the security and liquidity of the U.S.  Treasury market.  As a result,  we saw a
dramatic  widening in yield spreads - the premium  companies have to pay to lure
investors  into riskier debt.  In this  environment,  new issuance  dried up and
trading  in the  secondary  market  came to a virtual  standstill.  The  Federal
Reserve  responded by cutting  interest rates twice,  its first policy change in
three years.  While markets are anticipating  additional rate cuts,  evidence of
renewed and upward wage pressures may dampen the Fed's willingness to act again.

At Janus, our performance during this latter period was aided by our decision to
upgrade our holdings to only the  highest-quality  securities while  eliminating
our minimal exposure to emerging  markets.  Looking ahead, we remain  cautiously
optimistic on the outlook for fixed-income  markets. In many ways, what happened
in 1998 had been on the horizon  for quite some time.  Eager to believe the rosy
view of the economy,  investors were willing to take on additional risk early in
the year.  It took the  economic  concerns  of the third  quarter to  reacquaint
investors  with the  downside  of riskier  securities.  This has left  investors
focused on more established, profitable and liquid names.

Even in this more challenging environment, I'm confident our intensive financial
analysis  and  hands-on  research  will enable us to  continue  finding the best
opportunities for our investors.

In closing,  I want to express my appreciation for your continued  investment in
our funds. We're committed to proving ourselves worthy of your confidence.

/s/ Tom

Tom Bailey

                                        Janus Income Funds / October 31, 1998  1
<PAGE>

Janus | Flexible Income Fund

[PHOTO]
Ronald V. Speaker
portfolio manager

Janus Flexible  Income Fund returned 8.14% for the 12-month period ended October
31, 1998,  while its benchmark,  the Lehman Brothers  Government/Corporate  Bond
Index, increased 10.28% for the same period.(1)

The Fund continued to employ a flexible investment strategy,  which allows me to
invest broadly across the fixed-income spectrum. During the first three quarters
of the fiscal year, our diversification proved correct, as we compared favorably
with our Index.  In the final quarter,  however,  the bond market  encountered a
most difficult and divergent  time.  Bond investors fled primarily to the safety
of Treasury bonds in response to the falling stock market, well-publicized hedge
fund  troubles  and a weak U.S.  dollar.  A global  credit  crunch  ensued,  and
corporate bonds underperformed Treasuries.

While I capitalized  on the strong  performance of Treasury  issues,  the Fund's
performance  was  hurt  by  our  weighting  in  corporate  bonds.  Spreads,  the
difference  between  yields on corporates  and  Treasuries,  widened  across all
sectors of the corporate market, even for the  highest-quality  investment-grade
bonds.  Especially  weak  during the past few months were  high-yield  corporate
bonds. The prospect of slowing  corporate  earnings was especially  negative for
high-yield  debt because the companies  issuing it are typically more leveraged,
making their bonds' prices more sensitive to the economy.

In response to recent market volatility,  I reduced our high-yield allocation to
around  30% while  increasing  Treasuries  and agency  issues.  I focused on the
highest-quality names in the high-yield market (companies with stable cash flow,
proven management and an absence of foreign exposure).

Among our successes were several positions  benefiting from consolidation in the
supermarket  industry.  Fred Meyer,  the Fund's single  largest  corporate  bond
holding,   recently   agreed  to  be   acquired  by  Kroger,   a   higher-rated,
less-leveraged credit. This helped the Fred Meyer bond outperform. We also had a
position in Carr-Gottstien Food, an Alaskan  supermarket,  which was acquired by
higher-quality Safeway.

Another issue that  benefited from the  consolidation  theme was our position in
U.S.  Surgical.  This  strong-performing  medical  supply  company was  recently
purchased by investment-grade rated Tyco International.

The Fund's  investments in the cable industry aided our performance,  especially
our  investments  in  Tele-Communications,  Inc.  and  Time  Warner,  as well as
high-yield   credits  such  as  Galaxy  Cable,   Jones  Intercable  and  Century
Communications.  This sector was one of the best performers as investors saw the
value of stable cash flows and the  introduction of new services,  which include
Internet access and digital TV.

Also  benefiting the Fund were our holdings in  yield-to-call  corporate  bonds.
These bonds have little  downside risk but offer an excellent  coupon yield.  We
expect one newly added  position,  Marcus Cable, to be called  relatively  soon.
Until then, we can clip an attractive 117/8% coupon.

A  disappointment  during the period  was our  high-yield  holding in Penn Corp.
Financial  Group,  once  one  of our  highest-quality  high-yield  positions.  A
fast-growing  insurance  consolidator adept at turning around troubled insurance
companies, Penn Corp. encountered problems trying to consolidate recent

Portfolio Asset Mix                         October 31, 1998    October 31, 1997
- --------------------------------------------------------------------------------
Investment-Grade
  Corporate Bonds                                      32.7%               33.2%
High-Yield/High-Risk
  Corporate Bonds                                      30.3%               38.7%
U.S. Government Bonds                                  25.4%               14.9%
Foreign Bonds                                           2.1%                1.2%
Preferred Stock                                         1.6%                2.1%
Cash & Cash Equivalents                                 7.9%                9.9%
- --------------------------------------------------------------------------------
Fund Profile                                October 31, 1998    October 31, 1997
- --------------------------------------------------------------------------------
Weighted Average Maturity                           9.1 Yrs.            9.4 Yrs.
Average Modified Duration*                          6.1 Yrs.            5.6 Yrs.
30-Day Average Yield**                                 6.05%               6.61%
Average Rating                                             A                 BBB
- --------------------------------------------------------------------------------
*A theoretical measure of price volatility.
**Yields will fluctuate.

(1)  Both returns include reinvested dividends.

Past performance does not guarantee future results.

2  Janus Income Funds / October 31, 1998
<PAGE>

acquisitions. Upon reporting disappointing second-quarter earnings, its debt was
subsequently downgraded, and we sold the position.

We also suffered  from our  convertible  bond  position in Metricom,  a wireless
Internet access company.  The company's  underlying  stock price was hurt by the
overall  weakness  in small  caps and by the  unexpectedly  slow  build-out  and
financing of its new generation access system.  However,  I have used Metricom's
system and believe it has  considerable  consumer value, so I remain invested in
this position.

In the near term, I expect  fixed-income  markets to remain volatile.  While the
risk of recession appears low, the U.S. economy has now transitioned to a period
of slower growth and lower interest rates. As market  conditions  stabilize,  it
seems likely that  investors  will look beyond  Treasuries to other areas of the
fixed-income market as they pursue higher yields.

For this reason,  I continue to favor a diversified  approach that will allow us
to capitalize on improvement across a wide spectrum of fixed-income  securities.
Therefore,  I'll  look for  opportunities  to  raise  our  investment-grade  and
high-yield weightings back to more normal levels, selectively choosing positions
with stable earnings potential and strong business fundamentals.

In closing, I'd like to express my appreciation for your continued investment in
Janus Flexible Income Fund.

Performance Overview

[Graphic Omitted]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in Janus Flexible Income Fund and the Lehman Brothers  Government/Corporate Bond
Index.  Janus Flexible  Income Fund is represented by a shaded area of blue. The
Lehman Brothers  Government/Corporate Bond Index is represented by a solid black
line. The "y" axis reflects the value of the  investment.  The "x" axis reflects
the computation periods from inception,  July 7, 1987, through October 31, 1998.
The  upper  right  quadrant  reflects  the  ending  value  of  the  hypothetical
investment  in Janus  Flexible  Income Fund  ($27,596) as compared to the Lehman
Brothers Government/Corporate Bond Index ($26,755).

Average Annual Total Return
for the periods ended October 31, 1998
One Year, 8.14%
Five Year, 8.40%
Ten Year, 9.22%
Since 7/7/87*, 9.36%

Janus Flexible Income Fund - $27,596

Lehman Brothers Gov't/Corporate
Bond Index - $26,755

*The Fund's inception date.
Source - Lipper Analytical Services, Inc. 1998.

Past  performance  does not  guarantee  future  results.  Investment  return and
principal value will fluctuate so that shares, when redeemed,  may be worth more
or less than their original cost. All returns reflect reinvested dividends.  The
Fund's portfolio may differ  significantly from the securities in the Index. The
Index is  unmanaged  and  therefore  does  not  reflect  the  cost of  portfolio
management or trading.

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Corporate Bonds - 63.0%
Automotive - Cars and Light Trucks - 0.5%
$  5,000,000       Ford Motor Co., 7.25%
                     notes, due 10/1/08 ...................     $      5,537,500
Beverages - Non-Alcoholic - 1.4%
  15,000,000       Coca-Cola Enterprises, Inc., 6.95%
                     debentures, due 11/15/26 .............           15,412,500

Brewery - 0.9%
  10,000,000       Anheuser Busch Co., 5.65%
                     notes, due 9/15/08 ...................           10,175,000

Broadcast Services and Programming - 0.6%
   7,000,000       Fox/Liberty Networks L.L.C., 8.875%
                     senior notes, due 8/15/07 ............            6,790,000

Cable Television - 6.4%
   3,000,000       Century Communications Corp., 8.75%
                     senior notes, due 10/1/07 ............            3,142,500
  11,000,000       Galaxy Telecom, L.P., 12.375%
                     senior subordinated notes, due 10/1/05           11,825,000
   9,500,000       Jones Intercable, Inc., 7.625%
                     senior notes, due 4/15/08 ............            9,595,000
  12,000,000       Lenfest Communications, 7.625%
                     senior notes, due 2/15/08 ............           12,000,000
  15,325,000       Marcus Cable Co., L.P., 11.875%
                     debentures, due 10/1/05 ..............           16,187,030
                   TCI Communications, Inc.:
   4,500,000         6.375%, senior notes, due 5/1/03 .....            4,663,125
  13,000,000         6.875%, senior notes, due 2/15/06 ....           13,828,750

                                                                      71,241,405

Casino Hotels - 0.9%
$  4,000,000       Santa Fe Hotel, Inc., 11.00%
                     first mortgage notes, due 12/15/00 ...     $      3,895,000
   7,000,000       Venetian Casino Resort L.L.C., 12.25%
                     company guaranteed notes, due 11/15/04            6,230,000

                                                                      10,125,000

Casino Services - 0.6%
   6,000,000       Isle of Capri Black Hawk L.L.C., 13.00%
                     first mortgage bonds, due 8/31/04 ....            6,000,000

Cellular Telecommunications - 1.0%
  10,000,000       360(degree) Communications Co., 6.65%
                     notes, due 1/15/08 ...................           10,512,500

Chemicals - Specialty - 0.9%
  10,000,000       Praxair, Inc., 6.625%
                     notes, due 10/15/07 ..................           10,300,000

Commercial Banks - 1.7%
  11,000,000       Bank One Texas, 6.25%
                     subordinated notes, due 2/15/08 ......           11,233,750
   2,500,000       City National Bancshares Corp., 6.375%
                     subordinated notes, due 1/15/08 ......            2,556,250
   5,000,000       HUBCO, Inc., 8.20%
                     subordinated debentures, due 9/15/06 .            5,375,000

                                                                      19,165,000

Computers - Information Technology - 0.2%
   2,500,000       Cooperative Computing, 9.00%
                     senior subordinated notes, due 2/1/08             2,087,500

See Notes to Schedules of Investments.

                                        Janus Income Funds / October 31, 1998  3
<PAGE>

Janus | Flexible Income Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Computers - Integrated Systems - 0.5%
$  6,375,000       Candescent Technologies Corp., 7.00%
                     convertible senior subordinated
                     debentures, due 5/1/03+ ..............     $      5,418,750

Computers - Mainframe - 2.9%
                   IBM Corp.:
  10,000,000         6.45%, notes, due 8/1/07 .............           10,700,000
  10,000,000         5.40%, notes, due 10/1/08 ............            9,987,500
  10,000,000         7.00%, debentures, due 10/30/25 ......           10,875,000

                                                                      31,562,500

Consumer Products - 0.6%
   3,000,000       Doane Products Co., 10.625%
                     senior notes, due 3/1/06 .............            3,472,500
       5,000       Spin Cycle, Inc., zero coupon
                     units, due 5/1/05+ ...................            2,700,000

                                                                       6,172,500

Containers - Metal and Glass - 0.6%
   6,000,000       Crown Cork & Seal Co., Inc., 7.00%
                     company guaranteed notes,
                     due 12/15/06 .........................            6,345,000

Distribution and Wholesale - 0.3%
   4,000,000       Aviation Sales Co., 8.125%
                     company guaranteed notes, due 2/15/08             3,640,000

Electric - Integrated - 1.2%
                  El Paso Electric Co.:
   3,000,000         8.90%, first mortgage bonds, due 2/1/06           3,341,250
   9,000,000         9.40%, first mortgage bonds, due 5/1/11          10,192,500

                                                                      13,533,750

Finance - Auto Loans - 1.4%
                   Ford Motor Credit Corp.:
   2,000,000         5.125%, notes, due 10/15/01 ..........            1,980,000
  10,000,000         5.375%, notes, due 10/15/02 ..........            9,937,500
   3,500,000       General Motors Acceptance Corp., 6.125%
                     senior subordinated notes, due 1/22/08            3,543,750

                                                                      15,461,250

Finance - Other Services - 0.5%
   5,500,000       Associates Corp., N.A., 6.25%
                     senior notes, due 11/1/08 ............            5,541,250

Food - Diversified - 0.8%
   8,000,000       Ralston Purina Co., 7.75%
                     debentures, due 10/1/15 ..............            8,930,000

Food - Retail - 1.6%
   4,500,000       Marsh Supermarkets, Inc., 8.875%
                     company guaranteed notes, due 8/1/07 .            4,455,000
   4,000,000       Pantry, Inc., 10.25%
                     company guaranteed notes, due 10/15/07            3,960,000
   4,500,000       Safeway, Inc., 7.00%
                     senior notes, due 9/15/07 ............            4,758,750
   4,000,000       Star Markets Co., Inc., 13.00%
                     senior subordinated notes, due 11/1/04            4,280,000

                                                                      17,453,750

Funeral Services and Related Items - 0.5%
   4,500,000       Service Corporation International, 7.70%
                     notes, due 4/15/09 ...................            4,955,625

Gambling - Non-Hotel Casinos - 0.4%
   3,000,000       Mohegan Tribal Gaming Authority, 13.50%
                     senior notes, due 11/15/02 ...........            3,866,250

Home Furnishings - 0.2%
$  2,000,000       Lifestyle Furnishings International, Inc.,
                     10.875%, company guaranteed
                     notes, due 8/1/06 ....................     $      2,140,000

Hotels and Motels - 0.9%
  10,000,000       Courtyard By Marriott II, L.P., 10.75%
                     senior notes, due 2/1/08 .............           10,025,000

Industrial Audio and Visual Products - 0.2%
   2,000,000       Unifrax Investment Corp., 10.50%
                     senior notes, due 11/1/03 ............            2,040,000

Insurance Brokers - 0.3%
   5,000,000       SIG Capital Trust I, 9.50%
                     company guaranteed notes, due 8/15/27             3,787,500

Life and Health Insurance - 1.1%
  11,000,000       Delphi Financial Group, Inc., 8.00%
                     senior notes, due 10/1/03 ............           11,907,500

Manufacturing - 0.7%
   7,500,000       Day International Group, Inc., 11.125%
                     senior notes, due 6/1/05 .............            7,725,000

Medical Products - 0.8%
   8,500,000       Dade International, Inc., 11.125%
                     senior subordinated notes,
                     Series B, due 5/1/06 .................            9,095,000

Money Center Banks - 0.7%
   8,000,000       BankAmerica Corp., 7.75%
                     subordinated notes, due 8/15/15 ......            8,340,000

Multimedia - 4.0%
                   Time Warner, Inc.:
  15,250,000         8.18%, notes, due 8/15/07 ............           17,461,250
  10,000,000         6.95%, company guaranteed notes,
                     due 1/15/28 ..........................           10,025,000
  15,000,000       Walt Disney Co. (The), 6.75%
                     senior notes, due 3/30/06 ............           16,181,250

                                                                      43,667,500

Music/Clubs - 0.3%
       7,900       V2 Music Holdings PLC, zero coupon
                     units, due 4/15/08 ...................            3,792,000

Networking Products - 0.6%
   5,000,000       Anixter International, Inc., 8.00%
                     company guaranteed notes,
                     due 9/15/03 ..........................            5,350,000
   1,000,000       Concentric Network Corp., 12.75%
                     senior notes, due 12/15/07 ...........              892,500
  
                                                                       6,242,500

Optical Supplies - 0.5%
   5,000,000       Bausch & Lomb, Inc., 6.75%
                     notes, due 12/15/04 ..................            5,337,500

Paint and Related Products - 1.0%
  10,500,000       Sherwin-Williams Co., 6.85%
                     notes, due 2/1/07 ....................           11,484,375

Physical Therapy and Rehabilitation Centers - 1.7%
                   HEALTHSOUTH Corp.:
   7,000,000         9.50%, senior subordinated notes,
                     due 4/1/01 ...........................            7,245,000
  12,000,000         7.00%, senior notes, due 6/15/08 .....           11,160,000

                                                                      18,405,000

See Notes to Schedules of Investments.

4  Janus Income Funds / October 31, 1998
<PAGE>

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Property and Casualty Insurance - 2.1%
$  5,000,000       Arkwright CSN Trust, 9.625%
                     notes, due 8/15/26+ ..................     $      6,287,500
   6,000,000       First American Capital Trust, 8.50%
                     company guaranteed notes, due 4/15/12             7,035,000
   9,000,000       Orion Capital Corp., 7.25%
                     senior notes, due 7/15/05 ............            9,562,500

                                                                      22,885,000

Radio - 0.6%
   6,575,000       Chancellor Media Corp., 9.00%
                     senior subordinated notes, due 10/1/08+           6,591,438

Recreational Centers - 0.6%
7,310,000          Bally Total Fitness Holding Corp., 9.875%
                     senior subordinated notes, due 10/15/07           6,706,925

Reinsurance - 0.9%
  10,000,000       Veritas Capital Trust, 10.00%
                     company guaranteed notes, due 1/1/28 .            9,400,000

Retail - Leisure Products - 0.8%
   9,000,000       Selmer Co., Inc., 11.00%
                     senior subordinated notes, due 5/15/05            9,270,000

Retail - Regional Department Stores - 5.2%
                   Fred Meyer, Inc.:
  25,000,000         7.15%, company guaranteed notes,
                     due 3/1/03 ...........................           25,906,250
  30,000,000         7.45%, company guaranteed notes,
                     due 3/1/08 ...........................           31,425,000

                                                                      57,331,250

Retail - Restaurants - 1.2%
  10,000,000       McDonald's Corp., 6.375%
                     debentures, due 1/8/28 ...............           10,125,000
   3,750,000       ROMACORP Inc., 12.00%
                     senior notes, due 7/1/06+ ............            3,487,500

                                                                      13,612,500

Satellite Telecommunications - 0.8%
   2,085,000       Digital Television Services L.L.C., 12.50%
                     company guaranteed notes, due 8/1/07 .            2,105,850
   7,000,000       PanAmSat Corp., 6.375%
                     notes, due 1/15/08 ...................            7,105,000

                                                                       9,210,850

Savings/Loan/Thrifts - 1.4%
   2,200,000       GS Escrow Corp., 7.125%
                     senior notes, due 8/1/05+ ............            2,235,750
   8,000,000       People's Bank Bridgeport, 7.20%
                     subordinated notes, due 12/1/06 ......            8,020,000
   5,000,000       St. Paul Bancorp, Inc., 7.125%
                     senior notes, due 2/15/04 ............            5,387,500

                                                                      15,643,250
Security Services - 0.6%
   6,000,000       Protection One Alarm Monitor, Inc., 7.375%
                     senior notes, due 8/15/05+ ...........            6,195,000

Super-Regional Banks - 0.5%
   5,000,000       Mellon Financial Co., 6.375%
                     subordinated notes, due 2/15/10 ......            5,050,000

Telecommunication Equipment - 0.2%
$  2,750,000       Global Tele-Systems, Ltd., 9.875%
                     senior notes, due 2/15/05 ............     $      2,351,250

Telecommunication Services - 2.1%
  15,000,000       LCI International, Inc., 7.25%
                     senior notes, due 6/15/07 ............           15,037,500
   3,775,000       Metricom, Inc., 8.00%
                     convertible subordinated notes,
                     due 9/15/03 ..........................            1,868,625
   3,450,000       MetroNet Communications Corp., 12.00%
                     senior notes, due 8/15/07 ............            3,682,875
   3,000,000       Talton Holdings, Inc., 11.00%
                     company guaranteed notes, due 6/30/07             2,921,250

                                                                      23,510,250

Telephone - Integrated - 1.5%
   3,900,000       Dobson Wireline Co., 12.25%
                     senior notes, due 6/15/08+ ...........            3,480,750
  13,275,000       Qwest Communications International, Inc.,
                     7.50%, senior notes, due 11/1/08+ ....           13,474,125

                                                                      16,954,875

Telephone - Local - 0.8%
   5,000,000       Bellsouth Telecommunication, Inc., 6.375%
                     debentures, due 6/1/28 ...............            5,100,000
   4,000,000       US WEST, Inc., 6.375%
                     company guaranteed notes, due 7/15/08             4,170,000

                                                                       9,270,000

Telephone - Long Distance - 1.7%
   5,000,000       Esprit Telecom Group PLC, 11.50%
                     senior notes, due 12/15/07 ...........            4,487,500
                   MCI WorldCom, Inc.:
   5,000,000         6.40%, senior notes, due 8/15/05 .....            5,187,500
   8,000,000         7.75%, notes, due 4/1/07 .............            8,940,000

                                                                      18,615,000
Television - 2.2%
   8,000,000       Dialog Corp. PLC, 11.00%
                     senior subordinated notes,
                     due 11/15/07 .........................            8,200,000
  10,000,000       News America, Inc., 7.30%
                     debentures, due 4/30/28 ..............            9,912,500
   5,500,000       Pegasus Media Communications, 12.50%
                     notes, due 7/1/05 ....................            5,981,250

                                                                      24,093,750

Textile - Products - 0.2%
   2,000,000       Collins & Aikman Corp., 10.00%
                     senior subordinated notes, due 1/15/07            2,020,000

Transportation - Services - 0.2%
   2,000,000       Atlantic Express, Inc., 10.75%
                     company guaranteed notes, due 2/1/04 .            2,040,000
- --------------------------------------------------------------------------------
Total Corporate Bonds (cost $686,795,231) .................          694,967,243
- --------------------------------------------------------------------------------
Foreign Bonds - 2.1%
CAD
  24,000,000       Canadian National Government, 6.00%
                     debentures, due 6/1/08** .............           16,606,463
DEM
  12,000,000       Esprit Telecom Group PLC, 11.50%
                     senior notes, due 12/15/07** .........            6,086,306
- --------------------------------------------------------------------------------
Total Foreign Bonds (cost $23,786,668) ....................           22,692,769
- --------------------------------------------------------------------------------

See Notes to Schedules of Investments.

                                        Janus Income Funds / October 31, 1998  5
<PAGE>

Janus | Flexible Income Fund

Shares or Principal Amount                                          Market Value
- --------------------------------------------------------------------------------
Preferred Stock - 1.6%
Computer Software - 0.4%
       5,877       Concentric Network Corp., 13.50% .......     $      4,407,750

Savings/Loan/Thrifts - 1.0%
     350,000       Chevy Chase Savings, 13.00% ............           10,850,000

Telecommunication Services - 0.2%
       2,643       Nextel Communications, Inc., 11.125% ...            2,087,970
- --------------------------------------------------------------------------------
Total Preferred Stock (cost $19,112,217) ..................           17,345,720
- --------------------------------------------------------------------------------
U.S. Government Agencies - 3.7%
$ 10,000,000       Fannie Mae
                     5.25%, 1/15/03 .......................           10,203,000
  30,000,000       Federal Home Loan Bank System
                     5.125%, 9/15/03 ......................           30,339,000
- --------------------------------------------------------------------------------
Total U.S. Government Agencies (cost $40,478,767) .........           40,542,000
- --------------------------------------------------------------------------------
U.S. Government Obligations - 21.7%
                   U.S. Treasury Notes:
  40,000,000         5.375%, 6/30/03 ......................           41,769,359
  80,000,000         6.625%, 5/15/07 ......................           90,793,600
 100,000,000         5.625%, 5/15/08 ......................          107,695,000
- --------------------------------------------------------------------------------
Total U.S. Government Obligations (cost $230,099,600) .....          240,257,959
- --------------------------------------------------------------------------------
Warrants - 0%
       3,450       MetroNet Communications Corp.
                     - exp. 8/15/07* (cost $0) ............               13,800
- --------------------------------------------------------------------------------
Repurchase Agreements - 4.7%
$ 46,800,000       ABN AMRO Securities, Inc.,
                     5.72%, dated 10/30/98, maturing              
                     11/2/98, to be repurchased at
                     $46,822,308 collateralized by
                     $23,429,335 in Fannie Mae, 0%-13.00%,
                     11/1/98-9/25/28; $21,394,779 in
                     Freddie Mac, 0%-9.00%,
                     11/9/98-8/15/28; $48,387 in Sallie
                     Mae, 4.947%, 11/10/98; $37,815,046 in
                     Government National Mortgage
                     Association, 4.50%-10.50%,
                     6/15/13-9/20/28; $872,516 in Federal
                     Farm Credit, 5.63%- 8.16%,
                     9/5/00-10/7/09; $3,497,323 in Federal
                     Home Loan Bank System, 1.70%-6.135%,
                     11/6/98-8/21/28; $264,194 in
                     Tennessee Valley Authority, 0%,
                     5/1/13; with respective values of
                     $16,461,279, $16,368,018, $48,958,
                     $27,066,332, $958,070, $3,568,549,
                     and $11,591 ..........................           46,800,000
   5,500,000       State Street Bank and Trust Co., 4.25%,
                     dated 10/30/98, maturing 11/2/98 to          
                     be repurchased at $5,501,948
                     collateralized by $3,980,000 in
                     U.S.Treasury Bond, 8.50%, 2/15/20
                     with a value of $5,616,775 ...........            5,500,000
- --------------------------------------------------------------------------------
Total Repurchase Agreements (cost $52,300,000) ............           52,300,000
- --------------------------------------------------------------------------------
Short-Term Corporate Note - 4.5%
$ 50,000,000       Household Finance Co.
                     5.72%, 11/2/98
                    (amortized cost $49,992,056) ..........     $     49,992,056
- --------------------------------------------------------------------------------
Total Investments (total cost $1,102,564,539) - 101.3% ....        1,118,111,547
- --------------------------------------------------------------------------------
Liabilities, net of Cash, Receivables and Other Assets - (1.3%)     (14,520,718)
- --------------------------------------------------------------------------------
Net Assets - 100% .........................................     $  1,103,590,829
- --------------------------------------------------------------------------------

Forward Currency Contracts, Open at October 31, 1998 

Currency Sold and                  Currency            Currency     Unrealized
Settlement Date                  Units Sold      Value in $ U.S.    Gain/(Loss)
- --------------------------------------------------------------------------------
Canadian Dollar 10/8/99          25,450,000         $16,500,259       ($74,804)
German Deutschemark 3/5/99        9,900,000           6,016,408       (432,341)
- --------------------------------------------------------------------------------
Total                                               $22,516,667      ($507,145)

See Notes to Schedules of Investments.

6  Janus Income Funds / October 31, 1998
<PAGE>

                                                         Janus | High-Yield Fund

[PHOTO]
Sandy R. Rufenacht
portfolio manager

For the fiscal year ended  October 31,  1998,  Janus  High-Yield  Fund  returned
(1.45%) while our benchmark, the Lehman Brothers High Yield Bond Index, returned
(0.50%).(1)

As was discussed in Tom Bailey's letter,  the environment  early in the year was
relatively  positive for high-yield bonds, with low interest rates and a healthy
U.S. economy providing support.  However,  Alan Greenspan warned over a year ago
that spreads in the high-yield market were too narrow. And more recently,  a new
round of  international  economic  tensions led to a reassessment of risk across
the fixed-income  spectrum.  At the same time, the market was having a difficult
time  absorbing an oversupply in new  high-yield  issues,  which put  additional
pressure  on  prices.  The result was a sharp  deterioration  in the  high-yield
market that  culminated in the third quarter of 1998,  with yield spreads nearly
doubling.

We  continued  to limit risk during the period by holding  bonds of companies we
know and believe in. At the same time, the Fund benefited from our relative lack
of exposure to emerging markets and to economically sensitive industries such as
chemicals,  steel  and oil.  Instead,  approximately  25% of the  portfolio  was
allocated to three strong  U.S.-based  industries  that are also benefiting from
consolidation:  cable,  casinos  and  supermarkets.  We  continued  to  focus on
companies  with  U.S.-based  cash flows because they are insulated  from foreign
economic turmoil and currency pressures.

The Fund also  benefited  from a  diversified  strategy  that  balances risk and
return across the high-yield spectrum.  While many of our aggressive  high-yield
positions  came under pressure this year,  these losses were at least  partially
offset by the relatively  solid  performance of our weighting in less aggressive
yield-to-call  bonds.  These bonds have less downside risk and helped to cushion
the Fund's  overall  performance.  At the same time,  they provided solid coupon
income.

Among our most promising  securities is Isle of Capri Black Hawk, a casino under
construction in Black Hawk, Colorado.  Among the reasons I like this position is
that Isle of Capri is owned by Casino America (a separate and successful holding
in the Fund) and, unlike Las Vegas casinos, this new venue will not be dependent
on foreign tourism. We got in on the ground floor with this deal and continue to
visit the construction site regularly,  keeping tabs on progress.  Recently,  we
became  concerned  about  traffic   congestion  near  the  casino  location  and
videotaped a crucial  intersection to express our concerns to authorities.  This
kind of  hands-on  involvement  characterizes  the extra mile we will go for our
companies. And it's through this kind of close relationship with management that
we get access to the story behind the numbers.

Our  position  in  Young  America  proved  to  be  one  of  the  Fund's  biggest
disappointments  during the  period.  Young  America is a service  company  that
distributes promotional flyers for large companies

                                                        (continued on next page)

Fund Profile                                October 31, 1998    October 31, 1997
- --------------------------------------------------------------------------------
Weighted Average Maturity                           7.4 Yrs.            7.2 Yrs.
Average Modified Duration*                          5.2 Yrs.            4.8 Yrs.
30-Day Average Yield**                                 9.50%               7.87%
30-Day Average Yield
  Without Reimbursement**                                NA                7.87%
Average Rating                                            B                    B
- --------------------------------------------------------------------------------
*A theoretical measure of price volatility.
**Yields will fluctuate.

(1)  Both returns include reinvested dividends.

Past performance does not guarantee future results.

                                        Janus Income Funds / October 31, 1998  7
<PAGE>

such as IBM and General Motors.  The company ran into financial  trouble after a
major  contract  with  General  Motors was  delayed.  Additionally,  through our
travels we discovered that Young America suffered from a shaky management team -
we were  getting  different  stories  from  two  high-ranking  officers.  I lost
confidence in the company and sold the position at a substantial loss.

Currently,  the high-yield market appears to be stabilizing,  and the oversupply
problems  from earlier in the year are  moderating.  The  potential  for further
Federal Reserve interest rate cuts is a near-term positive.  However, the extent
to which lower interest rates will help the high-yield market depends on whether
economic and political  conditions calm enough to persuade investors to move out
of the  safety,  but  reduced  yield,  of  Treasury  positions.  I  remain  very
particular  about our  investment  selection,  looking for companies with strong
cash flow,  disciplined management and strong business models. And I continue to
rely on the collective capabilities of the entire Janus investment team, as well
as on our extensive and exhaustive on-site research.

In closing,  I'd like to express my  appreciation  for your  investment in Janus
High-Yield Fund.

Performance Overview

[Graphic Omitted]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in Janus  High-Yield Fund and the Lehman Brothers  High-Yield Bond Index.  Janus
High-Yield  Fund is represented  by a shaded area of blue.  The Lehman  Brothers
High-Yield  Bond  Index  is  represented  by a solid  black  line.  The "y" axis
reflects the value of the  investment.  The "x" axis  reflects  the  computation
periods from inception,  December 29, 1995,  through October 31, 1998. The upper
right quadrant reflects the ending value of the hypothetical investment in Janus
High-Yield  Fund ($13,781) as compared to the Lehman  Brothers  High-Yield  Bond
Index ($12,268).

Average Annual Total Return 
for the periods ended October 31, 1998 
One Year, (1.45%) 
Since 12/29/95*, 12.01%

Janus High-Yield Fund - $13,781

Lehman Brothers High-Yield Bond Index - $12,268

*The Fund's inception date.
Source - Lipper Analytical Services, Inc. 1998.

Past  performance  does not  guarantee  future  results.  Investment  return and
principal value will fluctuate so that shares, when redeemed,  may be worth more
or less than their original cost. All returns reflect  reinvested  dividends.The
Fund's portfolio may differ  significantly from the securities in the Index. The
Index is  unmanaged  and  therefore  does  not  reflect  the  cost of  portfolio
management or trading.

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Corporate Bonds - 89.3%
Advertising Services - 1.8%
$  5,000,000       Outsourcing Services Group, 10.875%
                     senior subordinated notes, due 3/1/06+     $      4,800,000

Agricultural Operations - 3.1%
   6,000,000       Frank's Nursery & Crafts, 10.25%
                     senior subordinated notes, due 3/1/08             5,625,000
   2,600,000       Hines Horticulture, Inc., 11.75%
                     senior subordinated notes, due 10/15/05           2,652,000

                                                                       8,277,000

Auto Repair Centers - 0.4%
   1,000,000       Diamond Triumph Autoglass, 9.25%
                     senior notes, due 4/1/08+ ............              972,500

Building - Heavy Construction - 0.3%
   1,000,000       Iron Age Corp., 9.875%
                     senior subordinated notes, due 5/1/08+              877,500

Cable Television - 5.7%
   2,000,000       Classic Cable, Inc., 9.875%
                     senior subordinated notes, due
                     8/1/08+ ..............................            2,015,000
   2,000,000       Fundy Cable, Ltd., 11.00%
                     senior notes, due 11/15/05 ...........            2,120,000
   5,000,000       Galaxy Telecom, L.P., 12.375%
                     senior subordinated notes, due 10/1/05            5,375,000

Cable Television - (continued)
$  2,500,000       Mediacom L.L.C., 8.50%
                     senior notes, due 4/15/08 ............     $      2,475,000
   3,000,000       Rifkin Acquisition Partners, L.P., 11.125%
                     senior subordinated notes, due 1/15/06            3,225,000

                                                                      15,210,000

Casino Hotels - 4.5%
   5,000,000       Santa Fe Hotel, Inc., 11.00%
                     first mortgage notes, due 12/15/00 ...            4,868,750
   2,000,000       Station Casinos, Inc., 10.125%
                     senior subordinated notes, due 3/15/06            1,985,000
   6,000,000       Venetian Casino Resort, L.L.P., 12.25%
                     company guaranteed notes, due 11/15/04            5,340,000

                                                                      12,193,750

Casino Services - 2.0%
   5,250,000       Isle of Capri Black Hawk, L.L.C., 13.00%
                     first mortgage bonds, due 8/31/04 ....            5,250,000

Cellular Telecommunications - 1.7%
   5,000,000       Nextel Communications, Inc., zero coupon
                     senior discount notes, due 8/15/04 ...            4,687,500

Collectibles - 0.1%
     500,000       Action Performance Cos., Inc., 4.75%
                     subordinated notes, due
                     4/1/05+ ..............................              356,875

See Notes to Schedules of Investments.

8  Janus Income Funds / October 31, 1998
<PAGE>

                                                         Janus | High-Yield Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Communications Software - 0.7%
$      4,000       Onepoint Communications Corp., 14.50%
                     units, due 6/1/08+ ...................     $      1,800,000

Computers - Information Technology - 1.1%
   3,500,000       Cooperative Computing, 9.00%
                     senior subordinated notes, due 2/1/08             2,922,500

Consumer Products - 0.3%
   1,500,000       Diamond Brands, Inc., zero coupon
                     debentures, due 4/15/09+ .............              725,625

Containers - Paper and Plastic - 1.3%
   3,500,000       Plastic Containers, Inc., 10.00%
                     senior notes, due 12/15/06 ...........            3,500,000

Diversified Operations - 1.0%
   3,000,000       High Voltage Engineering Corp., 10.50%
                     senior notes, due 8/15/04 ............            2,722,500

Electric - Integrated - 1.2%
   3,000,000       Niagara Mohawk Power Corp., 7.75%
                     senior notes, due 10/1/08 ............            3,170,100

Engines - Internal Combustion - 0.7%
   2,000,000       Wells Aluminum Corp., 10.125%
                     senior notes, due 6/1/05 .............            1,825,000

Finance - Other Services - 0.5%
   4,000,000       SF Holdings Group, Inc., zero coupon
                     senior notes, due 3/15/08 ............            1,440,000

Food - Diversified - 2.0%
   6,000,000       Richmont Marketing Specialists, Inc.,
                     10.125%, senior subordinated notes,
                     due 12/15/07+ ........................            5,295,000

Food - Retail - 2.0%
   1,000,000       Randall's Food Markets, Inc., 9.375%
                     senior subordinated notes, due 7/1/07             1,042,500
   4,000,000       Star Markets Co., Inc., 13.00%
                     senior subordinated notes, due 11/1/04            4,280,000

                                                                       5,322,500

Funeral Services and Related Items - 0.9%
   2,500,000       Prime Succession Acquisition Co., 10.75%
                     senior subordinated notes, due 8/15/04            2,321,875

Gambling - Non-Hotel Casinos - 3.5%
   5,000,000       Casino America, Inc., 12.50%
                     senior notes, due 8/1/03 .............            5,387,500
   4,000,000       Lady Luck Gaming Corp., 11.875%
                     first mortgage notes, due 3/1/01 .....            3,965,000

                                                                       9,352,500

Gas - Transportation - 0.7%
   2,000,000       Navigator Gas Transport PLC, 10.50%
                     notes, due 6/30/07+ ..................            1,905,000

Hotels and Motels - 3.3%
   5,000,000       Hard Rock Hotel, Inc., 9.25%
                     senior subordinated notes, due 4/1/05             4,950,000
   4,000,000       HMH Properties, Inc., 7.875%
                     company guaranteed notes, due 8/1/08 .            3,870,000

                                                                       8,820,000

Human Resources - 0.7%
   2,000,000       COMFORCE Corp., 12.00%
                     senior notes, due 12/1/07 ............            2,005,000

Instruments - Controls - 1.2%
   3,000,000       Imo Industries, Inc., 11.75%
                     senior subordinated notes, due 5/1/06             3,112,500

Internet Software - 0.7%
$  2,000,000       Exodus Communications, Inc., 11.25%
                     senior notes, due 7/1/08+ ............     $      1,800,000

Manufacturing - 0.7%
                   Foamex International, Inc.:
      80,000         13.50%, senior subordinated notes,
                     due 8/15/05 ..........................               87,700
   1,800,000         9.875%, company guaranteed notes,
                     due 6/15/07 ..........................            1,885,500

                                                                       1,973,200

Medical - Hospitals - 1.1%
   3,000,000       Tenet Healthcare Corp., 8.125%
                     senior subordinated notes, due 12/1/08+           3,031,500

Medical Products - 2.2%
   7,000,000       Universal Hospital Service, Inc., 10.25%
                     senior notes, due 3/1/08 .............            5,967,500

Music/Clubs - 0.7%
       4,000       V2 Music Holdings PLC, zero coupon
                     units, due 4/15/08 ...................            1,920,000

Racetracks - 1.7%
   5,000,000       Hollywood Park, Inc., 9.50%
                     senior subordinated notes, due 8/1/07             4,612,500

Radio - 1.8%
   3,000,000       Radio Unica Corp., zero coupon
                     senior discount notes, due 8/1/06+ ...            1,590,000
   3,000,000       SFX Broadcasting, Inc., 10.75%
                     senior subordinated notes, due 5/15/06            3,243,750

                                                                       4,833,750

Real Estate Investment and Management - 1.7%
   5,000,000       LNR Property Corp., 9.375%
                     senior subordinated notes, due 3/15/08            4,500,000

Recreational Centers - 1.7%
   5,000,000       Bally Total Fitness Holding Corp.,
                     9.875% senior subordinated notes,
                     due 10/15/07 .........................            4,587,500

Reinsurance - 1.0%
   3,000,000       Veritas Capital Trust, 10.00%
                     company guaranteed notes, due 1/1/28 .            2,820,000

Resorts and Theme Parks - 0.6%
   2,000,000       Silverleaf Resorts, Inc., 10.50%
                     senior subordinated notes, due 4/1/08             1,620,000

Retail - Convenience Stores - 1.8%
   5,000,000       Core-Mark International, Inc., 11.375%
                     senior subordinated notes, due 9/15/03            4,950,000

Retail - Discount - 1.1%
   3,000,000       Pamida, Inc., 11.75%
                     senior subordinated notes, due 3/15/03            2,910,000

Retail - Diversified - 1.3%
4,000,000           Eye Care Centers of America, Inc., 9.125%
                     senior subordinated notes,
                     due 5/1/08+ ..........................            3,440,000

Retail - Drug Stores - 1.1%
   3,000,000       Community Distributors, Inc., 10.25%
                     company guaranteed notes, due 10/15/04            2,853,750

Retail - Internet - 1.1%
   5,000,000       Amazon.com, Inc., zero coupon
                     senior discount notes, due 5/1/08 ....            2,850,000

See Notes to Schedules of Investments.

                                        Janus Income Funds / October 31, 1998  9
<PAGE>

Janus | High-Yield Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Retail - Mail Order - 1.6%
$  4,000,000       Herff Jones, Inc., 11.00%
                     senior subordinated notes, due 8/15/05     $      4,225,000

Retail - Regional Department Stores - 1.2%
   3,000,000       Fred Meyer, Inc., 7.45%
                     senior notes, due 3/1/08 .............            3,142,500

Retail - Restaurants - 1.7%
   5,000,000       ROMACORP, Inc., 12.00%
                     senior notes, due 7/1/06+ ............            4,650,000

Rubber and Plastics - 0.8%
   2,000,000       Applied Extrusion Technologies, Inc.,
                     11.50%, senior notes, due 4/1/02 .....            2,042,500

Savings/Loan/Thrifts - 1.5%
   4,000,000       Local Financial Corp., 11.00%,
                     senior notes, due 9/8/04+ ............            4,000,000

Telecommunication Services - 8.5%
   4,000,000       IDT Corp., 8.75%
                     senior notes, due 2/15/06 ............            3,520,000
   3,000,000       Level 3 Communications, Inc., 9.125%
                     senior notes, due 5/1/08 .............            2,827,500
   3,000,000       Peoples Telephone Co., Inc., 12.25%
                     senior notes, due 7/15/02 ............            3,191,250
   6,000,000       Pinnacle Holding, Inc., zero coupon
                     senior discount notes, due 3/15/08 ...            2,692,500
   7,000,000       SBA Communications Corp., zero coupon
                     senior discount notes, due 3/1/08 ....            3,010,000
   4,000,000       Talton Holdings, Inc., 11.00%
                     company guaranteed notes, due 6/30/07             3,895,000
   4,500,000       Telegroup, Inc., zero coupon
                     senior discount notes, due 11/1/04 ...            3,026,250
   1,825,000       21st Century Telecom Group, Inc.,
                    zero coupon, senior discount notes,
                     due 2/15/08 ..........................              752,812

                                                                      22,915,312

Telephone - Integrated - 2.1%
   2,500,000       Dobson Wireline Co., 12.25%
                     senior notes, due 6/15/08+ ...........            2,231,250
   2,000,000       Facilicom International, Inc., 10.50%
                     senior notes, due 1/15/08 ............            1,537,500
   2,000,000       Nextlink Communications, Inc., 9.625%
                     senior notes, due 10/1/07 ............            1,796,000

                                                                       5,564,750

Telephone - Local - 1.3%
   5,000,000       e.Spire Communications, Inc., zero coupon
                     senior discount notes, due 4/1/06 ....            3,543,750

Television - 3.0%
   5,000,000       Dialog Corp. PLC, 11.00%
                     senior subordinated notes, due 11/15/07           5,125,000
   3,000,000       Price Communications Corp., 11.75%
                     senior subordinated notes, due 7/15/07            3,075,000

                                                                       8,200,000

Textile - Products - 1.3%
   2,000,000       Glenoit Corp., 11.00%
                     company guaranteed notes, due 4/15/07             1,897,500
   3,500,000       Steel Heddle Group, Inc., zero coupon
                     debentures, due 6/1/09+ ..............            1,509,375

                                                                       3,406,875

Transportation - Services - 1.5%
$  4,000,000       Atlantic Express, Inc., 10.75%
                     company guaranteed notes, due 2/1/04 .     $      4,080,000

Water - 1.9%
   5,000,000       Sparkling Spring Water Group, 11.50%
                     senior subordinated notes, due 11/15/07           5,000,000

Wire and Cable Products - 1.1%
   3,000,000       International Wire Group, Inc., 11.75%
                     senior subordinated notes, due 6/1/05             3,052,500

Wireless Telecommunications - 0.8%
   4,000,000       PTC International Financial, zero coupon
                     company guaranteed notes, due 7/1/07 .            2,095,000
- --------------------------------------------------------------------------------
Total Corporate Bonds (cost $261,408,767) .................          239,453,112
- --------------------------------------------------------------------------------
Common Stock - 0%
Finance - Other Services - 0%
       8,000       SF Holding Group, Inc.
                     (cost $0)* ...........................                    0
- --------------------------------------------------------------------------------
U.S. Government Obligation - 2.0%
$  5,000,000       U.S. Treasury Note
                     5.625%, due 5/15/08
                     (cost $5,393,794) ....................            5,387,806
- --------------------------------------------------------------------------------
Repurchase Agreement - 4.7%
  12,500,000       ABN AMRO Securities, Inc.,
                     5.72%, dated 10/30/98, maturing         
                     11/2/98, to be repurchased at
                     $12,505,958 collateralized by
                     $6,257,835 in Fannie Mae, 0%-13.00%,
                     11/1/98-9/25/28; $5,714,418 in
                     Freddie Mac, 0%-9.00%, 11/9/98-
                     8/15/28; $12,924 in Sallie Mae,
                     4.947%, 11/10/98; $1,777,630 in
                     Government National Mortgage
                     Association, 4.50%-10.50%,
                     6/15/13-9/20/28; $233,044 in Federal
                     Farm Credit, 5.63%-8.16%,
                     9/5/00-10/7/09; $934,114 in Federal
                     Home Loan Bank System, 1.70%-6.135%,
                     11/6/98-8/21/28; $70,565 in Tennessee
                     Valley Authority, 0%, 5/1/13; with
                     respective values of $4,396,709,
                     $4,371,800, $13,076, $7,229,255,
                     $255,895, $953,138, and $3,096 (cost
                     $12,500,000) .........................           12,500,000
- --------------------------------------------------------------------------------
Short-Term Corporate Note - 4.8%
                   Pennzoil Corp.
  13,000,000         5.80%, 11/2/98
                     (amortized cost $12,997,906) .........           12,997,906
- --------------------------------------------------------------------------------
Total Investments (total cost $292,300,467) - 100.8% ......          270,338,824
- --------------------------------------------------------------------------------
Liabilities, net of Cash, Receivables and Other Assets - (0.8%)      (2,122,141)
- --------------------------------------------------------------------------------
Net Assets - 100% .........................................     $    268,216,683
- --------------------------------------------------------------------------------

See Notes to Schedules of Investments.

10  Janus Income Funds / October 31, 1998
<PAGE>

                                                 Janus | Federal Tax-Exempt Fund

[PHOTO]
Darrell W. Watters
portfolio manager

Janus Federal  Tax-Exempt  Fund returned 7.65% for the fiscal year ended October
31, 1998,  underperforming  its benchmark,  the Lehman  Brothers  Municipal Bond
Index,  which  gained  8.02%.(1)  However,  I'm  pleased to report that the Fund
achieved  first-quartile status during the 12-month period,  ranking 58th out of
239 general  municipal  debt bond funds tracked by Lipper  Analytical  Services,
Inc., a mutual fund rating company.(2)

Interest  rates  reached  historic  lows in 1998  against a  backdrop  of benign
inflation,  moderating  economic growth and heightened global financial tensions
that  sent  investors  fleeing  into the safe  haven of U.S.  Treasury  markets.
Because  this  flight  to  quality  was  fed by  foreign  investors  who  cannot
capitalize on tax-exempt status, municipal bonds generally failed to participate
in this rally.  Consequently,  yield spreads  between  municipals and Treasuries
widened.   Nonetheless,   municipal  bonds   outperformed  other  areas  of  the
fixed-income market, including agencies, convertibles and some corporates.

We continue to adhere to our flexible  strategy,  focusing on maximizing current
yield while limiting price  volatility.  This strategy has worked well for us so
far this year,  supported  by our  decision to keep the Fund's  duration in line
with that of the Index.

Additionally,  our results  reflected the care and attention I put into choosing
each position.  First and foremost,  I'm concerned with  management and how they
present  their ideas.  I look for  management  teams that are  responsive  to my
telephone calls, that are candid and forthcoming in their comments, and that are
knowledgeable enough about their credit so they can answer any questions I might
ask.  Then I take a  closer  look at the site and the  project.  Is the  project
something  the  community  is going to use? Is it  centrally  located?  Is there
enough parking? At the end of the day, I want to look at every possible variable
that can affect the success of an offering.

For this reason,  we've retained  roughly  one-third of our exposure in Colorado
double  tax-exempt  bonds. The state has a relatively high 5% interest tax rate,
so  Colorado   double   tax-exempt   bonds  trade  well  on  a  national  basis.
Additionally,  Colorado and its municipalities tend to be fiscally  responsible,
and the probability of credit problems is low.  Finally,  the proximity of these
projects  allows me to  monitor  the  progress  of the  high-yield  credits on a
regular basis.

One position that has been very  successful for us is an Eagle County bond. This
bond was issued to finance  the  reconditioning  of an  existing  building  into
much-needed employee housing for nearby Vail Resort.  Before investing,  I drove
to Vail to examine  the  building  and talked to an engineer to make sure it was
structurally  sound.  Then,  I checked into demand for the units and found there
was already a huge waiting list. Most  important,  I found out the property sits
right on a river, making it prime real estate. Needless to say, I came away with
a positive outlook for the project.

                                                        (continued on next page)

Fund Profile                                October 31, 1998    October 31, 1997
- --------------------------------------------------------------------------------
Weighted Average Maturity                           10.7 Yrs           17.1 Yrs.
Average Modified Duration*                           6.7 Yrs           10.3 Yrs.
30-Day Average Yield**                                 4.78%               4.79%
30-Day Average Yield
  Without Reimbursement**                              4.50%               4.36%
Average Rating                                            AA                 AA2
- --------------------------------------------------------------------------------
*A theoretical measure of price volatility.
**Yields will fluctuate.

Portfolio Asset Mix                         October 31, 1998    October 31, 1997
- --------------------------------------------------------------------------------
General Obligation Bonds                               20.0%               30.0%
Essential Service Revenue Bonds                        80.0%               70.0%
- --------------------------------------------------------------------------------
(1)  Both returns include reinvested dividends.

(2)  A general  municipal  debt bond fund is  defined  by Lipper as "a fund that
     invests at least 65% of its assets in municipal debt issues in the top four
     credit  ratings." As of October 31, 1998,  Janus  Federal  Tax-Exempt  Fund
     ranked 91/138 for the 5-year period.  The ranking is based on total return,
     including  reinvestment  of  dividends  and  capital  gains for the  stated
     period. 

Past performance does not guarantee future results.

                                       Janus Income Funds / October 31, 1998  11
<PAGE>

Looking ahead, the outlook for municipals  depends to some extent on the outlook
for other assets.  With the Fed moving to resolve the perceived credit crunch by
cutting  the  federal  funds  rate,  I believe  we're close to the low point for
yields  in most  credit  markets.  I expect  1999 to bring  with it more  stable
interest rates,  backed by benign inflation and a more moderate pace of economic
growth that is  acceptable  for both  investors  and the Federal  Reserve.  This
outlook  suggests  that  municipals  will  continue to trade in a narrow  range.
However,  substantial deterioration in the equities market could unleash a flood
of U.S.-based  investment  money into  municipals,  which offer a combination of
security and attractive after-tax returns.

Additionally,  I  anticipate  that talk of federal  tax cuts will fade after the
November elections,  with little or no cuts actually  materializing.  This bodes
well for municipal  debt  markets.  Meanwhile,  issuance of new municipal  paper
should  continue to  intensify  as long as rates are low and states are fiscally
sound. While this issuance ensures a steady supply of attractive  opportunities,
it  should  also  contain  price  increases  in  the  municipals   market  while
contributing to higher yields.

In  closing,  I  would  like to  express  my  appreciation  for  your  continued
investment in Janus Federal Tax-Exempt Fund.

Performance Overview

[Graphic Omitted]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in Janus Federal  Tax-Exempt Fund and the Lehman Brothers  Municipal Bond Index.
Janus  Federal  Tax-Exempt  Fund is  represented  by a shaded area of blue.  The
Lehman  Brothers  Municipal Bond Index is represented by a solid black line. The
"y" axis  reflects  the  value of the  investment.  The "x"  axis  reflects  the
computation  periods from inception,  May 3, 1993, through October 31, 1998. The
upper right quadrant reflects the ending value of the hypothetical investment in
Janus  Federal  Tax-Exempt  Fund  ($13,732)  as compared to the Lehman  Brothers
Municipal Bond Index ($14,408).

Average Annual Total Return 
for the periods ended October 31, 1998 
One Year, 7.65% 
Five Year, 5.25% 
Since 5/3/93*, 5.94%

Janus Federal Tax-Exempt Fund - $13,732

Lehman Brothers Municipal Bond Index - $14,408

*The Fund's inception date.
Source - Lipper Analytical Services, Inc. 1998.

Past  performance  does not  guarantee  future  results.  Investment  return and
principal value will fluctuate so that shares, when redeemed,  may be worth more
or less than their original cost. All returns reflect  reinvested  dividends.The
Fund's portfolio may differ  significantly from the securities in the Index. The
Index is  unmanaged  and  therefore  does  not  reflect  the  cost of  portfolio
management or trading.

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Corporate Bonds - 0.5%
Gambling - Non-Hotel Casinos - 0.5%
$    500,000       Lady Luck Gaming Corp., 11.875%
                     first mortgage notes, due 3/1/01
                     (cost $515,397) ......................     $        495,625
- --------------------------------------------------------------------------------
Municipal Securities - 102.0%
Alabama - 0.2%
     200,000       Stevenson Industrial Development
                     Board Environmental Improvements
                     Revenue, (Mead  Corp. Project),
                     (Credit Suisse Insured), Variable Rate,
                     3.60%, 11/1/16 .......................              200,000
California - 6.5%
   2,000,000       East Bay Municipal Utilities District Water
                     System Revenue, (MBIA Insured), 6.00%,
                     6/1/12 ...............................            2,177,500
                   Los Angeles Regional Airport
                     Improvements Corp. Lease Revenue,
                     (American Airlines - L.A. International),
                     (Wachovia Bank of Georgia Insured),
                     Variable Rate:
     700,000         Series A, 3.65%, 12/1/24 .............              700,000
     500,000         Series C, 3.65%, 12/1/24 .............              500,000

California - (continued)
$    200,000       Los Angeles Regional Airport
                     Improvements Corp. Lease Revenue,
                     (Sublease - L.A. International),
                     (Societe Generale Insured), Variable
                     Rate, 3.65%, 12/1/25 .................     $        200,000
   1,000,000       M-S-R Public Power Agency Revenue
                     (San Juan Project), (MBIA
                     Insured), Series E, 6.50%, 7/1/17 ....            1,081,250
   1,000,000       Metropolitan Water District Southern
                     California Waterworks Revenue, 5.50%,
                     7/1/13 ...............................            1,055,000
     200,000       Orange County Water District Certificates
                     of Participation, (Project B), Variable
                     Rate, 3.45%, 8/15/15 .................              200,000

                                                                       5,913,750

See Notes to Schedules of Investments.

12  Janus Income Funds / October 31, 1998
<PAGE>

                                                 Janus | Federal Tax-Exempt Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Colorado - 34.1%
$  1,080,000       Bachelor Gulch Metropolitan District,
                     6.80%, 12/1/06 .......................     $      1,143,450
     500,000       Black Hawk, 5.70%, 12/1/12 .............              523,125
                   Black Hawk Device Tax Revenue:
     500,000         6.00%, 12/1/11 .......................              526,875
     650,000         5.50%, 12/1/12 .......................              650,000
   1,250,000         5.625%, 12/1/21 ......................            1,231,250
                   Boulder County Hospital Revenue
                     Development, (Longmont United
                     Hospital Project):
   1,000,000         5.50%, 12/1/12 .......................            1,026,250
   1,000,000         5.60%, 12/1/17 .......................            1,025,000
   1,000,000       Castle Rock Golf Enterprise
                     Revenue, 6.50%, 12/1/16 ..............            1,047,500
                   Colorado Housing Finance Authority,
                     (Single Family Program):
   1,000,000         Series C-2, 7.10%, 5/1/15 ............            1,127,500
   1,000,000         Series B-3, 6.80%, 11/1/28 ...........            1,126,250
   1,000,000       Denver City and County Airport Revenue
                     (MBIA Insured), Series D, 5.50%,
                     11/15/25 .............................            1,046,250
                   Denver Health and Hospital Revenue:
     635,000         Series A, 5.25%, 12/1/13 .............              636,588
   1,000,000         Series A, 5.375%, 12/1/18 ............            1,001,250
                   Denver West Metropolitan District:
     590,000         Series B, 5.60%, 12/1/12 .............              613,600
     265,000         6.15%, 12/1/13 .......................              283,550
     750,000         6.50%, 12/1/16 .......................              810,938
     615,000         6.20%, 6/1/17 ........................              648,825
     775,000         Series B, 5.70%, 12/1/17 .............              793,406
                   E-470 Public Highway Authority Revenue,
                     (MBIA Insured), Series A:
   2,000,000         4.75%, 9/1/23 ........................            1,917,500
   1,000,000         5.00%, 9/1/26 ........................              985,000
                   Eaglebend Affordable Housing Corp.
                     Multifamily Revenue, (Housing Project):
   1,000,000         Series A, 6.40%, 7/1/17 ..............            1,050,000
   1,300,000         Series B, 7.40%, 7/1/21 ..............            1,343,875
   1,000,000       Erie Water Enterprise Revenue, Series B,
                     6.00%, 12/1/17 .......................            1,018,750
   2,000,000       Fort Collins Pollution Control Revenue,
                     (Anheuser Busch Project), 6.00%,
                     9/1/31 ...............................            2,135,000
                   Hyland Hills Metropolitan Parks and
                     Recreation District Special Revenue,
     850,000         (ACA Insured), 6.20%, 12/15/06 .......              882,937
     410,000         Series A, 6.10%, 12/15/09 ............              424,350
   1,000,000       Mountain Village Metropolitan District
                     San Miguel County, 8.10%, 12/1/11 ....            1,152,563
     175,000       Plains Metropolitan District, 5.85%,
                     12/1/05 ..............................              176,832

Colorado - (continued)
                   Sand Creek Metropolitan District:
$  1,000,000         7.125%, 12/1/16 ......................     $      1,031,250
   1,000,000         6.625%, 12/1/17 ......................            1,003,750
     100,000       Telluride Excise Tax Revenue, 5.75%,
                     12/1/12 ..............................              107,125
                   Telluride Housing Authority Housing
                     Revenue, (Shandoka Apartments
                     Project):
     100,000         7.50%, 6/1/12 ........................              107,625
   1,500,000         7.50%, 6/1/23 ........................            1,629,375
                   Upper Cherry Creek Metropolitan District:
     500,000         6.20%, 12/1/05 .......................              528,750
     400,000         6.75%, 12/1/11 .......................              444,000

                                                                      31,200,289

Georgia - 3.4%
   1,000,000       Atlanta Airport Facilities Revenue,
                     (AMBAC Insured), 5.00%, 1/2/03 .......            1,050,000
     400,000       Burke County Development Authority
                     Pollution Control Revenue,
                     (Power Company Plant-Vogtle),
                     Variable Rate, 3.60%, 7/1/24 .........              400,000
   1,400,000       Georgia Municipal Electric
                     Authority Power Revenue, (MBIA
                     Insured), Series Y, 6.50%, 1/1/17 ....            1,671,250

                                                                       3,121,250

Illinois - 5.5%
   1,500,000       Cook County, (MBIA Insured), Series B,
                     5.375%, 11/15/18 .....................            1,533,750
   1,000,000       Metropolitan Pier and Exposition
                     Authority Hospitality Facilities
                     Revenue, (McCormick Place
                     Convention Center Project), 7.00%,
                     7/1/26 ...............................            1,247,500
   2,000,000       Regional Transportation Authority,
                     (FGIC Insured), 6.00%, 6/1/23 ........            2,295,000

                                                                       5,076,250

Massachusetts - 2.5%
   2,100,000       Massachusetts Water Resources
                     Authority, Series A, 6.50%, 12/1/19 ..            2,313,339
Minnesota - 2.6%
     440,000       Maplewood Multifamily Revenue,
                     (Hazel Ridge Project), Series
                     B, 7.50%, 12/15/32 ...................              443,300
   2,000,000       Northern Municipal Power Agency
                     Electric System Revenue,
                    (AMBAC Insured), Series B,
                     4.75%, 1/1/20 ........................            1,947,840

                                                                       2,391,140

Missouri - 3.1%
   1,000,000       Cape Girardeau County Industrial
                     Development Authority Health
                     Care Facilities Revenue, (Southeast
                     Missouri Hospital Association),
                     (MBIA Insured), 5.25%, 6/1/16 ........            1,043,750

See Notes to Schedules of Investments.

                                       Janus Income Funds / October 31, 1998  13
<PAGE>

Janus | Federal Tax-Exempt Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Missouri - (continued)
$    740,000       Harrison County School District
                     State Aid Capital Improvement,
                     (FSA Insured), 6.25%, 8/1/02 .........     $        804,750
   1,000,000       Kansas City Municipal Assistance Corp.
                     Leasehold Refunding Revenue,
                     (H. Roe Bartle Convention Center
                     Project), (MBIA Insured), Series A,
                     5.00%, 4/15/20 .......................              996,250

                                                                       2,844,750

Montana - 3.1%
   1,000,000       Montana State Board of Investment
                     Workers Compensation Program, 
                     (MBIA Insured), 6.875%, 6/1/20 .......            1,083,750
   1,000,000       Montana State Health Facilities Authority
                     Facilities Revenue, (Kalispell
                     Regional Hospital Project),
                     (AMBAC Insured), 5.00%, 7/1/18 .......              996,250
     750,000       Montana State Health Facilities
                     Authority Facilities Revenue,
                     (St. Peters Community Hospital
                     Project), 5.50%, 6/1/11 ..............              783,750

                                                                       2,863,750

Nebraska - 3.1%
   2,800,000       Douglas County Nebraska Zoo
                     Facilities Revenue, (Henry Doorly
                     Zoo Aquarium Project), 6.00%, 6/1/03 .            2,805,404
New Jersey - 1.3%
   1,000,000       New Jersey State Turnpike Authority
                     Turnpike Revenue, (FSA Insured), 
                     Series C, 6.50%, 1/1/16 ..............            1,223,750
New Mexico - 4.1%
   1,500,000       New Mexico Financing Authority
                     Revenue, (Federal Highway Grant),
                     (AMBAC Insured), Series A, 4.25%,
                     9/1/06 ...............................            1,500,000
   2,000,000       University of New Mexico University
                     Revenue, Series A, 6.00%, 6/1/21 .....            2,280,000

                                                                       3,780,000

New York - 12.6%
                   Long Island Power Authority Electric
                     System Revenue:
   3,000,000         Series A, 5.25%, 12/1/26 .............            3,018,750
   2,600,000         Series A, 5.50%, 12/1/29 .............            2,681,250
   1,400,000       New York Energy Research and
                     Development Authority Pollution
                     Control Revenue, (New York Electric
                     and Gas), Series C, Variable Rate, 
                     3.60%, 6/1/29 ........................            1,400,000
   2,000,000       New York Local Government Assistance
                     Corp., (MBIA Insured), Series B, 4.75%,
                     4/1/14 ...............................            1,995,000

New York - (continued)
$  1,000,000       New York State Dormitory Authority
                     Revenue, (State University
                     Educational Facilities), Series  A,
                     5.50%, 5/15/19 .......................     $      1,058,750
   1,345,000       St. Lawrence County Industrial
                     Development Civic Facilities
                     Revenue, (St. Lawrence University
                     Project), (MBIA Insured), Series A,
                     5.375%, 7/1/18 .......................            1,402,162

                                                                      11,555,912

North Dakota - 1.7%
   1,500,000       Grand Forks Senior Housing Revenue,
                     Special Term, (4000 VY Square
                     Project), 6.375%, 12/1/34 ............            1,522,500
Ohio - 3.6%
     100,000       Cuyahoga County Hospital Revenue,
                     (University Hospitals - Cleveland),
                     (Dai-Ichi Kangyo Insured), Variable
                     Rate, 4.05%, 1/1/16 ..................              100,000
   2,000,000       Ohio Turnpike Commission Turnpike Revenue,
                     (FGIC Insured), Series B,
                     4.75%, 2/15/28 .......................            1,902,500
   1,250,000       Toledo-Lucas County Port Authority
                     Port Revenue, (Cargill Income Project),
                     5.90%, 12/1/15 .......................            1,323,438

                                                                       3,325,938

Oklahoma - 2.4%
     500,000       McGee Creek Authority Water Revenue,
                     (MBIA Insured), 6.00%, 1/1/23 ........              576,250
     500,000       Oklahoma County Finance Authority
                     Multifamily Housing Revenue
                     First Mortgage, (Multiple Apartments
                     Project), Series A, 7.00%, 4/1/18 ....              500,625
   1,000,000       Tulsa Industrial Authority Revenue,
                     (University of Tulsa), (MBIA 
                     Insured), Series A, 6.00%, 10/1/16 ...            1,140,000

                                                                       2,216,875

Oregon - 1.1%
   1,000,000       Medford Hospital Facilities Authority
                     Revenue, (Asante Health System),
                     (MBIA Insured), Series B, 5.125%,
                     8/15/28 ..............................            1,012,500

Pennsylvania - 2.8%
   2,300,000       Pennsylvania Industrial Development
                     Authority Revenue, (Economic 
                     Development), Series A, 7.00%, 1/1/11             2,535,152

Tennessee - 0.6%
     500,000       Sullivan County Tennessee Industrial
                     Development Board Pollution
                     Control Revenue, (Mead Corp. Project),
                     Variable Rate, 3.60%, 10/1/16 ........              500,000

See Notes to Schedules of Investments.

14  Janus Income Funds / October 31, 1998
<PAGE>

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Texas - 5.4%
                   Grapevine Industrial Development
                     Corp. Revenue, (American Airlines):
$    300,000         Series A-2, Variable Rate, 3.65%,
                     12/1/24 ..............................     $        300,000
     200,000       Series A-4, Variable Rate, 3.65%,
                     12/1/24 ..............................              200,000
   1,800,000       Harris County Health Facilities and
                     Development Corp. Revenue, (St. Lukes
                     Episcopal Hospital), Series A, Variable
                     Rate, 3.65%, 2/15/27 .................            1,800,000
     500,000       Lone Star Airport Improvement Authority,
                     Series A-1, Variable Rate, 3.65%, 12/1/14           500,000
   1,000,000       Orange County Naval and Port District
                     Industrial Development Corp. Revenue,
                     (North Star Steel Texas Project), 6.375%,
                     2/1/17 ...............................            1,107,500
   1,000,000       Texas State Public Financial Authority,
                     Series C, 4.70%, 10/1/03 .............            1,041,250

                                                                       4,948,750

Wisconsin - 1.1%
   1,000,000       Wisconsin, Series D, 4.25%, 5/1/05 .....            1,012,500

Wyoming - 1.2%
   1,000,000       Sweetwater County Pollution Control
                     Revenue, (Idaho Power Co.), Series A,
                     6.05%, 7/15/26 .......................            1,081,250
- --------------------------------------------------------------------------------
Total Municipal Securities (cost $91,259,117) .............           93,445,049
- --------------------------------------------------------------------------------
Total Investments (total cost $91,774,514) - 102.5% .......           93,940,674
- --------------------------------------------------------------------------------
Liabilities, net of Cash, Receivables and Other Assets - (2.5%)      (2,315,445)
- --------------------------------------------------------------------------------
Net Assets - 100% .........................................     $     91,625,229
- --------------------------------------------------------------------------------

ACA - American Capital Access Corp.
AMBAC - American Municipal Bond Assurance Corp.
FGIC - Financial Guaranty Insurance Corp.
FSA - Financial Security Assurance Corp.
MBIA - Municipal Bond Insurance Association Corp.

See Notes to Schedules of Investments.

                                        Janus Income Funds / October 31, 1998 15
<PAGE>

Janus | Short-Term Bond Fund

[PHOTO]
Sandy R. Rufenacht
portfolio manager

For the 12-month  period  ended  October 31, 1998,  Janus  Short-Term  Bond Fund
returned   6.49%,   while  its   benchmark,   the  Lehman   Brothers   1-3  Year
Government/Corporate Bond Index, gained 7.54%.(1)

Throughout the year, a flexible  investment approach allowed the Fund to respond
to changes in interest  rates.  This  flexibility  was achieved by maintaining a
sizable  weighting  in  investment-grade   bonds,   combined  with  holdings  in
Treasuries and cash  equivalents.  We also owned a relatively  small position in
high-yield   bonds,   which   involve   slightly   higher   credit   risk   than
investment-grade bonds but offer generous yields.

Unfortunately,  this strategy of balancing  Treasury,  corporate and  high-yield
positions  had mixed  results  during the past year as the  market  transitioned
through several distinct  periods.  Early in 1998, market attention shifted from
the crisis in Asia to renewed  concerns  that rapid  growth at home could  spark
higher  inflation  and prompt a potential  Federal  Reserve  interest rate hike.
Although  there was no  evidence of  inflation,  long-term  rates moved  higher.
During this time,  the  combination  of our shorter  maturity  holdings  and our
weighting in high-yield bonds allowed the Fund to hold its ground.

As  problems in Asia once again  reasserted  themselves  in the second  quarter,
investor focus shifted back to credit risk. Amid heightened  tensions abroad and
political  uncertainty at home, U.S.  government  debt became a safe haven.  The
inflows of  capital  into  longer-dated  Treasuries  helped  drive  rates  down,
flattening the yield curve. During this period, the Fund's performance benefited
from  our  substantial   Treasury   holdings.   Unfortunately,   our  short-term
investment-grade  securities were unable to keep pace with this rally, and their
spreads  relative to Treasuries  widened.  These corporate bonds traded at their
widest spreads in years relative to Treasuries,  reflecting  investors' concerns
over weaker domestic profits and turmoil abroad.

The Fund's  high-yield  positions had a particularly  difficult time during this
period.  The good news is that we were able to avoid the worst  problems  in the
high-yield  market  because of the quality of our  positions.  We  continued  to
concentrate on yield-to-call  bonds,  which offer solid  performance and limited
downside  risk.  The bad news is that these  bonds have  little  sensitivity  to
falling interest rates.  Consequently,  these positions failed to participate in
the Treasury market rally, and yield spreads widened considerably.

Despite the underperformance by high-yield debt, we remain upbeat on many of our
holdings.  With interest  rates near an all-time low, more companies are calling
in their existing bonds to refinance  their debt at a lower cost. In particular,
we look for companies  whose  improving  fundamentals  make them  candidates for
credit  upgrades.  Our position in  HEALTHSOUTH  serves as a good  example.  The
company runs  rehabilitation  centers (a business that provides  impressive cash
flow). HEATHSOUTH's debt has been upgraded from junk status to investment grade,
and the company's debt costs have

Fund Profile                                October 31, 1998    October 31, 1997
- --------------------------------------------------------------------------------
Weighted Average Maturity                           2.6 Yrs.            2.4 Yrs.
Average Modified Duration*                          2.3 Yrs.            2.0 Yrs.
30-Day Average Yield**                                 4.89%               6.04%
30-Day Average Yield
  Without Reimbursement**                              4.44%               5.57%
Average Rating                                            A+                   A
- --------------------------------------------------------------------------------
*A theoretical measure of price volatility.
**Yields will fluctuate.

Portfolio Asset Mix                         October 31, 1998    October 31, 1997
- --------------------------------------------------------------------------------
Investment-Grade
  Corporate Bonds                                      60.2%               56.2%
High-Yield/High-Risk
  Corporate Bonds                                      12.4%               16.5%
U.S. Treasury  Bonds                                   24.4%               21.7%
Cash & Cash Equivalents                                 3.0%                5.6%
- --------------------------------------------------------------------------------
(1)  Both returns include reinvested dividends.

Past performance does not guarantee future results.

16  Janus Income Funds / October 31, 1998
<PAGE>

moved lower.  While we expect this higher-yield bond to be called sometime soon,
for right now the Fund is collecting a lucrative 91/2% yield.

In the near term,  the prospect of lower  interest  rates and the  potential for
additional  interest rate cuts are positives for the market.  However,  I'm less
certain on the  longer-term  outlook for  interest  rates.  I believe the recent
decline  in  rates  has been fed  more by  global  uncertainty  than by fears of
recession.  As  this  uncertainty  subsides,  we may  see  rates  bottom  out as
investors move back into other areas of the fixed-income market, pursuing higher
yields.

While the Fund's  high-yield  weighting  has been reduced  slightly,  I have not
substantially changed our strategy of balancing  investment-grade and high-yield
positions.  This approach has worked  successfully over the past three years and
should  produce solid results over the long term. In  particular,  once interest
rates  stabilize,  I remain  confident that the higher coupon paid by the Fund's
high-yield positions will again enhance its performance.

In closing,  I'd like to thank you for your investment in Janus  Short-Term Bond
Fund.

Performance Overview

[Graphic Omitted]

A graphic comparison of the change in value of a hypothetical $10,000 investment
in   Janus   Short-Term   Bond   Fund   and  the   Lehman   Brothers   1-3  Year
Government/Corporate  Bond Index. Janus Short-Term Bond Fund is represented by a
shaded area of blue.  The Lehman  Brothers  1-3 Year  Government/Corporate  Bond
Index is  represented  by a solid black line. The "y" axis reflects the value of
the investment.  The "x" axis reflects the  computation  periods from inception,
September 1, 1992,  through October 31, 1998. The upper right quadrant  reflects
the ending value of the  hypothetical  investment in Janus  Short-Term Bond Fund
($13,834) as compared to the Lehman Brothers 1-3 Year  Government/Corporate Bond
Index ($14,237).

Average Annual Total Return 
for the periods ended October 31, 1998 
One Year, 6.49% 
Five Year, 5.47% 
Since 9/1/92*, 5.40%

Janus Short-Term Bond Fund - $13,834

Lehman Brothers 1-3 Year
Government/Corporate Bond Index- - $14,237

*The Fund's inception date.
Source - Lipper Analytical Services, Inc. 1998.

Past  performance  does not  guarantee  future  results.  Investment  return and
principal value will fluctuate so that shares, when redeemed,  may be worth more
or less than their original cost. All returns reflect  reinvested  dividends.The
Fund's portfolio may differ  significantly from the securities in the Index. The
Index is  unmanaged  and  therefore  does  not  reflect  the  cost of  portfolio
management or trading.

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Corporate Notes - 72.6%
Aerospace and Defense - 0.1%
$    100,000       CHC Helicopter Corp., 11.50%
                     senior subordinated notes, due 7/15/02     $        105,125

Building - Residential and Commercial - 0.4%
     500,000       Toll Corp., 9.50%
                     senior subordinated notes, due 3/15/03              506,250

Cable Television - 1.4%
   2,000,000       TCI Communications, Inc., 6.375%
                     senior notes, due 9/15/99 ............            2,020,000

Computers - Mainframe - 2.5%
   3,500,000       IBM Corp., 6.375%
                     notes, due 6/15/00 ...................            3,578,750

Containers - Paper and Plastic - 0.7%
   1,000,000       Plastic Containers, Inc., 10.00%
                     senior notes, due 12/15/06 ...........            1,000,000

Diversified Financial Services - 3.8%
   1,500,000       American Express Credit Corp., 6.125%
                     senior notes, due 11/15/01 ...........            1,550,625
   3,750,000       Associates Corp. N.A., 5.85%
                     senior notes, due 1/15/01 ............            3,778,125

                                                                       5,328,750

Educational Software - 0.3%
     350,000       Herff Jones, Inc., 11.00%
                     senior subordinated notes, due 8/15/05              369,688

Electric - Generation - 1.1%
$  1,500,000       Niagara Mohawk Power Corp., 6.50%
                     senior notes, due 7/1/99 .............     $      1,511,250

Electric - Integrated - 2.5%
   3,500,000       Southern Cal Edison Co., 5.875%
                     notes, due 1/15/01 ...................            3,565,625

Finance - Auto Loans - 6.0%
                   Ford Motor Credit Corp.:
   3,750,000         6.25%, notes, due 11/8/00 ............            3,820,312
   2,000,000         5.125%, notes, due 10/15/01 ..........            1,980,000
   2,500,000       General Motors Acceptance Corp., 6.375%
                     notes, due 12/1/01 ...................            2,575,000

                                                                       8,375,312

Finance - Investment Bankers/Brokers - 2.7%
   3,750,000       Merrill Lynch & Co., Inc., 6.00%
                     notes, due 3/1/01 ....................            3,773,437

Finance - Leasing Companies - 1.2%
   1,750,000       International Lease Finance Corp., 6.625%
                     notes, due 4/1/99 ....................            1,761,305

Finance - Other Services - 2.6%
   3,500,000       Sears Roebuck Acceptance Corp., 6.00%
                     notes, due 3/20/03 ...................            3,587,500

Food - Flour and Grain - 2.6%
   3,500,000       Archer Daniels Co., 6.25%
                     notes, due 5/15/03 ...................            3,666,250

See Notes to Schedules of Investments.

                                       Janus Income Funds / October 31, 1998  17
<PAGE>

Janus | Short-Term Bond Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Food - Retail - 2.5%
$  2,000,000       Racers-Kellogg, 5.75%
                     notes, due 2/2/01+ ...................     $      2,042,500
   1,310,000       Star Markets Co., Inc., 13.00%
                     senior subordinated notes, due 11/1/04            1,401,700

                                                                       3,444,200

Gambling - Non-Hotel Casinos - 1.5%
   1,500,000       Casino America, Inc., 12.50%
                     senior notes, due 8/1/03 .............            1,616,250
     500,000       Lady Luck Gaming Corp.,
                     11.875% first mortgage notes, due
                     3/1/01 ...............................              495,625

                                                                       2,111,875
Hotels and Motels - 2.0%
   1,500,000       Host Marriott Corp., 9.50%
                     senior notes, due 5/15/05 ............            1,541,250
   1,250,000       Hyatt Equities, L.L.C., 6.80%
                     notes, due 5/15/00+ ..................            1,281,250

                                                                       2,822,500

Machinery - General Industrial - 0.7%
   1,000,000       Fairfield Manufacturing Co., Inc., 11.375%
                     senior subordinated notes, due 7/1/01             1,025,000

Manufacturing - 0.9%
   1,200,000       Foamex International, Inc., 13.50%
                     company guaranteed notes, due 8/15/05             1,315,500

Medical - Drugs - 4.1%
   2,550,000       SmithKline Beecham PLC, 6.75% 
                     company guaranteed notes, due
                     10/30/01 .............................            2,683,875
   3,000,000       Warner-Lambert Co., 5.75%
                     notes, due 1/15/03 ...................            3,101,250

                                                                       5,785,125

Metal - Aluminum - 0.7%
   1,000,000       Kaiser Aluminum and Chemical Corp.,
                    12.75%, senior subordinated notes,
                     due 2/1/03 ...........................              931,250

Metal Processors and Fabricators - 0.7%
   1,000,000       Haynes International, Inc. 11.625%
                     senior notes, due 9/1/04 .............            1,000,000

Money Center Banks - 7.0%
                   BankAmerica Corp.:
   3,750,000         5.75%, senior notes, due 3/15/01 .....            3,815,625
   3,000,000         6.65%, senior notes, due 5/1/01 ......            3,090,000
   3,000,000       Chase Manhattan Corp., 5.50%
                     notes, due 2/15/01 ...................            3,018,750

                                                                       9,924,375

Multimedia - 3.8%
   1,750,000       Time Warner, Inc. , 4.90%
                     notes, due 7/29/99+ ..................            1,745,625
   3,500,000       Walt Disney Co. (The), 6.375%
                     senior notes, due 3/30/01 ............            3,618,125

                                                                       5,363,750

Paint and Related Products - 1.4%
$  2,000,000       Sherwin-Williams Co., 6.25%
                     notes, due 2/1/00 ....................     $      2,035,000

Physical Therapy and Rehabilitation Centers - 1.5%
   2,000,000       HEALTHSOUTH Corp., 9.50%
                     senior subordinated notes, due 4/1/01             2,070,000

Pipelines - 1.8%
   2,500,000       Enron Corp., 6.45%
                     notes, due 11/15/01 ..................            2,581,250

Retail - Discount - 1.3%
   1,750,000       TJX Companies, Inc., 6.625%
                     notes, due 6/15/00 ...................            1,793,750

Retail - Leisure Products - 0.7%
   1,000,000       Selmer Co., Inc., 11.00%
                     senior subordinated notes, due 5/15/05            1,030,000

Retail - Major Department Stores - 2.6%
   3,500,000       Wal-Mart Stores, Inc., 6.50%
                     notes, due 6/1/03 ....................            3,705,625

Retail - Regional Department Stores - 1.1%
   1,500,000       Fred Meyer, Inc., 7.15%
                     senior notes, due 3/1/03 .............            1,554,375

Retail - Restaurants - 0.7%
   1,000,000       Carrols Corp., 11.50%
                     senior notes, due 8/15/03 ............            1,040,000

Super-Regional Banks - 2.0%
   1,000,000       Mellon Financial Co., 6.30%
                     senior notes, due 6/1/00 .............            1,020,000
   1,750,000       Norwest Corp., 6.25%
                     senior notes, due 4/15/99 ............            1,760,518

                                                                       2,780,518

Telecommunication Equipment - 2.6%
   3,500,000       Lucent Technologies, Inc., 6.90%
                     notes, due 7/15/01 ...................            3,692,500

Telephone - Long Distance - 4.4%
   3,000,000       MCI WorldCom, Inc., 6.125%
                     senior notes, due 8/15/01 ............            3,056,250
   3,000,000       Southwestern Bell Telephone Corp.,
                     6.375%, notes, due 4/1/01 ............            3,093,750

                                                                       6,150,000

Wire and Cable Products - 0.7%
                   International Wire Group, Inc.:
     350,000         11.75%, company guaranteed notes,
                     due 6/1/05 ...........................              356,125
     650,000         11.75%, senior subordinated notes,
                     due 6/1/05 ...........................              661,375

                                                                       1,017,500
- --------------------------------------------------------------------------------
Total Corporate Notes (cost $101,678,280) .................          102,323,335
- --------------------------------------------------------------------------------

See Notes to Schedules of Investments.

18  Janus Income Funds / October 31, 1998
<PAGE>

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
U.S. Government Obligations - 24.4%
                   U.S. Treasury Notes:
$ 28,000,000         6.375% due 1/15/00** .................     $     28,670,600
   5,500,000         5.25% due 8/15/03 ....................            5,736,885
- --------------------------------------------------------------------------------
Total U.S. Government Obligations (cost $34,219,198) ......           34,407,485
- --------------------------------------------------------------------------------
Repurchase Agreements - 1.6%
   2,200,000       ABN AMRO Securities, Inc., 
                     5.72%, dated 10/30/98, maturing                   
                     11/2/98, to be repurchased at
                     $2,201,049 collateralized by
                     $1,101,379 in Fannie Mae, 0%-13.00%,
                     11/1/98-9/25/28; $1,005,737 in
                     Freddie Mac, 0%-9.00%,
                     11/9/98-8/15/28; $2,275 in Sallie
                     Mae, 4.947%, 11/10/98; $1,777,630 in
                     Government National Mortgage
                     Association, 4.50%-10.50%,
                     6/15/13-9/20/28; $41,016 in Federal
                     Farm Credit, 5.63%-8.16%,
                     9/5/00-10/7/09; $164,404 in Federal
                     Home Loan Bank System, 1.70%-6.135%,
                     11/6/98-8/21/28; $12,419 in Tennessee
                     Valley Authority, 0%, 5/1/13; with
                     respective values of $773,821,
                     $769,437, $2,301, $1,272,349,
                     $45,037, $167,752, and $545 (cost
                     $2,200,000) ..........................            2,200,000
- --------------------------------------------------------------------------------
Total Investments (total cost $138,097,478) - 98.6% .......          138,930,820
- --------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 1.4%          1,974,973
- --------------------------------------------------------------------------------
Net Assets - 100% .........................................     $    140,905,793
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Financial Futures - Short
100 Contracts      U.S. Treasury - 5 year bond, expires
                     December 1998, principal amount   
                     $11,025,000 value $11,464,063,
                     cumulative depreciation ..............           ($439,063)
- --------------------------------------------------------------------------------

See Notes to Schedules of Investments.

                                       Janus Income Funds / October 31, 1998  19
<PAGE>

Janus | Money Market Funds

[PHOTO]
Sharon S. Pichler
portfolio manager

For the fiscal year ended  October 31,  1998,  Janus Money Market Fund ranked 49
out of 309  funds in the  U.S.  Money  Market  category  as  tracked  by  Lipper
Analytical  Services.(1) Janus Government Money Market Fund ranked 27 out of 115
in the U.S.  Government  Money Market category during the same period,(2)  while
Janus Tax-Exempt  Money Market Fund ranked 12 out of 132 in the U.S.  Tax-Exempt
category.(3)

Currently,  the primary  factor  driving  the solid  performance  of U.S.  money
markets has been the Federal Reserve's back-to-back reduction in interest rates.
The Fed first cut rates by 25 basis points in late  September,  and then matched
that cut on October 15. These moves  represented a significant  shift in Federal
Reserve policy.  The Fed had held interest rates unchanged for an unusually long
period  of  time,  while  closely  monitoring  an  economy  that  seemed  to  be
successfully  combining  strong  growth and benign  inflation.  For this reason,
domestic market volatility in the first half of the year was driven primarily by
investor  perceptions that the Asian crisis could have a negative impact on U.S.
growth and corporate earnings.  Nonetheless,  the economic  deterioration in the
Far East was  generally a positive for the markets  early in the year because it
kept global inflationary pressures in check.

As tensions abroad heightened over the summer months,  foreign funds flowed into
the safety of the U.S.  Treasury  market.  This flight to quality focused almost
exclusively  on the longer end of the market,  largely  bypassing our investment
universe, which is primarily instruments with maturities of one year or less. On
the positive  side,  the uncertain  international  situation  contributed to the
shift in Federal Reserve policy.

Early in the year,  my  strategy  was to  invest  primarily  in very  short-term
obligations, which are influenced more by changes in the federal funds rate than
by broader  market  forces.  Despite the recent market  developments,  I haven't
substantially  changed this strategy or  significantly  extended the maturity of
the Funds.  However,  I did purchase some longer-term paper that will maintain a
higher  yield  in  this  declining  interest  rate  environment.   Overall,  our
performance has benefited from our strict discipline of detailed credit analysis
and our careful evaluation of each company's risk-reward characteristics.

Going forward,  we'll continue to invest in  shorter-term  maturities as long as
the global outlook remains so uncertain.  At this time, market consensus is that
the Federal  Reserve will probably  continue  lowering  interest rates until the
markets regain some  stability.  We could see another .25% reduction in rates by
year-end.  I believe we're positioned to capitalize on this  possibility,  while
also retaining the  flexibility  that will allow us to react to any changes that
might arise in the economic landscape.

In closing,  I'd like to thank you for your continued  investment in Janus Money
Market Funds.

(1)  Lipper  Analytical  Services  defines a U.S.  money market fund as one that
     invests "in high-quality  financial instruments rated in the top two grades
     with  dollar-denominated  average maturities of less than 90 days" and that
     intends "to keep constant net asset  value." As of October 31, 1998,  Janus
     Money  Market Fund ranked  42/264 U.S.  money  market  funds for the 3-year
     period.

(2)  Lipper  defines a U.S.  government  money market fund as one that  "invests
     principally  in  financial  instruments  issued or  guaranteed  by the U.S.
     government, its agencies or instrumentalities, with dollar-weighted average
     maturities  of less than 90 days" and that  intends "to keep  constant  net
     asset value." As of October 31, 1998,  Janus  Government  Money Market Fund
     ranked 22/104 U.S. government money market funds for the 3-year period.

(3)  Lipper  defines a  tax-exempt  money  market  fund as one that  "invests in
     high-quality municipal obligations with dollar-weighted  average maturities
     of less than 90 days" and that intends "to keep  constant net asset value."
     As of October 31, 1998,  Janus  Tax-Exempt  Money Market Fund ranked 15/123
     U.S.  tax-exempt money market funds for the 3-year period.  Lipper rankings
     are based on total return,  including reinvestment of dividends and capital
     gains.

An investment in the Fund(s) is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund(s) seeks
to preserve the value of your  investment at $1.00 per share,  it is possible to
lose money by investing in the Fund(s).

Past performance does not guarantee future results.

20  Janus Income Funds / October 31, 1998
<PAGE>

                                                       Janus | Money Market Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Short-Term Corporate Notes - 12.3%
                   Banque et Caisse D'Epargne de L'etat,
$ 76,162,000         5.12%, 1/8/99 ........................     $     75,425,429
                   Bear Stearns Companies, Inc.:
  50,000,000         5.18%, 1/4/99 ........................           49,539,556
  50,000,000         5.17%, 1/13/99 .......................           49,475,819
                   Cogentrix Richmond,
  33,662,000         5.40%,11/10/98 .......................           33,616,556
                   General Motors Acceptance Corp.
  50,000,000         5.06%, 1/22/99 .......................           49,423,722
                   Heller Financial, Inc.:
  50,000,000         5.30%, 11/2/98 .......................           49,992,639
  50,000,000         5.30%, 11/3/98 .......................           49,985,278
  50,000,000         5.30%, 11/4/98 .......................           49,977,917
                   HSBC America, Inc.:
  50,000,000         5.57%, 2/12/99 .......................           49,203,181
  25,000,000         5.419%, 5/24/99 ......................           24,232,308
                   PHH Corp.,
 300,000,000         6.00%, 11/2/98 .......................          299,950,000
                   St. Joseph Health Systems of
  17,800,000         California, Series A, 5.80%, 7/1/11+ .           17,800,000
- --------------------------------------------------------------------------------
Total Short-Term Corporate Notes
  (amortized cost $798,622,405) ...........................          798,622,405
- --------------------------------------------------------------------------------
Taxable Variable Rate Demand Notes - 5.0%
  10,110,000       Bannockburn Associates, L.L.C.,
                     5.25%, 4/1/27 ........................           10,110,000
  15,995,000       California HFA,
                     5.28%, 8/1/05+ .......................           15,995,000
  13,860,000       Community Health System, Inc.,
                     Series A, 5.20%, 10/1/03 .............           13,860,000
  15,510,000       Crouse Health Hospital, Inc.,
                     5.33%, 7/1/17 ........................           15,510,000
  25,000,000       Crozer-Keystone Health Systems,
                     5.26%, 12/15/21 ......................           25,000,000
   9,100,000       Eagle County, Colorado Housing
                     Facility Authority, (BC Housing
                     L.L.C. Project), Series A,
                     5.2273%, 6/1/27 ......................            9,100,000
  20,000,000       Episcopal Health Services, Inc., New York,
                     5.35%, 3/1/28 ........................           20,000,000
  15,000,000       Eufaula AL IDA Tax 1998 (Chia Tai Project),
                     5.44%, 6/1/13 ........................           15,000,000
  12,700,000       Genesys Michigan Health System,
                     Inc., Series A, 5.20%, 4/1/20 ........           12,700,000
   8,700,000       H/M Partners, L.L.C., 5.45%, 10/1/20 ...            8,700,000
   6,300,000       Jackson County, Alabama Industrial
                     Development, (Beaulieu America
                     Project), 5.32%, 7/1/10 ..............            6,300,000
  20,000,000       Lenexa Kansas IDRB (Lab One, Inc.
                     Project - A), 5.30%, 9/1/09 ..........           20,000,000
  59,000,000       Los Angeles, California Community
                     Redevelopment Agency, Series A,
                     5.35%, 12/1/18 .......................           59,000,000
  20,675,000       Louisiana Health Systems Corp. Revenue
                     1998-B, 5.31%, 10/1/22 ...............           20,675,000

Taxable Variable Rate Demand Notes - (continued)
$ 10,000,000       Patrick Schaumburg Auto,
                     5.60%, 7/1/08 ........................     $     10,000,000
  25,000,000       Rehau, Inc.,
                     5.31%, 10/1/19 .......................           25,000,000
  16,990,000       Rockland Financial, Ltd.,
                     5.25%, 12/1/26 .......................           16,990,000
  15,000,000       T3 Holdings, Inc. (Ocean Spray
                     Cranberries, Inc.), 5.22%, 5/1/08 ....           15,000,000
   5,170,000       Union City, Tennessee Industrial
                     Development Board, (Cobank Limited,
                     L.L.C., Project), 5.45%, 1/1/25 ......            5,170,000
- --------------------------------------------------------------------------------
Total Taxable Variable Rate Demand Notes
  (cost $324,110,000) .....................................          324,110,000
- --------------------------------------------------------------------------------
Floating Rate Notes - 29.9%
                   Abbey National Treasury Services,
  50,000,000         5.0689%, 7/20/99+ ....................           49,953,557
                   American Express Centurion,
  35,000,000         5.4081%, 10/19/99 ....................           35,000,000
                   American Honda Finance Corp.:
  30,000,000         5.2189%, 1/19/99+ ....................           30,000,000
  35,000,000         5.20%, 1/21/99+ ......................           35,000,000
  25,000,000         5.1989%, 4/20/99+ ....................           24,998,825
  25,000,000         5.1892%, 7/27/99+ ....................           25,000,000
  80,000,000         5.6675%, 8/16/99+ ....................           80,000,000
  75,000,000         5.22%, 10/28/99 ......................           75,000,000
  25,000,000         5.2698, 10/28/99 .....................           24,992,582
                   Army and Air Force Exchange,
  58,000,000         5.74%, 5/24/99+ ......................           58,000,000
                   Associates First Capital,
  50,000,000         5.405%, 4/5/09+ ......................           50,000,000
                   Bankers Trust Company of New York:
 177,500,000         5.6675%, 2/19/99+ ....................          177,492,586
  20,000,000         5.1873%, 2/26/99+ ....................           19,997,495
                   Bayerische Landesbank New York,
  76,000,000         5.2662%, 5/10/99 .....................           75,948,058
                   CIT Group Inc:
 100,000,000         5.05%, 7/21/99 .......................           99,891,325
  50,000,000         5.18%, 11/2/99 .......................           49,990,215
                   Countrywide Home Loan:
  50,000,000         5.6875%, 8/30/99 .....................           50,000,000
  50,000,000         5.3125%, 10/6/99 .....................           49,996,340
                   CP Trust Certificates, Series 1996-2,
  75,000,000         5.415%, 12/28/98 .....................           75,000,000
                   Ford Motor Credit Co.,
  50,000,000         5.20%, 12/23/98 ......................           49,997,729
                   General Motors Acceptance Corp.:
  25,000,000         5.19%, 3/5/99 ........................           24,998,250
  52,000,000         5.19%, 10/8/99 .......................           51,993,240
                   Generale Bank, New York,
  50,000,000         5.2196%, 10/27/99 ....................           49,990,385
                   Key Bank, N.A.,
  50,000,000         5.2298, 4/20/99 ......................           50,000,000
                   Merrill Lynch & Co., Inc.:
  40,000,000         5.18% medium term notes, 11/10/98 ....           39,999,803
  50,000,000         5.20%, medium term notes, 11/23/98 ...           50,000,000
  50,000,000         5.23%, medium term notes, 12/21/98 ...           50,000,000

See Notes to Schedules of Investments.

                                       Janus Income Funds / October 31, 1998  21
<PAGE>

Janus | Money Market Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Floating Rate Notes - (continued)
                   Morgan Guaranty Trust Co.:
$ 40,000,000         5.4687%, 6/7/99 ......................     $     39,979,643
  25,000,000         5.1696%, 9/27/99 .....................           24,989,031
 100,000,000         5.20%, 11/29/99 ......................          100,000,000
                   Orix America, Inc. (MBIA Insured),
  25,000,000         5.40%, 4/16/99+ ......................           25,016,970
                   PNC Bank N.A.:
  25,000,000         5.4062%, 10/13/99 ....................           24,995,384
  50,000,000         5.4262%, 10/13/99 ....................           50,000,000
  25,000,000         5.2396%, 10/27/99 ....................           25,000,000
  50,000,000         5.2887%, 11/3/99 .....................           50,000,000
                   Standard Chartered Bank of New York,
 100,000,000         5.1643%, 2/24/99 .....................           99,983,062
                   Triangle Funding, Ltd.,
  35,000,000         5.3525%, 10/15/99+ ...................           35,000,000
                   West Labs, Series 1998 - 1, Class A,
  17,300,389         5.5273%, 2/26/99 .....................           17,300,389
- --------------------------------------------------------------------------------
Total Floating Rate Notes (cost $1,945,504,869) ...........        1,945,504,869
- --------------------------------------------------------------------------------
Funding Agreements - 3.6%
                   General American Life Insurance Co.
                     (seven day demand):
 110,000,000         5.77%, 12/31/98 ......................          110,000,000
  50,000,000         5.77%, 2/19/99 .......................           50,000,000
                   Integrity Life (seven day demand),
  25,000,000         5.77%, 3/30/99 .......................           25,000,000
                   Transamerica Occidental Life Insurance Co.
                     (seven day demand),
  50,000,000         5.3125%, 2/26/99 .....................           50,000,000
- --------------------------------------------------------------------------------
Total Funding Agreements (cost $235,000,000) ..............          235,000,000
- --------------------------------------------------------------------------------
Certificates of Deposit - 8.0%
                   Bankers Trust Company of New York:
  20,000,000         5.96%, 12/14/98 ......................           20,005,357
  25,000,000         5.60%, 12/24/98 ......................           25,001,226
  20,000,000         5.69%, 1/8/99 ........................           19,998,572
                   Bayerische Landesbank, New York,
  25,000,000         5.72%, 5/6/99 ........................           24,988,061
                   Canadian Imperial Bank of Commerce,
  30,000,000         5.75%, 4/1/99 ........................           29,994,058
                   Chase Manhattan Bank USA, N.A.,
  50,000,000         5.685%, 8/3/99 .......................           50,329,358
                   Deutsche Bank,
  50,000,000         5.67%, 2/26/99 .......................           49,993,855
                   National Bank Canada, New York:
  17,000,000         5.76%, 6/10/99 .......................           17,061,925
  30,000,000         5.68%, 7/20/99 .......................           29,987,668
  25,000,000         4.81%, 7/23/99 .......................           25,001,769
  25,000,000         4.69%, 10/25/99 ......................           24,992,884
                   Skandinaviska Enskilda Banken:
  50,000,000         5.67%, 2/26/99 .......................           49,993,862
  50,000,000         5.68%, 3/2/99 ........................           49,992,060
  50,000,000         5.72%, 3/5/99 ........................           49,993,491
                   Standard Chartered Bank of New York:
  30,000,000         5.67%, 2/26/99 .......................           29,996,317
  25,000,000         5.68%, 3/5/99 ........................           24,996,744
- --------------------------------------------------------------------------------
Total Certificates of Deposit (cost $522,327,207) .........          522,327,207
- --------------------------------------------------------------------------------
Promissory Notes - 9.2%
                   Goldman Sachs Group, L.P., (same day put)
$300,000,000         5.3432%, 1/19/99 .....................     $    300,000,000
                   Lehman Brothers, Inc., (same day put)
 300,000,000         5.8875%, 4/21/99 .....................          300,000,000
- --------------------------------------------------------------------------------
Total Promissory Notes (cost $600,000,000) ................          600,000,000
- --------------------------------------------------------------------------------
Time Deposit - 0.8%
  49,100,000       Merchantile Bank, N.A.,
                     5.50%, 11/2/98 (cost $49,100,000) ....           49,100,000
- --------------------------------------------------------------------------------
Put Bonds - 0.3%
                   Bedford County, Virgina Industrial
                     Development Authority, Series 95D,
  18,900,000         5.53%, 12/11/98 (cost $18,900,000) ...           18,900,000
- --------------------------------------------------------------------------------
Bank Notes - 4.1%
                   FCC National Bank,
  50,000,000         5.02%, 2/23/99 .......................           50,000,000
                   First Union National Bank,
  30,000,000         5.25%, 9/17/99 .......................           30,000,000
                   Morgan Guaranty Trust Co:
  50,000,000         5.13%, 1/25/99 .......................           50,000,000
  18,000,000         5.75%, 10/8/99 .......................           18,143,927
                   NationsBank Corp:
  50,000,000         5.10%, 1/20/99 .......................           50,000,000
  50,000,000         5.02%, 2/26/99 .......................           50,000,000
                   Toronto Dominion Bank, New York,
  20,000,000         5.71%, 5/24/99 .......................           20,060,334
- --------------------------------------------------------------------------------
Total Bank Notes (cost $268,204,261) ......................          268,204,261
- --------------------------------------------------------------------------------
Repurchase Agreements - 29.3%
 125,000,000       ABN AMRO Securities, Inc.,
                     5.75% dated 10/30/98 maturing 11/2/98             
                     to be repurchased at $125,059,896
                     collateralized by $12,500,000 in
                     California Infrastructure SDG&E-1,
                     6.19%, 9/25/05; $15,235,388 in
                     Capital One Master Trust, 6.31%,
                     6/15/11; $80,000,000 in SLM Student
                     Loan Trust, 5.392286%-5.432286%,
                     7/25/09-10/25/10; $19,853,000 in U.S.
                     Treasury Bill, 4.17%, 1/14/99; with
                     respective values of $12,540,325,
                     $16,008,249, $79,272,604, and
                     $19,679,068 ..........................          125,000,000

See Notes to Schedules of Investments.

22  Janus Income Funds / October 31, 1998
<PAGE>

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Repurchase Agreements - (continued)
$461,000,000       ABN AMRO Securities, Inc.,
                     5.72% dated 10/30/98 maturing                
                     11/2/98, to be repurchased at
                     $461,219,743 collateralized by
                     $230,788,960 in Fannie Mae,
                     0%-13.00%, 11/1/98-9/25/28;
                     $210,747,720 in Freddie Mac,
                     0%-9.00%, 11/9/98-8/15/28; $476,634
                     in Sallie Mae, 4.947%, 11/10/98;
                     $372,494,363 in Government National
                     Mortgage Association, 4.50%-10.50%,
                     6/15/13-9/20/28; $8,594,657 in
                     Federal Farm Credit, 5.63%-8.16%,
                     9/5/00-10/7/09; $34,450,122 in
                     Federal Home Loan Bank System,
                     1.70%-6.135%, 11/6/98-8/21/28;
                     $2,602,419 in Tennessee Valley
                     Authority, 0%, 5/1/13; with
                     respective values of $162,150,628,
                     $161,231,970, $482,253, $266,614,935,
                     $9,437,402, $35,151,731, and $114,181      $    461,000,000
 250,000,000       Barclays Capital, Inc.,
                     5.78% dated 10/30/98, maturing
                     11/2/98 to be repurchased at
                     $250,120,417 collateralized in
                     $5,000,000 in Resolution Trust Corp.,
                     7.00%,10/25/24; $20,000,000 in
                     Residential Funding Mortgage
                     Securities I, 6.50%, 1/25/28;
                     $5,007,850 in Prudential Home
                     Mortgage Securities, 7.033929%,
                     10/25/08; $31,638,000 in Norwest
                     Asset Securities Corp., 6.75%-7.00%,
                     8/25/27-9/25/28; $38,615,477 in
                     Countrywide Home Loans, 6.75%,
                     8/25/28; $1,220,000 in Standard
                     Credit Card Master Trust, 5.95%-
                     8.25%,11/7/03-10/7/04; $1,000,000 in
                     Sears Credit Account Master Trust,
                     7.00%, 10/15/04; $500,000 in Prime
                     Credit Card Master Trust, 6.75%,
                     11/15/05; $6,000,000 in Premier Auto
                     Trust, 5.82%-6.25%, 12/5/00-8/6/01;
                     $5,000,000 in Navistar Financial
                     Corp. Owner Trust, 5.94%, 11/15/04;
                     $6,475,000 in Nationsbank Credit Card
                     Master Trust, 6.00%-6.45%,
                     4/15/03-12/15/05; $1,000,000 in
                     Mellon Bank Home Equity Loan Trust,
                     5.59859%, 4/15/26; $10,708,998 in
                     MBNA Master Credit Card Trust,
                     5.80%-6.60%, 11/15/02-1/15/07;
                     $1,950,000 in Loop Funding Master
                     Trust I, 5.8675%, 12/26/06;
                     $20,000,000 in HFC Revolving Home
                     Equity Loan Trust, 5.45688%, 9/20/14;
                     $34,914,000 in General Motors
                     Acceptance Corp., 7.15%, 3/15/00;
                     $1,050,000 in Ford Credit Auto Loan
                     Master Trust, 5.50%, 2/15/03;
                     $550,000 in Fleetwood Credit Corp.
                     Grantor Trust, 6.40%, 5/15/13;
                     $2,450,000 in First USA Credit Card
                     Master Trust, 5.60016%-6.42%,
                     3/17/05-4/10/09; $17,250,000 in First
                     Chicago Master Trust II, 5.6386%,
                     2/15/04; $894,000 in Discover Card
                     Master Trust I, 6.20%- 6.55%,
                     2/18/03-5/16/06; $1,250,000 in
                     Deutsche Floorplan Receivables Master
                     Trust, 5.43266%, 10/15/01; $1,000,000
                     in Daimler-Benz Auto Grantor Trust,
                     5.85%, 5/15/02; $4,400,000 in
                     Citibank Credit Card Master Trust I,
                     5.75%-5.85%, 1/15/03-2/7/05;
                     $3,380,000 in Case Equipment Loan
                     Trust, 5.74%-5.83%, 8/15/02-2/15/05;
                     $2,360,000 in BankBoston RV Asset
                     Backed Trust, 6.44%, 1/15/07;
                     $5,000,000 in American Express Master
                     Trust, 5.375%, 7/15/01; $120,000 in
                     American Express Credit Account
                     Master Trust, 6.40%, 4/15/05;
                     $5,447,206 in Fannie Mae, 6.00%-
                     7.00%, 3/25/22-11/1/28; $78,743,898
                     in Freddie Mac, 6.00%-7.50%,
                     1/15/07-8/1/28; with the respective
                     values $2,765,163, $16,526,290,
                     $5,002,842, $31,722,662, $36,352,001,
                     $1,229,028, $1,020,744, $515,288,
                     $6,064,374, $4,373,448, $6,468,940,
                     $665,023, $10,979,169, $1,950,000,
                     $4,716,793, $2,120,985, $1,060,637,
                     $411,606, $2,521,921, $17,239,495,
                     $900,369, $1,250,250, $121,710,
                     $4,416,212, $3,420,222, $2,413,855,
                     $4,939,270, $122,167, $5,837,641, and
                     $77,872,739 ..........................     $    250,000,000
$ 50,000,000       BT Alex Brown, Inc.,
                     5.85% dated 10/30/98, maturing
                     11/2/98 to be repurchased at
                     $50,024,375, collateralized by
                     $30,000,000 in Siebe PLC, 5.14%,
                     12/11/98; $22,010,000 in BAA PLC,
                     5.11%, 2/9/99; with respective values
                     of $29,820,100, and $21,911,432 ......           50,000,000
 200,000,000       Chase Manhattan Bank USA, N.A.,
                     5.70% dated 10/30/98, maturing
                     11/2/98 to be repurchased at
                     $200,095,000, collateralized by
                     $67,672,000 in Premium Finance,
                     5.25%, 11/5/98; $37,315,000 in TRW,
                     Inc., 5.11%, 12/28/98; $35,675,000 in
                     AC Acquisition HD, 5.05%, 2/5/99;
                     $30,150,000 in National Rural, 0%,
                     2/11/99; $30,000,000 in American Home
                     Products, 5.05%, 2/5/99; $10,900,000
                     in Citizen Utilities, 5.28%,
                     11/20/98; with the respective values
                     of $67,613,626, $37,006,255,
                     $35,195,124, $29,721,321,
                     $29,596,460, and $10,867,606 .........          200,000,000

See Notes to Schedules of Investments.

                                       Janus Income Funds / October 31, 1998  23
<PAGE>

Janus | Money Market Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Repurchase Agreements - (continued)
$150,000,000       Deutsche Morgan Grenfell, Inc.,
                     5.78% dated 10/30/98, maturing               
                     11/2/98 to be repurchased at
                     $150,072,250, collateralized by
                     $153,768,845 in Newport Funding Co.,
                     0%, 1/28/99; with a value of
                     $153,000,001 .........................     $    150,000,000
 675,000,000       Salomon Smith Barney, Inc.,
                     5.78% dated 10/30/98, maturing
                     11/2/98 to be repurchased at
                     $675,325,125, collateralized by
                     $11,520,580 in Fannie Mae, 5.50% -
                     10.00%, 7/1/99-11/1/28; $936,465,169
                     in Freddie Mac, 0%-10.00%,
                     3/1/01-10/1/28; with the respective
                     values of $4,042,255 and $685,428,710           675,000,000
- --------------------------------------------------------------------------------
Total Repurchase Agreements (cost $1,911,000,000) .........        1,911,000,000
- --------------------------------------------------------------------------------
Total Investments (total cost $6,672,768,742) - 102.5% ....        6,672,768,742
- --------------------------------------------------------------------------------
Liabilities, net of Cash, Receivables and Other Assets - (2.5%)    (164,316,785)
- --------------------------------------------------------------------------------
Net Assets - 100% .........................................     $  6,508,451,957
- --------------------------------------------------------------------------------

See Notes to Schedules of Investments.

24  Janus Income Funds / October 31, 1998
<PAGE>

                                            Janus | Government Money Market Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Short-Term Corporate Notes - 8.4%
                   New Hampshire Higher Education Loan
$ 17,738,000         (SLMA), 5.20%, 11/18/98 ..............     $     17,694,443
                   Private Export Funding Corp. (SLMA):
  30,000,000         5.48%, 11/20/98 ......................           29,274,600
   7,000,000         4.85%, 4/23/99 .......................            6,836,851
  33,485,000         4.68%, 5/6/99 ........................           33,388,154
- --------------------------------------------------------------------------------
Total Short-Term Corporate Notes
  (amortized cost $87,194,048) ............................           87,194,048
- --------------------------------------------------------------------------------
U.S. Government Agency Discount Notes - 12.4%
                   Fannie Mae:
  10,000,000         5.37%, 1/15/99 .......................            9,888,125
   2,000,000         5.35%, 2/22/99 .......................            1,966,414
  10,000,000         4.915%, 3/18/99 ......................            9,812,957
  10,000,000         4.85%, 4/1/99 ........................            9,796,570
  10,000,000         4.88%, 4/2/99 ........................            9,793,956
   1,600,000         4.92%, 4/5/99 ........................            1,566,107
   5,000,000         4.43%, 5/14/99 .......................            4,880,636
   5,089,000         4.68%, 5/26/99 .......................            4,952,717
     926,000         4.85%, 6/4/99 ........................              899,178
   5,000,000         4.58%, 6/30/99 .......................            4,846,697
  10,000,000         5.265%, 7/16/99 ......................            9,624,138
   5,000,000         4.48%, 9/29/99 .......................            4,793,422
                   Federal Farm Credit Bank
  10,000,000         5.23%, 7/9/99 ........................            9,636,806
                   Federal Home Loan Bank System:
   5,000,000         4.96%, 1/22/99 .......................            4,943,511
   6,000,000         5.26%, 3/1/99 ........................            5,894,533
   2,770,000         5.24%, 3/12/99 .......................            2,717,182
   1,635,000         4.77%, 4/14/99 .......................            1,599,471
   1,625,000         4.75%, 4/28/99 .......................            1,586,835
  10,000,000         5.03%, 10/29/99 ......................           10,000,000
                   Freddie Mac:
   1,500,000         5.45%, 1/6/99 ........................            1,486,745
   3,383,000         4.80%, 1/8/99 ........................            3,352,328
   5,000,000         5.16%, 2/5/99 ........................            4,931,200
  10,000,000         4.90%, 3/8/99 ........................            9,827,139
- --------------------------------------------------------------------------------
Total U.S. Government Agency Discount Notes
  (amortized cost $128,796,667) ...........................          128,796,667
- --------------------------------------------------------------------------------
U.S. Government Agency Medium Term Notes - 0.4%
   4,000,000       Fannie Mae, 7.00%,
                     medium term notes, 11/13/98
                     (amortized cost $4,002,111) ..........            4,002,111
- --------------------------------------------------------------------------------
U.S. Government Agency Variable Notes - 13.5%
                   Fannie Mae:
$  3,000,000         4.67%, 11/9/98 .......................     $      2,999,981
   5,000,000         5.04%, 1/6/99 ........................            4,999,470
  10,000,000         5.4575%, 2/19/99 .....................            9,996,453
  10,000,000         4.57%, 3/16/99 .......................            9,998,151
  50,000,000         5.0048%, 7/28/99 .....................           49,958,729
  10,000,000         5.32%, 9/17/99 .......................            9,994,740
                   Federal Farm Credit Bank
  10,000,000         4.98%, 6/22/99 .......................            9,994,382
                   Federal Home Loan Bank System:
   3,000,000         4.62%, 12/24/98 ......................            2,999,782
   5,000,000         4.53%, 3/11/99 .......................            4,997,366
   4,000,000         4.605%, 3/26/99 ......................            3,999,285
   5,000,000         4.64%, 4/9/99 ........................            4,998,911
  10,000,000         4.61%, 8/12/99 .......................            9,995,432
                   Freddie Mac
  15,000,000         5.165%, 5/4/99 .......................           14,991,833
- --------------------------------------------------------------------------------
Total U.S. Government Agency Variable Notes
  (amortized cost $139,924,515) ...........................          139,924,515
- --------------------------------------------------------------------------------
U.S. Government Guarantee Notes and Loans - 17.9%
                   Army and Air Force Exchange:
  30,000,000         5.12%, 11/10/98 ......................           30,000,000
  12,000,000         5.70%, 5/21/99 + .....................           12,000,000
                   Malev Hungarian Airlines
  41,923,946         5.07%, 11/4/98 .......................           41,923,946
                   Washington Aircraft Hire
 101,852,834         5.07%, 11/4/98 .......................          101,852,834
- --------------------------------------------------------------------------------
Total U.S. Government Guarantee Notes and Loans
  (cost $185,776,780) .....................................          185,776,780
- --------------------------------------------------------------------------------
Repurchase Agreements - 47.6%
  75,000,000       ABN AMRO Securities, Inc., 5.625%
                     dated 10/30/98, maturing 11/2/98, to         
                     be repurchased at $75,035,156,
                     collateralized by $132,157,386 in
                     Fannie Mae, 5.00%-14.00%,
                     9/1/04-4/1/30; $50,872,448 in Freddie
                     Mac, 5.95%-8.349%, 1/1/09-2/1/37,
                     with respective values of $57,329,020
                     and $19,171,280 ......................           75,000,000
  18,200,000       ABN AMRO Securities, Inc., 5.72%
                     dated 10/30/98, maturing 11/2/28, to         
                     be repurchased at $18,208,675
                     collateralized by $9,111,408 in
                     Fannie Mae, 0%-13.00%,
                     11/1/98-9/25/28; $8,320,192 in
                     Freddie Mac, 0%-9.00%, 11/9/98-
                     8/15/28; $18,817 in Sallie Mae,
                     4.947%, 11/10/98; $14,705,851 in
                     Government National Mortgage
                     Association, 4.50%- 10.50%,
                     6/15/13-9/20/28; $372,583 in Federal
                     Farm Credit Bank 5.363%-8.16%,
                     9/5/00-10/7/09; $1,360,070 in Federal
                     Home Loan Bank System, 1.70%-6.135%,
                     11/6/98-8/21/28; $102,742 in
                     Tennessee Valley Authority, 0%,
                     5/1/13; with respective values of
                     $6,401,608, $6,365,340, $19,039,
                     $10,525,796, $372,583, $1,387,769 and
                     $4,508 ...............................           18,200,000

See Notes to Schedules of Investments.

                                       Janus Income Funds / October 31, 1998  25
<PAGE>

Janus | Government Money Market Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Repurchase Agreements - (continued)
$250,000,000       CS First Boston, Inc., 5.7375%
                     dated 10/30/98, maturing 11/2/98, to         
                     be repurchased at $250,119,531,
                     collateralized by $204,329,468 in
                     Federal Home Loan Mortgage Corp.,
                     5.50%-8.50%, 3/1/08-10/1/28;
                     $17,337,000 in Freddie Mac, 0%,
                     8/1/24 and 4/1/24; $50,296,699 in
                     Fannie Mae, 0%-9.50%, 7/1/08-9/1/28;
                     with respective values of
                     $204,006,888, $12,875,964 and
                     $39,734,496 ..........................     $    250,000,000
  25,100,000       JP Morgan Securities, Inc., 5.15%
                     dated 10/30/98, maturing 11/2/98, to              
                     be repurchased at $25,110,772,
                     collateralized by $25,602,000 in
                     Government National Mortgage
                     Association, 8.00%, 6/15/25-7/15/28;
                     with a value of $25,602,002 ..........           25,100,000
 125,000,000       Salomon Smith Barney, Inc., 5.78%
                     dated 10/30/98, maturing 11/2/98, to         
                     be repurchased at $125,060,208,
                     collateralized by $188,606,054, in
                     Fannie Mae, 5.50%-9.50%,
                     4/1/99-10/1/28; $93,912,492 in
                     Freddie Mac, 6.125%-9.50%, 12/1/99-
                     10/1/28; with respective values of
                     $103,855,897 and $24,319,669 .........          125,000,000
- --------------------------------------------------------------------------------
Total Repurchase Agreements (cost $493,300,000) ...........          493,300,000
- --------------------------------------------------------------------------------
Total Investments (total cost $1,038,994,121) - 100.2% ....        1,038,994,121
- --------------------------------------------------------------------------------
Liabilities, net of Cash, Receivables and Other Assets - (0.2%)      (2,315,559)
- --------------------------------------------------------------------------------
Net Assets - 100%  ........................................     $  1,036,678,562
- --------------------------------------------------------------------------------

See Notes to Schedules of Investments.

26  Janus Income Funds / October 31, 1998
<PAGE>

                                            Janus | Tax-Exempt Money Market Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Municipal Securities - 101.1%
Alabama - 2.4%
$  1,100,000       Athens Industrial Development Board
                     Revenue, (Coilplus Income Project),
                     Variable Rate, 4.10%, 9/1/99 .........     $      1,100,000
   2,900,000       North Alabama Environmental Impact
                     Authority Pollution Control Revenue,
                     (Reynolds Metals), Variable Rate,
                     3.65%, 12/1/00 .......................            2,900,000

                                                                       4,000,000

Arizona - 3.8%
   1,000,000       Pinal County Industrial Development
                     Authority Hospital Revenue, (Casa
                     Grande Regional Medical Center),
                     Variable Rate, 3.30%, 12/1/22 ........            1,000,000
   5,237,000       Tucson Industrial Development Authority
                     Multifamily Revenue, (Freedom Park
                     Apartments Project), Variable Rate,
                     4.30%, 12/1/07 .......................            5,237,000

                                                                       6,237,000

California - 4.6%
   1,000,000       California Higher Education Loan
                     Authority, Inc. Student Loan Revenue
                     Refunding Bonds, Series A, 3.80%,
                     5/1/99 ...............................            1,000,000
   2,900,000       Hayward Housing Authority Multifamily
                     Revenue, (Huntwood Terrace
                     Apartments), Variable Rate, 4.45%,
                     3/1/27 ...............................            2,900,000
   1,100,000       Los Angeles Regional Airports Improvement
                     Corp. Lease Revenue, (American
                     Airlines - Los Angeles International),
                     Series F, Variable Rate, 3.65%, 12/1/24           1,100,000
   2,500,000       Sacramento County Multifamily Housing
                     Revenue, Series A, Variable Rate,
                     4.50%, 4/15/07 .......................            2,500,000

                                                                       7,500,000

Colorado - 9.6%
   1,100,000       Arapahoe County Multifamily Revenue,
                     (Stratford Station Project), Variable Rate,
                     4.40%, 11/1/17 .......................            1,100,000
   3,000,000       Boulder County Revenue, (National
                     Atmospheric Research Project), 8.25%,
                     12/1/98 ..............................            3,040,045
   6,090,000       Denver City and County Multifamily
                     Housing Revenue, (Ogden Residences
                     Project), Variable Rate, 3.80%, 12/1/09           6,090,000
                   Dove Valley Metropolitan District,
                     Arapahoe County, Series B:
   1,000,000         4.05%, 11/1/98 .......................            1,000,000
   1,000,000         3.375%, 11/1/25 ......................            1,000,000
                   Interstate South Metropolitan District
                     Series B:
   1,000,000         4.05%, 11/1/98 .......................            1,000,000
   1,000,000         3.375%, 11/1/14 ......................            1,000,000
   1,555,000       Stapleton Business Center
                     Metropolitan District 3.65%, 12/1/98 .            1,555,000

                                                                      15,785,045

Georgia - 1.4%
                   Burke County Development Authority
                     Pollution Control Revenue, (Georgia
                     Power Co.- Vogtle Plant), Variable Rate:
$    900,000         Second Series, 3.70%, 7/1/24 .........     $        900,000
   1,350,000         Fourth Series, 3.70%, 9/1/25 .........            1,350,000

                                                                       2,250,000

Illinois - 6.3%
   1,000,000       Hoffman Estates Park District, 3.90%,
                     12/1/98 ..............................            1,000,000
   1,975,000       Lombard Multifamily Housing, (Clover
                     Creek Apartments Project), 4.00%,
                     12/15/98 .............................            1,975,000
   2,400,000       Northlake Economic Development
`                    Revenue, (Dominick's Food), Subseries B,
                     Variable Rate, 3.50%, 1/1/02 .........            2,400,000
     900,000       Sauget Pollution Control Revenue,
                     (Monsanto Co. Project), Variable Rate,
                     3.20%, 5/1/28 ........................              900,000
   4,000,000       Wood Dale Industrial Development
                     Revenue, (Nippon Express USA, Inc.
                     Project), Variable Rate, 4.20%, 6/1/00            4,000,000

                                                                      10,275,000

Iowa - 2.0%
   3,300,000       Muscatine County Pollution Control
                     Revenue, (Monsanto Co. Project),
                     Variable Rate, 3.20%, 10/1/07 ........            3,300,000

Kansas - 2.7%
   1,045,000       Shawnee Industrial Revenue, (Shawnee
                     Village Association), Variable Rate,
                     3.15%, 12/1/09 .......................            1,045,000
   3,400,000       Wichita Revenue, (CSJ Health Systems),
                     XXV, Variable Rate, 4.20%, 10/1/11 ...            3,400,000

                                                                       4,445,000

Louisiana - 1.0%
   1,600,000       Louisiana Public Facilities Authority
                     Multifamily Housing Revenue Refunding,
                     (River View), Variable Rate, 3.80%,
                     7/1/27 ...............................            1,600,000

Michigan - 1.3%
   1,095,000       Huron Valley School District Refunding,
                     4.50%, 5/1/99 ........................            1,095,000
   1,000,000       Kalamazoo School District State Aid Notes,
                     Series C, 3.75%, 9/16/99 .............            1,002,953

                                                                       2,097,953

See Notes to Schedules of Investments.

                                       Janus Income Funds / October 31, 1998  27
<PAGE>

Janus | Tax-Exempt Money Market Fund

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Minnesota - 5.9%
$  4,100,000       Golden Valley Industrial Development
                     Revenue, (Unicare Homes, Inc. Project),
                     Variable Rate, 3.30%, 9/1/14 .........     $      4,100,000
     600,000       New Brighton Industrial Development
                     Revenue, (Unicare Homes, Inc. Project),
                     Variable Rate, 3.30%, 12/1/14 ........              600,000
   3,925,000       Northern Municipal Power Agency
                     Electric System Revenue Refunding,
                     (Pre-refunded in U.S. Government
                     Securities to January 1, 1999), Series A,
                     7.25%, 1/1/99 ........................            4,027,765
     900,000       Robbinsdale Industrial Development
                     Revenue, (Unicare Homes, Inc. Project),
                     Variable Rate, 3.30%, 10/1/14 ........              900,000

                                                                       9,627,765

Mississippi - 1.8%
                   Mississippi State Board of Trustees of
                     Institutions of Higher Learning, Series A:
     890,000         3.95%, 11/15/98 ......................              890,000
     925,000         3.90%, 4/1/99+ .......................              925,000
   1,095,000         3.75%, 7/15/99+ ......................            1,095,000

                                                                       2,910,000

Missouri - 6.8%
   5,000,000       Jackson County Industrial Development
                     Recreational Facilities Revenue, (YMCA
                     of Greater Kansas City Project), Series A,
                     Variable Rate, 3.80%, 11/1/16 ........            5,000,000
     780,000       Kansas City Certificates of Participation,
                     3.60%, 9/24/99+ ......................              780,000
                   Missouri State Environmental
                     Improvement and Energy Resources
                     Authority Pollution Control Refunding,
                     (Union Electric Co.):
   1,000,000         Series A, 3.75%, 6/1/14 ..............            1,000,000
   1,025,000         Series B, 3.75%, 6/1/14 ..............            1,025,000
     300,000       Missouri State Environmental
                     Improvement and Energy Resources
                     Authority Pollution Control Refunding
                     Revenue, (Monsanto Co. Project),
                     Variable Rate, 3.15%, 9/2/23 .........              300,000
   3,000,000       Missouri State Health and Educational
                     Facilities Authority Revenue, (St. Louis
                     University Project), Variable Rate,
                     3.80%, 12/1/05 .......................            3,000,000

                                                                      11,105,000

Nebraska - 1.0%
   1,670,000       Grand Island Electric Revenue Refunding,
                     (Escrowed to maturity in U.S.
                     Government SLGS), 6.00%, 9/1/99 ......            1,706,584

New York - 8.2%
$  5,300,000       New York State Dormitory Authority
                     Revenue, (St. Francis Center at the
                     Knolls), Variable Rate, 3.75%, 7/1/23      $      5,300,000
   8,100,000       New York State Housing Finance Agency
                     Service Contract Obligation Revenue,
                     Series A, Variable Rate, 2.85%, 3/15/08           8,100,000

                                                                      13,400,000

North Carolina - 2.4%
     500,000       Cumberland County Industrial Facilities
                     and Pollution Control Financing
                     Authority Revenue, (Monsanto Co.
                     Project), Variable Rate, 3.05%, 10/1/14             500,000
   3,500,000       Wake County Industrial Facilities and
                     Pollution Control Financing Authority
                     Revenue, (Carolina Power and Light Co.),
                     Series B, Variable Rate, 3.00%, 9/1/15            3,500,000

                                                                       4,000,000

Ohio - 6.0%
   1,000,000       Champaign County Industrial
                     Development Revenue Variable/Fixed
                     Refunding, (Allied Signal Project), 
                     Variable Rate, 3.45%, 11/1/07 ........            1,000,000
   2,000,000       Clinton County Hospital Revenue,
                     (Ohio Hospital Capital, Inc.), Variable
                     Rate, 3.25%, 6/1/28 ..................            2,000,000
   5,200,000       Cuyahoga County Hospital Revenue,
                     (University Hospitals - Cleveland),
                     Variable Rate, 4.05%, 1/1/16 .........            5,200,000
   1,700,000       Hamilton County Health Systems Revenue, 
                     (Franciscan Sisters of the Poor), Series A,
                     Variable Rate, 4.05%, 3/1/17 .........            1,700,000

                                                                       9,900,000

Oklahoma - 2.2%
     800,000       Oklahoma City Industrial and Cultural
                     Facilities Trust Revenue, (Oklahoma
                     Christian College), Variable Rate,
                     4.35%, 7/1/15 ........................              800,000
   2,840,000       Tulsa County Home Financing Authority
                     Multifamily Housing Revenue,
                     (Greenbriar Project), Series B, Variable
                     Rate, 3.30%, 3/15/05 .................            2,840,000

                                                                       3,640,000

See Notes to Schedules of Investments.

28  Janus Income Funds / October 31, 1998
<PAGE>

Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------
Pennsylvania       - 11.2%
$  1,000,000       Allegheny County Hospital Development
                     Authority Revenue, (South Hills Health
                     System), 4.25%, 4/1/99 ...............     $      1,001,992
   1,180,000       Blair County Hospital Authority Hospital
                     Revenue,  (Altoona Hospital Project),
                     Variable Rate, 3.75%, 7/1/99 .........            1,180,000
   5,800,000       Dauphin County General Authority,
                     (Allied Health Pooled Financing
                     Program), Series B, Variable Rate,
                     3.25%, 10/1/27 .......................            5,800,000
   1,500,000       Dauphin County General Authority
                     Hospital Revenue, Variable Rate,
                     3.25%, 10/1/27 .......................            1,500,000
   1,545,000       Erie County Hospital Authority Revenue,
                     (Hamot Health Foundation), Series A,
                     4.00%, 5/15/99 .......................            1,546,653
   1,200,000       Pennsylvania State General Obligation
                     Unlimited Tax Bonds, Second Series,
                     5.07%, 10/15/99 ......................            1,218,372
   2,900,000       Pennsylvania State Higher Educational
                     Facilities Authority Revenue, (Carlow
                     College), Series B1, 2.95%, 11/1/99 ..            2,900,000
   1,000,000       Pennsylvania State Higher Educational
                     Facilities Authority Revenue,
                     (CICU Financing Program), 
                     Series B1, 4.50%, 11/1/98 ............            1,000,011
   1,000,000       Somerset County Hospital Authority
                     Revenue, (Somerset County Hospital
                     Project), Series A, 3.625%, 3/1/99 ...            1,000,000
   1,300,000       Venango Industrial Development Authority
                     (Pennzoil Co. Project), Variable Rate,
                     3.25%, 12/1/12 .......................            1,300,000

                                                                      18,447,028

South Carolina - 4.4%
   4,500,000       Piedmont Municipal Power Agency
                     Electric Revenue Refunding, Series A,
                     Variable Rate, 3.15%, 1/1/24 .........            4,500,000
   2,790,000       South Carolina Jobs Economic
                     Development Authority Revenue,
                     (St. Francis Hospital), Variable Rate,
                     3.65%, 7/1/22 ........................            2,790,000

                                                                       7,290,000

Tennessee - 3.5%
     200,000       Hamilton County Industrial Development
                     Revenue, (Komatsu America
                     Manufacturing Project), Variable Rate,
                     4.20%, 11/1/05 .......................              200,000
   5,500,000       Metropolitan Government of Nashville
                     and Davidson County, Airport Authority
                     Special Facilities Revenue, (American
                     Airlines Project), Series B, Variable Rate,
                     3.15%, 9/1/10 ........................            5,500,000

                                                                       5,700,000

Texas - 3.7%
$  1,100,000       Harris County Health Facilities
                     Development Corp. Revenue, (St.
                     Lukes Episcopal Hospital), Series B,
                     Variable Rate, 3.65%, 2/15/27 ........     $      1,100,000
     500,000       Lone Star Airport Improvement Authority,
                     Series B-8, Variable Rate, 3.65%, 12/1/14           500,000
   1,075,000       Longview Refunding and Improvement,
                     4.00%, 6/1/99 ........................            1,076,199
     200,000       Metropolitan Higher Education Authority,
                     (University of Dallas Project), Variable
                     Rate, 4.35%, 12/1/04 .................              200,000
   3,200,000       North Central Health Facilities
                     Development Revenue, (Presbyterian
                     Medical Center), Series D, Variable Rate,
                     3.65%, 12/1/15 .......................            3,200,000

                                                                       6,076,199

Washington - 3.5%
   1,500,000       Washington St. Health Care Facilities
                     Authority Revenue Refunding,
                     (Veterans Administration - Mason
                     Medical Center), Series B, Variable Rate,
                     3.65%, 2/15/27 .......................            1,500,000
   1,600,000       Washington State Housing Finance
                     Commission - Non-profit Housing
                     Revenue, (Emerald Heights Project),
                     Variable Rate, 3.70%, 1/1/21 .........            1,600,000
   2,550,000       Washington State Public Power Supply
                     System Nuclear Project No.1
                     Refunding Revenue, 7.15%, 7/1/99 .....            2,663,683

                                                                       5,763,683

Wisconsin - 4.5%
   3,000,000       Brown Deer School District Tax and
                     Revenue Anticipation Promissory Notes,
                     3.60%, 10/28/99 ......................            3,005,697
   2,000,000       Mukwonago School District Tax and
                     Revenue Anticipation Promissory Notes,
                     3.98%, 8/27/99 .......................            2,003,627
   2,295,000       Ripon School District Bond Anticipation
                     Notes, 4.70%, 9/1/99 .................            2,314,449

                                                                       7,323,773

Wyoming - 0.9%
   1,500,000       Campbell County School District No.1,
                     (Gillette), Tax Anticipation Warrants,
                     4.00%, 6/25/99 .......................            1,501,864
- --------------------------------------------------------------------------------
Total Investments (total cost $165,881,894) - 101.1% ......          165,881,894
- --------------------------------------------------------------------------------
Liabilities, net of Cash, Receivables and Other Assets - (1.1%)      (1,855,532)
- --------------------------------------------------------------------------------
Net Assets - 100% .........................................     $    164,026,362
- --------------------------------------------------------------------------------

See Notes to Schedules of Investments.

                                       Janus Income Funds / October 31, 1998  29
<PAGE>

Statements of | Operations - Bond Funds

<TABLE>
<CAPTION>
                                                                                            Janus          Janus
                                                              Janus          Janus         Federal       Short-Term
For the fiscal year ended October 31, 1998               Flexible Income   High-Yield     Tax-Exempt        Bond
(all numbers in thousands)                                     Fund           Fund           Fund           Fund
- ------------------------------------------------------------------------------------------------------------------
Investment Income:
<S>                                                          <C>            <C>            <C>            <C>     
  Interest                                                   $ 65,763       $ 33,298       $  4,012       $  5,879
  Dividends                                                     1,177            252             --             --

                                                               66,940         33,550          4,012          5,879

Expenses:
  Advisory fees                                                 5,211          2,773            445            582
  Transfer agent fees and expenses                              1,767            729            163            204
  Registration fees                                               178             90             47             67
  Postage and mailing expenses                                    110             35             11             18
  Custodian fees                                                  103             68             32             33
  Printing expenses                                               105             49             14             23
  Audit fees                                                       26             11              4              7
  Trustees' fees and expenses                                      13              4              5              2
  Other expenses                                                   32             24             14             14

Total Expenses                                                  7,545          3,783            735            950

Expense and Fee Offsets                                         (230)          (121)           (17)           (14)

Net Expenses                                                    7,315          3,662            718            936

Less: Excess Expense Reimbursement                                 --             --          (236)          (354)

Net Expenses after Expense Reimbursement                        7,315          3,662            482            582

Net Investment Income                                          59,625         29,888          3,530          5,297

Net Realized and Unrealized Gain/(Loss) on Investments:
  Net realized gain/(loss) from securities transactions        11,925          (885)          1,016            496
  Net realized gain/(loss) from foreign currency                   69          (149)             --             --
  Net realized gain/(loss) from futures
    and/or options contracts                                    1,203             --           (71)           (95)
  Change in net unrealized appreciation
    or depreciation of investments                            (8,610)       (28,168)            701           (14)

Net Gain/(Loss) on Investments                                  4,587       (29,202)          1,646            387

Net Increase in Net Assets Resulting from Operations         $ 64,212       $    686       $  5,176       $  5,684
</TABLE>

See Notes to Financial Statements.

30  Janus Income Funds / October 31, 1998
<PAGE>

                               Statements of | Assets & Liabilities - Bond Funds

<TABLE>
<CAPTION>
                                                                              Janus           Janus
As of October 31, 1998                        Janus           Janus          Federal        Short-Term
(all numbers in thousands except         Flexible Income    High-Yield      Tax-Exempt         Bond
net asset value per share)                     Fund            Fund            Fund            Fund
- ------------------------------------------------------------------------------------------------------
Assets:
<S>                                         <C>             <C>             <C>             <C>       
Investments at cost                         $1,102,565      $  292,300      $   91,775      $  138,098

Investments at value                        $1,118,112      $  270,339      $   93,941      $  138,931

  Cash                                             211             363             140              39
  Receivables:
    Investments sold                             1,047           1,767           2,066              --
    Fund shares sold                             3,485           5,820             989             549
    Dividends                                       --               8              --              --
    Interest                                    20,081           6,351           1,735           2,502
    Due from advisor                                --              --              21              54
  Other assets                                       6               2              --               2
  Variation Margin - Futures contract               --              --              --              69

Total Assets                                 1,142,942         284,650          98,892         142,146

Liabilities:
  Payables:
    Investments purchased                       34,947          15,067           6,924              --
    Fund shares repurchased                      2,500             903             205           1,089
    Dividends                                      483             230              45              13
    Advisory fee                                   539             172              46              79
    Transfer agent fee                             180              42              16              25
  Accrued expenses                                 195              19              27              34
  Variation margin - futures contracts              --              --               4              --
  Forward currency contracts                       507              --              --              --

Total Liabilities                               39,351          16,433           7,267           1,240

Net Assets                                  $1,103,591      $  268,217      $   91,625      $  140,906
Shares Outstanding, $0.01 Par Value
  (unlimited shares authorized)                111,320          26,156          12,595          48,497

Net Asset Value Per Share                   $     9.91      $    10.25      $     7.27      $     2.91
</TABLE>

See Notes to Financial Statements.

                                       Janus Income Funds / October 31, 1998  31
<PAGE>

Statements of | Changes in Net Assets - Bond Funds

<TABLE>
<CAPTION>
                                                       Janus                   Janus               Janus               Janus
                                                  Flexible Income            High-Yield      Federal Tax-Exempt   Short-Term Bond
For the fiscal year ended October 31                    Fund                    Fund                Fund                Fund
(all numbers in thousands)                        1998        1997        1998       1997      1998      1997      1998      1997
- -----------------------------------------------------------------------------------------------------------------------------------
Operations:
<S>                                            <C>         <C>         <C>         <C>       <C>       <C>       <C>       <C>     
  Net investment income                        $   59,625  $   46,577  $   29,888  $ 22,505  $  3,530  $  2,680  $  5,297  $  2,920
  Net realized gain/loss from
    investment transactions                        13,197      14,875     (1,034)    16,424       945       198       401       407
  Change in unrealized net appreciation or
    depreciation of investments                   (8,610)      11,115    (28,168)     2,641       701     1,009      (14)       128

Net Increase in Net Assets 
  Resulting from Operations                        64,212      72,567         686    41,570     5,176     3,887     5,684     3,455

Dividends and Distributions to Shareholders:
  Net investment income*                         (59,616)    (46,546)    (29,888)  (22,392)   (3,530)   (2,680)   (5,297)   (2,920)
  Net realized gain from
    investment transactions                      (15,666)     (1,192)    (16,609)   (2,396)        --        --        --        --

Net Decrease from Dividends and Distributions    (75,282)    (47,738)    (46,497)  (24,788)   (3,530)   (2,680)   (5,297)   (2,920)

Capital Share Transactions:
  Shares sold                                     693,045     350,811     498,190   446,508    72,196    45,594   174,846    60,336
  Reinvested dividends and distributions           65,588      40,664      40,580    22,048     2,930     2,247     4,807     2,720
  Shares repurchased                            (371,073)   (292,858)   (526,164)  394,849)  (47,202)  (31,851)  (97,042)  (46,467)

Net Increase from Capital Share Transactions      387,560      98,617      12,606    73,707    27,924    15,990    82,611    16,589

Net Increase/(Decrease) in Net Assets             376,490     123,446    (33,205)    90,489    29,570    17,197    82,998    17,124
Net Assets:
  Beginning of period                             727,101     603,655     301,422   210,933    62,055    44,858    57,908    40,784

End of period                                  $1,103,591  $  727,101  $  268,217  $301,422  $ 91,625  $ 62,055  $140,906  $ 57,908

Net Assets Consist of:
  Capital (par value and paid-in surplus)*     $1,075,251  $  687,691  $  291,286  $278,679  $ 89,965  $ 62,041  $142,939  $ 60,328
  Undistributed net investment income/(loss)*         708         610         (6)       142        --        --         1         1
  Undistributed net realized gain/(loss)
    from investments*                              12,577      15,135     (1,101)    16,395     (506)   (1,451)   (2,428)   (2,829)
  Unrealized appreciation/(depreciation)
    of investments                                 15,055      23,665    (21,962)     6,206     2,166     1,465       394       408
                                               $1,103,591  $  727,101  $  268,217  $301,422  $ 91,625  $ 62,055  $140,906  $ 57,908

Transactions in Fund Shares:
  Shares sold                                      69,152      36,058      43,131    39,057     9,960     6,489    60,319    20,891
  Reinvested distributions                          6,575       4,173       3,557     1,928       405       320     1,658       942

Total                                              75,727      40,231      46,688    40,985    10,365     6,809    61,977    21,833

  Shares Repurchased                             (37,113)    (30,105)    (46,003)  (34,479)   (6,525)   (4,535)  (33,460)  (16,092)

Net Increase in Fund Shares                        38,614      10,126         685     6,506     3,840     2,274    28,517     5,741

  Shares Outstanding Beginning of Period           72,706      62,580      25,471    18,965     8,755     6,481    19,980    14,239

Shares Outstanding End of Period                  111,320      72,706      26,156    25,471    12,595     8,755    48,497    19,980

Purchases and Sales of Investment Securities:
  (excluding short-term securities)
    Purchases of securities                    $1,189,828  $1,015,048  $1,125,306  $990,668  $161,215  $160,242  $ 99,607  $ 57,906
    Proceeds from sales of securities           1,005,118     976,235   1,151,400   931,662   131,902   150,332    40,081    48,107
    Purchases of long-term 
      U.S. government obligations                 367,064     302,415      41,042    24,923    25,207    10,028    64,672    17,687
    Proceeds from sales of long-term U.S. 
      government obligations                      210,399     260,655      36,070    25,205    28,292     7,045    43,995    10,416
</TABLE>

*See Note 3 in Notes to Financial Statements.

See Notes to Financial Statements.

32  Janus Income Funds / October 31, 1998
<PAGE>

                                             Financial | Highlights - Bond Funds

<TABLE>
<CAPTION>
For a share outstanding throughout                                          Janus Flexible Income Fund
each fiscal year ended October 31                          1998          1997          1996          1995          1994
<S>                                                     <C>           <C>           <C>           <C>           <C>       
Net Asset Value, Beginning of Period                    $    10.00    $     9.65    $     9.55    $     8.96    $    10.03
Income from Investment Operations:
  Net investment income                                        .67           .69           .73           .72           .74
  Net gains or (losses) on securities
    (both realized and unrealized)                             .12           .37           .10           .59         (.86)

Total from Investment Operations                               .79          1.06           .83          1.31         (.12)

Less Distributions:
  Dividends (from net investment income)                     (.67)         (.69)         (.73)         (.72)         (.72)
  Distributions (from capital gains)                         (.21)         (.02)            --            --         (.23)

Total Distributions                                          (.88)         (.71)         (.73)         (.72)         (.95)

Net Asset Value, End of Period                          $     9.91    $    10.00    $     9.65    $     9.55    $     8.96

Total Return*                                                8.14%        11.48%         9.01%        15.35%       (1.26%)

Net Assets, End of Period (in thousands)                $1,103,591    $  727,101    $  603,655    $  580,359    $  377,345
Average Net Assets for the Period (in thousands)        $  892,853    $  656,422    $  603,694    $  450,001    $  428,962
Ratio of Gross Expenses to Average Net Assets**(1)           0.84%         0.87%         0.88%         0.96%            NA
Ratio of Net Expenses to Average Net Assets**(1)             0.82%         0.86%         0.87%         0.96%         0.93%
Ratio of Net Investment Income to Average Net Assets**       6.68%         7.10%         7.60%         7.91%         7.75%
Portfolio Turnover Rate**                                     148%          207%          214%          250%          137%

<CAPTION>
For a share outstanding throughout                                        Janus Federal Tax-Exempt Fund
each fiscal year ended October 31                          1998          1997          1996          1995          1994
<S>                                                     <C>           <C>           <C>           <C>           <C>       
Net Asset Value, Beginning of Period                    $     7.09    $     6.92    $     6.88    $     6.45    $     7.30
Income from Investment Operations:
  Net investment income                                        .34           .35           .36           .36           .36
  Net gains or (losses) on securities
   (both realized and unrealized)                              .18           .17           .04           .43         (.83)

Total from Investment Operations                               .52           .52           .40           .79         (.47)

Less Distributions:
  Dividends (from net investment income)                     (.34)         (.35)         (.36)         (.36)         (.36)
  Distributions (from capital gains)                            --            --            --            --         (.02)

Total Distributions                                          (.34)         (.35)         (.36)         (.36)         (.38)

Net Asset Value, End of Period                          $     7.27    $     7.09    $     6.92    $     6.88    $     6.45

Total Return*                                                7.65%         7.72%         5.94%        12.60%       (6.62%)

Net Assets, End of Period (in thousands)                $   91,625    $   62,055    $   44,858    $   32,593    $   26,464
Average Net Assets for the Period (in thousands)        $   74,133    $   53,574    $   36,312    $   29,318    $   28,384
Ratio of Gross Expenses to Average Net Assets**(1)        0.67%(2)      0.66%(2)      0.68%(2)      0.70%(2)            NA
Ratio of Net Expenses to Average Net Assets**(1)             0.65%         0.65%         0.65%         0.65%      0.65%(2)
Ratio of Net Investment Income to Average Net Assets**       4.76%         5.00%         5.18%         5.43%         5.20%
Portfolio Turnover Rate**                                     227%          304%          225%          164%          160%
</TABLE>

(1)  See "Explanation of the Charts and Tables."
(2)  The ratio was 0.99% in 1998,  1.11% in 1997,  1.14% in 1996, 1.31% in 1995,
     and 1.41% in 1994 before waiver of certain fees incurred by the Fund.
*Total return not annualized for periods of less than one year.
**Annualized for periods less than one year.
NA - Disclosure not required for prior periods.

See Notes to Financial Statements.

                                       Janus Income Funds / October 31, 1998  33
<PAGE>

Financial | Highlights - Bond Funds (continued)

<TABLE>
<CAPTION>
For a share outstanding throughout                               Janus High-Yield Fund
each fiscal year ended October 31                          1998          1997          1996(1)
<S>                                                     <C>           <C>           <C>       
Net Asset Value, Beginning of Period                    $    11.83    $    11.12    $    10.00
Income from Investment Operations:
  Net investment income                                        .90           .97           .80
  Net gains or (losses) on securities
    (both realized and unrealized)                          (1.02)           .82          1.12
Total from Investment Operations                             (.12)          1.79          1.92
Less Distributions:
  Dividends (from net investment income)                     (.90)         (.97)         (.80)
  Distributions (from capital gains)                         (.56)         (.11)            --
Total Distributions                                         (1.46)        (1.08)         (.80)
Net Asset Value, End of Period                          $    10.25    $    11.83    $    11.12
Total Return*                                              (1.45%)        16.94%        19.71%
Net Assets, End of Period (in thousands)                $  268,217    $  301,422    $  210,933
Average Net Assets for the Period (in thousands)        $  380,942    $  266,213    $   88,126
Ratio of Gross Expenses to Average Net Assets**(2)           0.99%      1.03%(3)      1.01%(3)
Ratio of Net Expenses to Average Net Assets**(2)             0.96%         1.00%         1.00%
Ratio of Net Investment Income to Average Net Assets**       7.85%         8.45%         9.00%
Portfolio Turnover Rate**                                     336%          404%          324%

<CAPTION>
For a share outstanding throughout                                          Janus Short-Term Bond Fund
each fiscal year ended October 31                          1998          1997          1996          1995          1994
<S>                                                     <C>           <C>           <C>           <C>           <C>       
Net Asset Value, Beginning of Period                    $     2.90    $     2.86    $     2.84    $     2.87    $     3.02
Income from Investment Operations:
  Net investment income                                        .17           .17           .16           .18           .18
  Net gains or (losses) on securities
    (both realized and unrealized)                             .01           .04           .02         (.03)         (.15)

Total from Investment Operations                               .18           .21           .18           .15           .03

Less Distributions:
  Dividends (from net investment income)                     (.17)         (.17)         (.16)         (.18)         (.17)
  Distributions (from capital gains)                            --            --            --            --         (.01)

Total Distributions                                          (.17)         (.17)         (.16)         (.18)         (.18)

Net Asset Value, End of Period                          $     2.91    $     2.90    $     2.86    $     2.84    $     2.87

Total Return*                                                6.49%         7.70%         6.49%         5.55%         1.26%

Net Assets, End of Period (in thousands)                $  140,906    $   57,908    $   40,784    $   48,117    $   54,285
Average Net Assets for the Period (in thousands)        $   89,556    $   48,421    $   42,203    $   47,383    $   59,584
Ratio of Gross Expenses to Average Net Assets**(2)        0.67%(4)      0.67%(4)      0.67%(4)      0.66%(4)            NA
Ratio of Net Expenses to Average Net Assets**(2)             0.65%         0.65%         0.65%         0.65%      0.65%(4)
Ratio of Net Investment Income to Average Net Assets**       5.91%         6.03%         5.57%         6.67%         6.08%
Portfolio Turnover Rate**                                     101%          133%          486%          337%          346%
</TABLE>

(1) Fiscal period December 29, 1995 (inception) to October 31, 1996.
(2) See "Explanation of Charts and Tables."
(3) The ratio was 1.04% in 1997 and 1.18% in 1996 before  waiver of certain fees
    incurred by the Fund.
(4) The ratio was 1.06% in 1998,  1.20% in 1997,  1.23% in 1996,  1.23% in 1995,
    and 1.15% in 1994, before waiver of certain fees incurred by the Fund.
*Total return not annualized for periods of less than one year.
**Annualized  for periods less than one year.  
NA - Disclosure not required for prior periods.

See Notes to Financial Statements.

34  Janus Income Funds / October 31, 1998
<PAGE>

                                 Statements of | Operations - Money Market Funds

<TABLE>
<CAPTION>
                                                                            Janus         Janus
                                                              Janus       Government    Tax-Exempt
For the fiscal year ended October 31, 1998                 Money Market  Money Market  Money Market
(all numbers in thousands)                                     Fund          Fund          Fund
Investment Income:
<S>                                                          <C>           <C>           <C>     
  Interest                                                   $273,633      $ 26,376      $  4,261

                                                              273,633        26,376         4,261

Expenses:
  Advisory fee for investor shares                              1,124           151            91
  Advisory fee for institutional shares                         3,621           321            19
  Advisory fee for service shares                                  29             1             3
  Administrative fee for investor shares                        5,620           753           455
  Administrative fee for institutional shares                   1,810           161            10
  Administrative fee for service shares                            15            --             2
  Service fee for service shares                                   74             2             8
  Audit fees                                                       15             8             8
  Trustees' fees and expenses                                      69             3             1

Total Expenses                                                 12,377         1,400           597

Net Investment Income                                         261,256        24,976         3,664
Net Realized Gain/(Loss) on Investments:
  Net realized gain/(loss) from investment transactions           161            10            26

Net Increase in Net Assets Resulting from Operations         $261,417      $ 24,986      $  3,690
</TABLE>

See Notes to Financial Statements.

                                       Janus Income Funds / October 31, 1998  35
<PAGE>

Statements of | Assets & Liabilities - Money Market Funds

<TABLE>
<CAPTION>
                                                           Janus           Janus
As of October 31, 1998                      Janus        Government      Tax-Exempt
(all numbers in thousands except         Money Market   Money Market    Money Market
net asset value per share)                   Fund           Fund            Fund
Assets:
<S>                                      <C>             <C>             <C>       
  Investments at amortized cost          $6,672,769      $1,038,994      $  165,882
  Cash                                          173              93              --
  Receivables:
    Investments sold                             --              --           7,215
    Fund shares sold                          8,891             551             286
    Interest                                 31,655           1,083             950

Total Assets                              6,713,488       1,040,721         174,333

Liabilities:
  Payables
    Due to custodian                             --              --              19
    Investments purchased                   177,403              --           9,701
    Fund shares repurchased                  14,296             746             515
    Dividends and distributions              11,900           3,077               2
    Advisory fees                               538              88              15
    Administrative fees                         856             125              47
    Service fees                                 16              --               2
    Audit fees                                   12               6               6
    Trustees' fees and expenses                  15              --              --

Total Liabilities                           205,036           4,042          10,307

Net Assets                               $6,508,452      $1,036,679      $  164,026
Shares Outstanding, $0.01 Par Value
  (unlimited shares authorized)           6,508,452       1,036,679         164,026

Net Asset Value Per Share                $     1.00      $     1.00      $     1.00
</TABLE>

See Notes to Financial Statements.

36  Janus Income Funds / October 31, 1998
<PAGE>

Statements of | Changes in Net Assets - Money Market Funds

<TABLE>
<CAPTION>

                                                            Janus                     Janus Government           Janus Tax-Exempt
                                                         Money Market                   Money Market               Money Market
For the fiscal year ended October 31                         Fund                           Fund                       Fund
(all numbers in thousands)                            1998         1997(1)            1998       1997(1)          1998      1997(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Operations:
<S>                                              <C>            <C>               <C>           <C>            <C>         <C>      
  Net investment income                          $    261,256   $    185,899      $    24,976   $   9,234      $   3,664   $   2,511
  Net realized gain/(loss)
    from investment transactions                          161             98               10           8             26         (2)

Net Increase in Net Assets
  Resulting from Operations                           261,417        185,997           24,986       9,242          3,690       2,509

Dividends and Distributions to Shareholders:
  Net investment income:
    Investor Shares                                  (57,683)       (44,924)          (7,537)     (6,112)        (2,879)     (2,384)
    Institutional Shares                            (202,020)      (140,928)         (17,406)     (3,063)          (678)       (125)
    Service Shares                                    (1,553)           (47)             (33)        (60)          (107)          --
  Net realized gain from investment transactions:
    Investor Shares                                      (42)           (22)              (5)         (5)           (21)          --
    Institutional Shares                                (118)           (76)              (5)         (2)            (3)          --
    Service Shares                                        (1)             --               --          --            (2)          --

Net Decrease from Dividends and Distributions       (261,417)      (185,997)         (24,986)     (9,242)        (3,690)     (2,509)

Capital Share Transactions:
  Shares sold:
    Investor Shares                                 5,447,777      4,205,232          384,359     250,916        330,543     244,419
    Institutional Shares                           89,394,668     57,798,535        2,152,976     671,494        211,444      37,249
    Service Shares                                    323,786         17,775            2,772       2,557         38,120          10
  Reinvested dividends and distributions:
    Investor Shares                                    54,458         42,784            7,176       5,901          2,765       2,281
    Institutional Shares                               60,862         32,270            3,884       2,569            589         113
    Service Shares                                      1,560             47               28          32            110          --
  Shares repurchased:
    Investor Shares                               (5,042,859)    (3,989,256)        (310,430)   (242,091)      (309,566)   (240,069)
    Institutional Shares                         (87,252,582)   (56,765,454)      (1,371,965)   (697,778)      (174,273)    (35,750)
    Service Shares                                  (293,167)        (7,481)            (658)     (1,961)       (20,544)          --

Net Increase/(Decrease) from 
  Capital Share Transactions                        2,694,503      1,334,452          868,142     (8,361)         79,188       8,253

Net Increase/(Decrease) in Net Assets               2,694,503      1,334,452          868,142     (8,361)         79,188       8,253
Net Assets:
  Beginning of Period                               3,813,949      2,479,497          168,537     176,898         84,838      76,585
  End of Period                                  $  6,508,452   $  3,813,949      $ 1,036,679   $ 168,537      $ 164,026   $  84,838

Net Assets Consist of:
  Capital (par value and paid-in surplus)        $  6,508,452   $  3,813,949      $ 1,036,679   $ 168,537      $ 164,026   $  84,838

Transactions in Fund Shares - Investor Shares:
  Shares sold                                       5,447,777      4,205,232          384,359     250,916        330,543     244,419
  Reinvested dividends and distributions               54,458         42,784            7,176       5,901          2,765       2,281

Total                                               5,502,235      4,248,016          391,535     256,817        333,308     246,700

Shares Repurchased                                (5,042,859)    (3,989,256)        (310,430)   (242,091)      (309,566)   (240,069)

Net Increase/(Decrease) in Fund Shares                459,376        258,760           81,105      14,726         23,742       6,631

Shares Outstanding Beginning of Period              1,032,647        773,887          132,134     117,408         81,269      74,638

Shares Outstanding End of Period                    1,492,023      1,032,647          213,239     132,134        105,011      81,269

Transactions in Fund Shares
 - Institutional Shares:
  Shares sold                                      89,394,668     57,798,535        2,152,976     671,494        211,444      37,249
  Reinvested dividends and distributions               60,862         32,270            3,884       2,569            589         113

Total                                              89,455,530     57,830,805        2,156,860     674,063        212,033      37,362

Shares Repurchased                               (87,252,582)   (56,765,454)      (1,371,965)   (697,778)      (174,273)    (35,750)

Net Increase/(Decrease) in Fund Shares              2,202,948      1,065,351          784,895    (23,715)         37,760       1,612

Shares Outstanding Beginning of Period              2,770,961      1,705,610           35,775      59,490          3,559       1,947

Shares Outstanding End of Period                    4,973,909      2,770,961          820,670      35,775         41,319       3,559

Transactions in Fund Shares - Service Shares:
  Shares sold                                         323,786         17,775            2,772       2,557         38,120          10
  Reinvested dividends and distributions                1,560             47               28          32            110          --

Total                                                 325,346         17,822            2,800       2,589         38,230          10

Shares Repurchased                                  (293,167)        (7,481)            (658)     (1,961)       (20,544)          --

Net Increase/(Decrease) in Fund Shares                 32,179         10,341            2,142         628         17,686          10

Shares Outstanding Beginning of Period                 10,341             --              628          --             10          --

Shares Outstanding End of Period                       42,520         10,341            2,770         628         17,696          10
</TABLE>

(1) Fiscal  period  November 22,  1996,  (inception)  to October 31,  1997,  for
    Service Shares.

See Notes to Financial Statements.

                                       Janus Income Funds / October 31, 1998  37
<PAGE>

Financial | Highlights - Money Market Funds

<TABLE>
<CAPTION>
                                                                                           Janus
For a share outstanding throughout                                                     Money Market
each fiscal year ended October 31                                                          Fund
Investor Shares                                                 1998              1997              1996            1995(1)  
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>               <C>               <C>        
Net Asset Value at Beginning of Period                     $      1.00       $      1.00       $      1.00       $      1.00

Income from Investment Operations:
  Net investment income                                            .05               .05               .05               .04

Total from Investment Operations                                   .05               .05               .05               .04

Less Dividends and Distributions:
  Dividends (from net investment income)                         (.05)             (.05)             (.05)             (.04)

Total Dividends and Distributions                                (.05)             (.05)             (.05)             (.04)

Net Asset Value at End of Period                           $      1.00       $      1.00       $      1.00       $      1.00

Total Return*                                                    5.25%             5.23%             5.13%             3.95%

Net Assets at End of Period (in thousands)                 $ 1,492,023       $ 1,032,647       $   773,887       $   643,219
Average Net Assets for the Period (in thousands)           $ 1,123,991       $   883,052       $   676,334       $   461,311
Ratio of Expenses to Average Net Assets**(2)                  0.60%(3)          0.60%(3)          0.60%(3)          0.60%(3)
Ratio of Net Investment Income to Average Net Assets**(2)        5.13%             5.09%             5.01%             5.56%

<CAPTION>
                                                                                    Janus Government
For a share outstanding throughout                                                    Money Market
Ended October 31                                                                          Fund
Investor Shares                                                1998              1997              1996            1995(1)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>               <C>               <C>        
Net Asset Value at Beginning of Period                     $      1.00       $      1.00       $      1.00       $      1.00

Income from Investment Operations:
  Net investment income                                            .05               .05               .05               .04

Total from Investment Operations                                   .05               .05               .05               .04

Less Dividends and Distributions:
  Dividends (from net investment income)                         (.05)             (.05)             (.05)             (.04)

Total Dividends and Distributions                                (.05)             (.05)             (.05)             (.04)

Net Asset Value at End of Period                           $      1.00       $      1.00       $      1.00       $      1.00

Total Return*                                                    5.12%             5.11%             5.03%             3.90%

Net Assets at End of Period (in thousands)                 $   213,239       $   132,133       $   117,408       $   199,307
Average Net Assets for the Period (in thousands)           $   150,525       $   123,193       $   112,059       $    87,906
Ratio of Expenses to Average Net Assets**(2)                  0.60%(3)          0.60%(3)          0.60%(3)          0.60%(3)
Ratio of Net Investment Income to Average Net Assets**(2)        5.01%             5.42%             4.91%             5.40%

<CAPTION>
                                                                                         Janus    
For a share outstanding throughout                                                    Money Market
each fiscal year ended October 31                                                         Fund 
Institutional Shares                                           1998              1997              1996            1995(4)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>               <C>               <C>        
Net Asset Value at Beginning of Period                     $      1.00       $      1.00       $      1.00       $      1.00

Income from Investment Operations:
  Net investment income                                            .06               .06               .05               .03

Total from Investment Operations                                   .06               .06               .05               .03

Less Dividends and Distributions:
  Dividends (from net investment income)                         (.06)             (.06)             (.05)             (.03)

Total Dividends and Distributions                                (.06)             (.06)             (.05)             (.03)

Net Asset Value at End of Period                           $      1.00       $      1.00       $      1.00       $      1.00

Total Return*                                                    5.72%             5.71%             5.61%             3.25%
Net Assets at End of Period (in thousands)                 $ 4,973,909       $ 2,770,961       $ 1,705,610       $   304,952
Average Net Assets for the Period (in thousands)           $ 3,620,872       $ 2,545,294       $   874,431       $   202,427
Ratio of Expenses to Average Net Assets**(2)                  0.15%(5)          0.15%(5)          0.15%(5)          0.15%(5)
Ratio of Net Investment Income to Average Net Assets**(2)        5.58%             5.54%             5.41%             5.86%

<CAPTION>

                                                                                   Janus Government
For a share outstanding throughout                                                    Money Market
each fiscal year ended October 31                                                         Fund
Institutional Shares         1998     1997     1996    1995(4)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>               <C>               <C>        
Net Asset Value at Beginning of Period                     $      1.00       $      1.00       $      1.00       $      1.00

Income from Investment Operations:
  Net investment income                                            .05               .05               .05               .03

Total from Investment Operations                                   .05               .05               .05               .03

Less Dividends and Distributions:
  Dividends (from net investment income)                         (.05)             (.05)             (.05)             (.03)

Total Dividends and Distributions                                (.05)             (.05)             (.05)             (.03)

Net Asset Value at End of Period                           $      1.00       $      1.00       $      1.00       $      1.00

Total Return*                                                    5.59%             5.58%             5.50%             3.20%

Net Assets at End of Period (in thousands)                 $   820,670       $    35,776       $    59,490       $    44,164
Average Net Assets for the Period (in thousands)           $   321,174       $    56,801       $    53,398       $    24,748
Ratio of Expenses to Average Net Assets**(2)                  0.15%(5)          0.15%(5)          0.15%(5)          0.15%(5)
Ratio of Net Investment Income to Average Net Assets**(2)        5.42%             6.04%             5.34%             5.75%
</TABLE>

*Total return is not annualized for periods of less than one year.
**Annualized for periods less than one year.
(1) Fiscal period February 15, 1995, (inception) to October 31, 1995.
(2) See "Explanation of Charts and Tables."
(3) The ratio was .70% before waiver of certain fees  incurred by the fund.  
(4) Fiscal period April 17, 1995, (inception) to October 31, 1995. 
(5) The ratio was .35% before waiver of certain fees incurred by the fund.

See Notes to Financial Statements.

38  Janus Income Funds / October 31, 1998
<PAGE>

<TABLE>
<CAPTION>
                                                                       Janus                          Janus Government
For a share outstanding throughout                                  Money Market                        Money Market
each fiscal year ended October 31                                       Fund                                Fund
Service Shares                                                 1998              1997(1)           1998             1997(1)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>               <C>               <C>        
Net Asset Value at Beginning of Period                     $      1.00       $      1.00       $      1.00       $      1.00

Income from Investment Operations:
  Net investment income                                            .05               .05               .05               .05

Total from Investment Operations                                   .05               .05               .05               .05

Less Dividends and Distributions:
  Dividends (from net investment income)                         (.05)             (.05)             (.05)             (.05)

Total Dividends and Distributions                                (.05)             (.05)             (.05)             (.05)

Net Asset Value at End of Period                           $      1.00       $      1.00       $      1.00       $      1.00

Total Return*                                                    5.45%             5.14%             5.33%             5.01%

Net Assets at End of Period (in thousands)                 $    42,520       $    10,341       $     2,770       $       628
Average Net Assets for the Period (in thousands)           $    29,322       $       913       $       639       $     1,141
Ratio of Expenses to Average Net Assets**(2)                  0.40%(3)          0.40%(3)          0.40%(3)          0.40%(3)
Ratio of Net Investment Income to Average Net Assets**(2)        5.30%             5.02%             5.15%             5.23%

<CAPTION>
                                                                                    Janus Tax-Exempt
For a share outstanding throughout                                                    Money Market
each fiscal year ended October 31                                                         Fund
Investor Shares                                                1998              1997              1996            1995(4)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>               <C>               <C>        
Net Asset Value at Beginning of Period                     $      1.00       $      1.00       $      1.00       $      1.00

Income from Investment Operations:
  Net investment income                                            .03               .03               .03               .02

Total from Investment Operations                                   .03               .03               .03               .02

Less Dividends and Distributions:
  Dividends (from net investment income)                         (.03)             (.03)             (.03)             (.02)

Total Dividends and Distributions                                (.03)             (.03)             (.03)             (.02)

Net Asset Value at End of Period                           $      1.00       $      1.00       $      1.00       $      1.00

Total Return*                                                    3.23%             3.20%             3.27%             2.40%

Net Assets at End of Period (in thousands)                 $   105,011       $    81,268       $    74,638       $    67,479
Average Net Assets for the Period (in thousands)           $    91,058       $    75,929       $    68,695       $    57,366
Ratio of Expenses to Average Net Assets**(2)                  0.60%(5)          0.60%(5)          0.60%(5)          0.60%(5)
Ratio of Net Investment Income to Average Net Assets**(2)        3.16%             3.14%             3.22%             3.38%
</TABLE>

*Total return is not annualized for periods of less than one year.
**Annualized for periods less than one year.
(1) Fiscal period November 22, 1996, (inception) to October 31, 1997.
(2) See "Explanation of Charts and Tables."
(3) The ratio was .60% before waiver of certain fees incurred by the fund.
(4) Fiscal period February 15, 1995, (inception) to October 31, 1995.
(5) The ratio was .70% before waiver of certain fees incurred by the fund.

See Notes to Financial Statements.

                                       Janus Income Funds / October 31, 1998  39
<PAGE>

Financial | Highlights - Money Market Funds (continued)

<TABLE>
<CAPTION>
                                                                                    Janus Tax-Exempt
For a share outstanding throughout                                                    Money Market
each fiscal year ended October 31                                                         Fund
Institutional Shares                                           1998              1997              1996            1995(1)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>               <C>               <C>        
Net Asset Value at Beginning of Period                     $      1.00       $      1.00       $      1.00       $      1.00

Income from Investment Operations:
  Net investment income                                            .04               .04               .04               .02

Total from Investment Operations                                   .04               .04               .04               .02

Less Dividends and Distributions:
  Dividends (from net investment income)                         (.04)             (.04)             (.04)             (.02)

Total Dividends and Distributions                                (.04)             (.04)             (.04)             (.02)

Net Asset Value at End of Period                           $      1.00       $      1.00       $      1.00       $      1.00

Total Return*                                                    3.67%             3.67%             3.74%             2.09%

Net Assets at End of Period (in thousands)                 $    41,319       $     3,560       $     1,947       $    11,192
Average Net Assets for the Period (in thousands)           $    18,859       $     3,466       $     1,754       $     1,115
Ratio of Expenses to Average Net Assets**(2)                  0.15%(3)          0.15%(3)          0.15%(3)          0.15%(3)
Ratio of Net Investment Income to Average Net Assets**(2)        3.60%             3.94%             3.82%             3.82%

<CAPTION>
                                                                 Janus Tax-Exempt
For a share outstanding throughout                                 Money Market
each fiscal year ended October 31                                      Fund
Service Shares                                                 1998            1997(4)
- ----------------------------------------------------------------------------------------
<S>                                                        <C>               <C>        
Net Asset Value at Beginning of Period                     $      1.00       $      1.00

Income from Investment Operations:
  Net investment income                                            .03               .03

Total from Investment Operations                                   .03               .03

Less Dividends and Distributions:
  Dividends (from net investment income)                         (.03)             (.03)

Total Dividends and Distributions                                (.03)             (.03)

Net Asset Value at End of Period                           $      1.00       $      1.00

Total Return*                                                    3.44%             3.22%

Net Assets at End of Period (in thousands)                 $    17,696       $        10
Average Net Assets for the Period (in thousands)           $     3,215       $        10
Ratio of Expenses to Average Net Assets**(2)                  0.40%(5)          0.40%(5)
Ratio of Net Investment Income to Average Net Assets**(2)        3.32%             3.17%
</TABLE>

*Total return is not annualized for periods of less than one year.
**Annualized for periods less than one year.
(1) Fiscal period April 17, 1995, (inception) to October 31, 1995.
(2) See "Explanation of Charts and Tables."
(3) The ratio was .35% before waiver of certain fees incurred by the fund.
(4) Fiscal period November 22, 1996, (inception) to October 31, 1997.
(5) The ratio was .60% before waiver of certain fees incurred by the fund.

See Notes to Financial Statements.

40  Janus Income Funds / October 31, 1998
<PAGE>

                                             Notes to | Schedules of Investments

CAD Canadian Dollar

DEM German Deutschemark

*Non-income-producing security.

**A portion of this  security  has been  segregated  by the  custodian  to cover
margin or  segregation  requirements  on open futures  contracts  and/or forward
currency contracts.

+Securities  are  registered  pursuant  to Rule  144A  and may be  deemed  to be
restricted for resale.

1)  Variable Rate Notes.  The interest rate,  which is based on specific,  or an
    index of, market interest rates, is subject to change. Rates in the security
    description are as of October 31, 1998.

2)  Money market funds may hold  securities  with stated  maturities  of greater
    than 397 days when those securities have features that allow a fund to "put"
    back the  security  to the  issuer or to a third  party  within  397 days of
    acquisition.  The maturity dates shown in the security  descriptions are the
    stated maturity dates.

3)  Repurchase  Agreements  held by a fund are  fully  collateralized,  and such
    collateral is in the possession of the fund's  custodian.  The collateral is
    evaluated  daily to ensure its market value exceeds the current market value
    of the repurchase  agreements,  including accrued interest.  In the event of
    default on the obligation to repurchase, the fund has the right to liquidate
    the collateral and apply the proceeds in satisfaction of the obligation.  In
    the event of  default or  bankruptcy  by the other  party to the  agreement,
    realization and/or retention of the collateral or proceeds may be subject to
    legal proceedings.

                                       Janus Income Funds / October 31, 1998  41
<PAGE>

Notes to | Financial Statements

The following  section  describes the  organization  and significant  accounting
policies of the funds and provides more detailed information about the schedules
and tables that appear  throughout this report.  In addition,  the Notes explain
how the funds  operate and the methods used in  preparing  and  presenting  this
report.

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

   Janus  Investment  Fund (the  "Trust")  is  registered  under the  Investment
   Company  Act of 1940  (the  "1940  Act") as a  no-load,  open-end  management
   investment company. Four series of shares (the "Bond Funds") included in this
   report invest primarily in income-producing  securities,  and three series of
   shares (the "Money Market Funds") invest  exclusively in  high-quality  money
   market  instruments.  Each of the Money Market Funds offers three  classes of
   shares.

   "Investor  Shares" are available to the general  public,  and  "Institutional
   Shares" are available  only to investors  that meet certain  minimum  account
   sizes.  "Service  Shares" are  available  through  banks and other  financial
   institutions.

   The following  policies have been consistently  followed by the Funds and are
   in conformity with accounting principles generally accepted in the investment
   company industry.

   INVESTMENT VALUATION
   Securities  are  valued  at the  closing  price  for  securities  traded on a
   principal  exchange  (U.S.  or foreign)  and on the NASDAQ  National  Market.
   Securities traded on over-the-counter markets and listed securities for which
   no sales are reported are valued at the latest bid price (or yield equivalent
   thereof)  obtained  from  one or  more  dealers  making  a  market  for  such
   securities  or  by  a  pricing  service  approved  by  the  Funds'  Trustees.
   Short-term  investments  maturing  within 60 days for the Bond  Funds and all
   money  market  securities  in the Money  Market Funds are valued at amortized
   cost, which  approximates  market value.  Foreign securities are converted to
   U.S.  dollars  using  exchange  rates  at the  close  of the New  York  Stock
   Exchange.  When market quotations are not readily  available,  securities are
   valued at fair value as determined in good faith by the Funds' Trustees.

   INVESTMENT TRANSACTIONS AND INVESTMENT INCOME
   Investment  transactions  are accounted for as of the date purchased or sold.
   Dividend income is recorded on the ex-dividend  date.  Certain dividends from
   foreign  securities  will be recorded as soon as the Trust is informed of the
   dividend if such information is obtained  subsequent to the ex-dividend date.
   Interest income is recorded on the accrual basis and includes amortization of
   discounts and  premiums.  Gains and losses are  determined on the  identified
   cost basis, which is the same basis used for federal income tax purposes.

   FORWARD CURRENCY TRANSACTIONS AND FUTURES CONTRACTS
   The Bond Funds may enter into forward  currency  contracts in order to reduce
   their exposure to changes in foreign currency exchange rates on their foreign
   portfolio  holdings and to lock in the U.S.  dollar cost of firm purchase and
   sale commitments for securities denominated in foreign currencies.  A forward
   currency contract is a commitment to purchase or sell a foreign currency at a
   future  date  at a  negotiated  rate.  The  gain  or loss  arising  from  the
   difference  between the U.S.  dollar cost of the  original  contract  and the
   value of the foreign  currency in U.S.  dollars upon closing of such contract
   is included in net realized gain or loss on foreign currency transactions.

   Forward  currency  contracts  held by the Funds are fully  collateralized  by
   other  securities,   which  are  denoted  in  the  accompanying  Schedule  of
   Investments.  Such  collateral is in the possession of the Fund's  custodian.
   The  collateral  is  evaluated  daily to ensure  its market  value  equals or
   exceeds  the  current  market  value of the  corresponding  forward  currency
   contracts.

   Currency gain and loss are also calculated on payables and  receivables  that
   are  denominated  in foreign  currencies.  The payables and  receivables  are
   generally related to security transactions and income.

   Futures  contracts  are marked to market daily,  and the variation  margin is
   recorded as an unrealized gain or loss. When a contract is closed, a realized
   gain or loss is  recorded  equal to the  difference  between  the opening and
   closing value of the contract.  Generally, open forward and futures contracts
   are marked to market for federal income tax purposes at fiscal year-end.

   Foreign-denominated  assets and forward  currency  contracts may involve more
   risks than domestic  transactions,  including  currency  risk,  political and
   economic  risk,  regulatory  risk and market  risk.  Risks may arise from the
   potential  inability  of a  counterparty  to meet the terms of a contract and
   from unanticipated  movements in the value of foreign currencies  relative to
   the U.S. dollar.

   The  Bond  Funds  may  enter  into  "futures   contracts"  and  "options"  on
   securities,  financial  indexes,  foreign  currencies,  forward contracts and
   interest rate swaps and swap-related  products.  The Bond Funds intend to use
   such  derivative  instruments  primarily  to hedge or  protect  from  adverse
   movements in securities prices,  currency rates or interest rates. The use of
   futures  contracts and options may involve risks such as the  possibility  of
   illiquid markets or imperfect correlation between the value of

42  Janus Income Funds / October 31, 1998
<PAGE>

   the contracts and the underlying  securities,  or that the counterparty  will
   fail to perform its obligations.

   ADDITIONAL INVESTMENT RISK
   Janus  High-Yield  Fund and Janus  Flexible  Income  Fund may be  invested in
   lower-rated  debt  securities  that have a higher  risk of default or loss of
   value because of changes in the economy or in their respective industry.

   DIVIDEND DISTRIBUTIONS AND EXPENSES
   Dividends are declared daily and  distributed  monthly.  Each Bond Fund bears
   expenses incurred  specifically on its behalf as well as a portion of general
   expenses.

   FEDERAL INCOME TAXES
   The Funds intend to distribute to shareholders all taxable  investment income
   and  realized  gains and  otherwise  comply with the  Internal  Revenue  Code
   applicable  to  regulated  investment  companies.   Of  the  ordinary  income
   distributions  declared for the year ended October 31, 1998, 100% were exempt
   from  federal  income  taxes  for  Janus  Federal  Tax-Exempt  Fund and Janus
   Tax-Exempt Money Market Fund.

   For the fiscal year ended  October 31,  1998,  the  following  percentage  of
   fiscal year distributions  were considered  long-term gains: Janus Tax-Exempt
   Money Market Fund - 0.27%.

   ESTIMATES
   The preparation of financial statements in conformity with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that affect the reported  amount of assets and  liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported  amounts of income and  expenses  during the  reporting  period.
   Actual results could differ from those estimates.

2. INVESTMENT ADVISORY AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES

   The advisory agreements with the Bond Funds spells out the fee that the Funds
   must pay. Each of the Bond Funds are subject to the following schedule:

                             Average
                             Daily Net             Annual Rate    Expense Limit
Fee Schedule                 Assets of Fund       Percentage (%)  Percentage (%)
- --------------------------------------------------------------------------------
Janus Flexible Income Fund   First $300 Million        .65            1.00*
                             Over $300 Million         .55       
- --------------------------------------------------------------------------------
Janus High-Yield Fund        First $300 Million        .75            1.00*
                             Over $300 Million         .65       
- --------------------------------------------------------------------------------
Janus Federal                First $300 Million        .60             .65*
  Tax-Exempt Fund            Over $300 Million         .55       
- --------------------------------------------------------------------------------
Janus Short-Term             First $300 Million        .65             .65*
  Bond Fund                  Over $300 Million         .55
- --------------------------------------------------------------------------------

   * Janus  Capital will waive  certain fees and expenses to the extent that net
     expenses exceed the stated limits.

   Each of the Money Market Funds pays Janus  Capital .20% of average  daily net
   assets as an investment  advisory fee. Janus Capital has agreed to reduce its
   advisory fee for each of the Janus Money  Market Funds to .10%.  In addition,
   each  class of  shares  of each  Money  Market  Fund pays  Janus  Capital  an
   administrative  fee.  This fee is .50%,  .15%,  and .40% of average daily net
   assets for the Investor  Shares,  Institutional  Shares,  and Service Shares,
   respectively.  Janus Capital has agreed to reduce the  administrative  fee to
   .05% and .30% on the Institutional  Shares and Service Shares,  respectively.
   All other  expenses  of the  Money  Market  Funds  except  Trustees  fees and
   expenses, audit fees and interest expenses are paid by Janus Capital.

   Janus Service  Corporation  ("Janus  Service"),  a wholly owned subsidiary of
   Janus Capital, receives an annual fee of 0.16% of average net assets per fund
   plus $4.00 per  shareholder  account from each Bond Fund for  transfer  agent
   services plus reimbursement of certain out-of-pocket expenses.

   Officers and certain trustees of the Funds are also officers and/or directors
   of Janus Capital; however, they receive no compensation from the Funds.

   DST Systems,  Inc.  (DST),  an affiliate of Janus Capital through a degree of
   common ownership, provides fund accounting and shareholder accounting systems
   to the Funds through Janus  Capital and Janus  Service.  Fees paid to DST for
   the period ended October 31, 1998, are noted below.

   DST FEES

   Janus Flexible Income Fund              $189,987
   Janus High-Yield Fund                     81,233
   Janus Federal Tax-Exempt Fund             36,079
   Janus Short-Term Bond Fund                44,909

                                       Janus Income Funds / October 31, 1998  43
<PAGE>

Notes to | Financial Statements (continued)

3. FEDERAL INCOME TAX

   The Funds  have  elected  to treat  gains  and  losses  on  forward  currency
   contracts  as capital  gains and losses.  Other  foreign  currency  gains and
   losses on debt  instruments are treated as ordinary income for federal income
   tax purposes pursuant to Section 988 of the Internal Revenue Code.

   Net capital loss carryovers noted below as of October 31, 1998, are available
   to offset future  realized  capital gains and thereby  reduce future  taxable
   gains  distributions.  These carryovers  expire between October 31, 2002, and
   October 31, 2006. The aggregate cost of  investments  and the  composition of
   unrealized appreciation and depreciation of investment securities for federal
   income tax purposes as of October 31, 1998, are listed below. The federal tax
   cost for the Money  Market  Funds is the same as listed in the  Statement  of
   Assets and Liabilities.

<TABLE>
<CAPTION>
                                                                                                        Net
                               Net Capital Loss    Federal Tax      Unrealized      Unrealized     Appreciation/
                                  Carryovers          Cost         Appreciation   (Depreciation)  (Depreciation)
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>            <C>              <C>         
Janus Flexible Income Fund                --     $1,102,748,097    $33,864,195    ($18,500,745)    $ 15,363,450
Janus High-Yield Fund                     --        293,006,943      1,044,408     (23,712,527)    (22,668,119)
Janus Federal Tax-Exempt Fund    ($  504,402)        91,776,142      2,380,484        (215,952)       2,164,532
Janus Short-Term Bond Fund        (2,861,783)       138,102,431      1,640,058        (811,669)         828,389
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

   Net  investment  income  distributions  and capital gains  distributions  are
   determined in accordance  with income tax  regulations  which may differ from
   generally  accepted  accounting  principles.  These  differences  are  due to
   differing  treatments  for items  such as  deferral  of wash  sales,  foreign
   currency transactions,  net operating losses, and capital loss carryforwards.
   Permanent  items  identified in the period ended October 31, 1998,  have been
   reclassified among the components of net assets as follows:

                                   Undistributed     Undistributed
                                   Net Investment    Net Realized     Paid-In
                                        Income     Gains and Losses   Capital
   -----------------------------------------------------------------------------
   Janus Flexible Income Fund         $  89,395       ($ 89,385)          --
   Janus High-Yield Fund              (149,172)          149,203       ($31)
   Janus Federal Tax-Exempt Fund             --               --          --
   Janus Short-Term Bond Fund                --               --          --
   -----------------------------------------------------------------------------

44  Janus Income Funds / October 31, 1998
<PAGE>

                                              Explanation of | Charts and Tables

1. PERFORMANCE OVERVIEWS

   Performance  overview graphs on the previous pages compare the performance of
   a $10,000 investment in each Fund (from inception) to one or more widely used
   market indexes through October 31, 1998.

   When  comparing the  performance  of a Fund with an index,  keep in mind that
   market indexes do not include brokerage commissions that would be incurred if
   you  purchased  the  individual  securities  in the  index.  They also do not
   include  taxes  payable on  dividends  and  interest  or  operating  expenses
   incurred if you maintained a portfolio invested in the index.

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

2. SCHEDULES OF INVESTMENTS

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

   The  market  value  of each  security  is  quoted  as of the  last day of the
   reporting period.  The value of securities  denominated in foreign currencies
   is converted into U.S. dollars.

   Funds that invest in foreign securities also provide a summary of investments
   by country.  This summary reports the Fund's exposure to different  countries
   by providing the percentage of securities invested in each country.

2A. FORWARD CURRENCY CONTRACTS

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

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

3. STATEMENT OF OPERATIONS

   This  statement  details  the Funds'  income,  expenses,  gains and losses on
   securities and currency  transactions,  and  appreciation  or depreciation of
   current portfolio holdings.

   The first section in this statement,  entitled  "Investment  Income," reports
   the dividends  earned from stocks and interest  earned from  interest-bearing
   securities in the portfolio.

   The next section  reports the expenses  and expense  offsets  incurred by the
   Funds,  including the advisory fee paid to the investment  advisor,  transfer
   agent fees,  shareholder  servicing  expenses,  and  printing and postage for
   mailing statements, financial reports and prospectuses.

   The last section  lists the  increase or decrease in the value of  securities
   held in the Funds' portfolios.  Funds realize a gain (or loss) when they sell
   their position in a particular security.  An unrealized gain (or loss) refers
   to the change in net  appreciation or  depreciation of the Funds'  portfolios
   during the period.  "Net  Gain/(Loss)  on  Investments"  is affected  both by
   changes in the market  value of  portfolio  holdings and by gains (or losses)
   realized during the reporting period.

                                       Janus Income Funds / October 31, 1998  45
<PAGE>

Explanation of | Charts and Tables (continued)

4. STATEMENT OF ASSETS AND LIABILITIES

   This  statement  is often  referred to as the  "balance  sheet." It lists the
   assets and liabilities of the Funds on the last day of the reporting period.

   The Funds' assets are calculated by adding the value of the securities owned,
   the receivable for  securities  sold but not yet settled,  the receivable for
   dividends  declared but not yet  received on stocks owned and the  receivable
   for Fund shares sold to investors but not yet settled. The Funds' liabilities
   include  payables for securities  purchased but not yet settled,  Fund shares
   redeemed but not yet paid and expenses  owed but not yet paid.  Additionally,
   there may be other assets and liabilities such as forward currency contracts.

   The last line of this statement  reports the Funds' net asset value (NAV) per
   share on the last  day of the  reporting  period.  The NAV is  calculated  by
   dividing the Funds' net assets  (assets minus  liabilities)  by the number of
   shares outstanding.

5. STATEMENT OF CHANGES IN NET ASSETS

   This  statement  reports  the  increase  or decrease in the Funds' net assets
   during  the  reporting   period.   Changes  in  the  Funds'  net  assets  are
   attributable to investment operations,  dividends,  distributions and capital
   share  transactions.  This is important to investors because it shows exactly
   what caused the Funds' net asset size to change during the period.

   The first section summarizes the information from the Statement of Operations
   regarding changes in net assets because of the Funds' investment performance.
   The Funds' net assets may also  change as a result of  dividend  and  capital
   gains  distributions  to investors.  If investors  receive their dividends in
   cash,  money is taken out of the Fund to pay the  distribution.  If investors
   reinvest their dividends,  the Funds' net assets will not be affected. If you
   compare each Fund's "Net Decrease from  Dividends and  Distributions"  to the
   "Reinvested  dividends  and  distributions,"   you'll  notice  that  dividend
   distributions  had little  effect on each Fund's net assets.  This is because
   the majority of Janus investors reinvest their distributions.

   The reinvestment of dividends is included under "Capital Share Transactions."
   "Capital  Shares"  refers  to the  money  investors  contribute  to the Funds
   through  purchases  or withdraw via  redemptions.  The Fund's net assets will
   increase and decrease in value as investors  purchase and redeem  shares from
   the Fund.

   The section  entitled "Net Assets  Consist of" breaks down the  components of
   the Funds'  net  assets.  Because  Funds must  distribute  substantially  all
   earnings,  you'll  notice  that  a  significant  portion  of  net  assets  is
   shareholder capital.

46  Janus Income Funds / October 31, 1998
<PAGE>

6. FINANCIAL HIGHLIGHTS

   This schedule  provides a per-share  breakdown of the components  that affect
   the Funds' net asset value (NAV) for current and past reporting periods.  Not
   only does this table  provide you with total  return,  it also reports  total
   distributions, asset size, expense ratios and portfolio turnover rate.

   The  first  line in the  table  reflects  the  Funds'  NAV per  share  at the
   beginning  of the  reporting  period.  The next line  reports  the Funds' net
   investment  income per share,  which comprises  dividends and interest income
   earned on  securities  held by the  Funds.  Following  is the total of gains,
   realized and unrealized.  Dividends and  distributions are then subtracted to
   arrive at the NAV per share at the end of the period.

   Also included are the Funds' expense ratios,  or the percentage of net assets
   that was used to cover operating  expenses during the period.  Expense ratios
   vary across the Funds for a number of reasons,  including the  differences in
   management fees, average  shareholder account size, the frequency of dividend
   payments  and  the  extent  of  foreign  investments,  which  entail  greater
   transaction costs.

   The Funds'  expenses may be reduced through  expense-reduction  arrangements.
   These arrangements include the use of brokerage commissions,  uninvested cash
   balances  earning  interest or balance  credits.  The Statement of Operations
   reflects total expenses before any such offset,  the amount of offset and the
   net expenses.  The expense ratios listed in the Financial  Highlights reflect
   total expenses both prior to any expense offset and after the offsets.

   Expense   ratios  prior  to  any  expense   offset  are  part  of  disclosure
   requirements  imposed  in  1996.  Years  prior  to 1995 do not  reflect  this
   information.

   The ratio of net  investment  income  summarizes the income earned divided by
   the average net assets of a Fund during the reporting  period.  Don't confuse
   this ratio with a Fund's yield. The net investment income ratio is not a true
   measure of a Fund's yield  because it doesn't take into account the dividends
   distributed to the Fund's investors.

   The next ratio is the portfolio  turnover rate, which measures the buying and
   selling activity in the Funds' portfolios.  Portfolio turnover is affected by
   market  conditions,  changes in the size of a fund,  the nature of the Fund's
   investments and the investment  style of the portfolio  manager.  A 100% rate
   implies that an amount  equal to the value of the entire  portfolio is turned
   over in a year;  a 50% rate means  that an amount  equal to the value of half
   the portfolio is traded in a year; and a 200% rate means that an amount equal
   to the value of the portfolio is sold every six months.

                                       Janus Income Funds / October 31, 1998  47
<PAGE>

Report of | Independent Accountants

To the Trustees and Shareholders of
Janus Investment Fund:

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of  investments,  and the related  statements of operations and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial position of Janus Flexible Income Fund, Janus
High-Yield  Fund,  Janus Federal  Tax-Exempt  Fund,  Janus Short-Term Bond Fund,
Janus  Money  Market  Fund,  Janus  Government  Money  Market  Fund,  and  Janus
Tax-Exempt  Money Market Fund (seven of the  portfolios  constituting  the Janus
Investment Fund,  hereafter referred to as the "Funds") at October 31, 1998, the
results of each of their operations for the year then ended, the changes in each
of their net assets  for each of the two years in the period  then ended and the
financial  highlights  for each of the periods  indicated,  in  conformity  with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Funds'  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at October  31,  1998 by
correspondence  with the custodians and brokers,  provide a reasonable basis for
the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Denver, Colorado
December 1, 1998

Euro-Conversion | Discussion (unaudited)

On January 1, 1999, eleven European countries will convert to a common currency:
Austria,   Belgium,   Finland,  France,  Germany,  Ireland,  Italy,  Luxembourg,
Netherlands,  Portugal,  and Spain.  Investments  traded in the markets of these
countries will be  denominated  in the new currency,  referred to as the "Euro."
Conversion  to the Euro may present  certain risks to  investments  of the Funds
held in one of the currencies  that is being replaced.  Janus Capital,  however,
does not believe that the conversion  will have a material  impact on the Funds'
investments.

Year 2000 | Discussion (unaudited)

Preparing  for  Year  2000 is a high  priority  for  Janus  Capital,  which  has
established a dedicated  group to address this issue.  Janus Capital has devoted
considerable  internal  resources and has engaged one of the foremost experts in
the field to help achieve Year 2000 readiness. Janus Capital does not anticipate
that Year  2000-related  issues  will have a material  impact on its  ability to
continue to provide the Funds with  service at current  levels;  however,  Janus
Capital  cannot make any  assurances  that the steps it has taken to ensure Year
2000 readiness will be successful.  In addition,  there can be no assurance that
Year 2000  issues  will not affect the  companies  in which the Funds  invest or
worldwide markets and economies.

48  Janus Income Funds / October 31, 1998
<PAGE>

                                       Janus Income Funds / October 31, 1998  49
<PAGE>

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