JANUS INVESTMENT FUND, 497, 1999-05-14

JANUS INVESTMENT FUND
497, 1999-05-14

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<PAGE>
[JANUS LOGO]

Janus Equity Funds

PROSPECTUS
FEBRUARY 17, 1999 AS SUPPLEMENTED
APRIL 16, 1999
Janus Fund
Janus Enterprise Fund
Janus Mercury Fund
Janus Olympus Fund
Janus Special Situations Fund
Janus Global Life Sciences Fund
Janus Global Technology Fund
Janus Worldwide Fund
Janus Balanced Fund
Janus Equity Income Fund
Janus Growth and Income Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

[JANUS LOGO]
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Growth funds................................. 2
Combination funds............................ 11
Fees and expenses............................ 16
INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS
Growth funds................................. 18
Combination funds............................ 24
General portfolio policies................... 27
Risks........................................ 30
SHAREHOLDER'S MANUAL
Minimum investments.......................... 39
Types of account ownership................... 39
How to open your Janus account............... 41
How to purchase shares....................... 42
How to exchange shares....................... 44
How to redeem shares......................... 46
Shareholder services and account policies.... 51
MANAGEMENT OF THE FUNDS
Investment adviser........................... 55
Investment personnel......................... 56
OTHER INFORMATION............... ............... 60
DISTRIBUTIONS AND TAXES
Distributions................................ 61
Taxes........................................ 63
FINANCIAL HIGHLIGHTS.............. ............. 65
GLOSSARY
Glossary of investment terms................. 75

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

GROWTH FUNDS

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

1. WHAT ARE THE INVESTMENT OBJECTIVES OF THE GROWTH FUNDS?

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

DOMESTIC GROWTH FUNDS

- JANUS FUND seeks long-term growth of capital in a manner
consistent with the preservation of capital.

- JANUS ENTERPRISE FUND, JANUS MERCURY FUND AND JANUS OLYMPUS
FUND seek long-term growth of capital.

- JANUS SPECIAL SITUATIONS FUND seeks capital appreciation.

GLOBAL GROWTH FUNDS

- JANUS GLOBAL LIFE SCIENCES FUND AND JANUS GLOBAL TECHNOLOGY
FUND seek long-term growth of capital.

- JANUS WORLDWIDE FUND seeks long-term growth of capital in a
manner consistent with the preservation of capital.

The Funds' Trustees may change these objectives without a
shareholder vote and the Funds will notify you of any changes
that are material. If there is a material change to a Fund's
objective or policies, you should consider whether that Fund
remains an appropriate investment for you. There is no guarantee
that a Fund will meet its objective.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF THE GROWTH FUNDS?

The portfolio managers apply a "bottom up" approach in choosing
investments. In other words, they look for companies with
earnings growth potential one at a time. If a portfolio manager
is unable to find investments with earnings growth potential, a
significant portion of a Fund's assets may be in cash or similar
investments.

2 Janus Equity Funds
<PAGE>

JANUS FUND invests primarily in common stocks selected for
their growth potential. Although the Fund can invest in
companies of any size, it generally invests in larger, more
established companies.

JANUS ENTERPRISE FUND invests primarily in common stocks
selected for their growth potential, and normally invests at
least 50% of its equity assets in medium-sized companies.

JANUS MERCURY FUND invests primarily in common stocks selected
for their growth potential. The Fund may invest in companies
of any size, from larger, well-established companies to
smaller, emerging growth companies.

JANUS OLYMPUS FUND invests primarily in common stocks selected
for their growth potential. The Fund may invest in companies
of any size, from larger, well-established companies to
smaller, emerging growth companies.

JANUS SPECIAL SITUATIONS FUND invests primarily in common
stocks selected for their capital appreciation potential. The
Fund emphasizes stocks of "special situation" companies that
the portfolio manager believes have been overlooked or
undervalued by other investors. A "special situation" arises
when, in the portfolio manager's opinion, securities of a
particular company will appreciate in value due to a specific
development. The portfolio manager pays particular attention
to companies that he thinks have high free cash flows.

JANUS GLOBAL LIFE SCIENCES FUND invests primarily in equity
securities of U.S. and foreign companies selected for their
growth potential. Normally, it invests at least 65% of its
total assets in securities of companies that the portfolio
manager believes have a life science orientation. As a
fundamental policy, the Fund normally invests at least 25% of
its total assets, in the aggregate, in the following industry
groups: health care; pharmaceuticals; agriculture;
cosmetics/personal care; and biotechnology.

Risk return summary 3
<PAGE>

JANUS GLOBAL TECHNOLOGY FUND invests primarily in equity
securities of U.S. and foreign companies selected for their
growth potential. Normally, it invests at least 65% of its
total assets in securities of companies that the portfolio
manager believes will benefit significantly from advances or
improvements in technology.

JANUS WORLDWIDE FUND invests primarily in common stocks of
companies of any size throughout the world. The Fund normally
invests in issuers from at least five different countries,
including the United States. The Fund may at times invest in
fewer than five countries or even a single country.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN THE GROWTH FUNDS?

The biggest risk is that the Funds' returns may vary, and you
could lose money. If you are considering investing in any of
the Growth Funds, remember that they are each designed for
long-term investors who can accept the risks of investing in a
portfolio with significant common stock holdings. Common
stocks tend to be more volatile than other investment choices.

The value of a Fund's portfolio may decrease if the value of
an individual company in the portfolio decreases. The value of
a Fund's portfolio could also decrease if the stock market
goes down. If the value of a Fund's portfolio decreases, a
Fund's net asset value (NAV) will also decrease, which means
if you sell your shares in a Fund you would get back less
money.

JANUS SPECIAL SITUATIONS FUND emphasizes investments in
special situation companies which may not appreciate if an
anticipated development does not occur or attract the
anticipated attention. See "What is a 'special situation'?" on
page 21 for an explanation of what the portfolio manager may
consider a special situation.

JANUS GLOBAL LIFE SCIENCES FUND concentrates its investments
in related industry groups. Because of this, companies in its
portfolio may share common characteristics and react similarly
to market developments. For example, many companies with a

4 Janus Equity Funds
<PAGE>

life science orientation are highly regulated and may be
dependent upon certain types of technology. As a result,
changes in government funding or subsidies, new or anticipated
legislative changes, or technological advances could affect
the value of such companies and, therefore, the Fund's NAV.
The Fund's returns may be more volatile than those of a less
concentrated portfolio.

Although JANUS GLOBAL TECHNOLOGY FUND does not concentrate its
investments in specific industries, it may invest in companies
related in such a way that they react similarly to certain
market pressures. For example, competition among technology
companies may result in increasingly aggressive pricing of
their products and services, which may affect the
profitability of companies in the Fund's portfolio. In
addition, because of the rapid pace of technological
development, products or services developed by companies in
the Fund's portfolio may become rapidly obsolete or have
relatively short product cycles. As a result, the Fund's
returns may be considerably more volatile than the returns of
a fund that does not invest in similarly related companies.

JANUS GLOBAL LIFE SCIENCES FUND, JANUS GLOBAL TECHNOLOGY FUND
AND JANUS WORLDWIDE FUND may have significant exposure to
foreign markets. As a result, their returns and NAV may be
affected to a large degree by fluctuations in currency
exchange rates or political or economic conditions in a
particular country.

JANUS ENTERPRISE FUND, JANUS OLYMPUS FUND, JANUS SPECIAL
SITUATIONS FUND, JANUS GLOBAL LIFE SCIENCES FUND AND JANUS
GLOBAL TECHNOLOGY FUND are nondiversified. In other words,
they may hold larger positions in a smaller number of
securities than a diversified fund. As a result, a single
security's increase or decrease in value may have a greater
impact on a Fund's NAV and total return.

Risk return summary 5
<PAGE>

An investment in these Funds is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

The following information illustrates how each of the Growth
Fund's performance has varied over time. The bar charts depict
the change in performance from year-to-year during the period
indicated. The tables compare each Fund's average annual returns
for the periods indicated to a broad-based securities market
index.

6 Janus Equity Funds
<PAGE>

JANUS FUND

A BAR CHART showing Annual Total Returns for Janus Fund from 1989 through 1998:
<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
46.32% (0.74%) 42.80% 6.87% 10.92% (1.10%) 29.43% 19.61% 22.72% 38.89%
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

Best Quarter: 4th-1998 28.44% Worst Quarter: 3rd-1990 (13.91%)
</TABLE>

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year 5 years 10 years (2/5/70)
<S> <C> <C> <C> <C>
Janus Fund 38.89% 21.15% 20.43% 17.59%
S&P 500 Index* 28.74% 24.08% 19.20% 13.83%
---------------------------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500
Stocks, a widely recognized, unmanaged index of common stock
prices.

JANUS ENTERPRISE FUND

A BAR CHART showing Annual Total Returns for Janus Enterprise Fund from 1993
through 1998:
<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C> <C> <C> <C> <C>
15.64% 8.92% 27.25% 11.65% 10.82% 33.75%
1993 1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

Best Quarter: 4th-1998 34.15% Worst Quarter: 3rd-1998 (14.63%)
</TABLE>

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/1/92)
<S> <C> <C> <C>
Janus Enterprise Fund 33.75% 18.06% 21.54%
S&P MidCap 400 Index+ 18.25% 18.67% 19.19%
----------------------------------------
</TABLE>

+ The S&P MidCap 400 Index is an unmanaged group of 400
domestic stocks chosen for their market size, liquidity and
industry group representation.

Risk return summary 7
<PAGE>

JANUS MERCURY FUND

A BAR CHART showing Annual Total Returns for Janus Mercury Fund from 1994
through 1998:
<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C> <C> <C> <C>
15.86% 33.01% 17.67% 11.88% 58.41%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

Best Quarter: 4th-1998 30.04% Worst Quarter: 3rd-1998 (6.94%)
</TABLE>

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year 5 years (5/3/93)
<S> <C> <C> <C>
Janus Mercury Fund 58.41% 26.30% 26.86%
S&P 500 Index* 28.74% 24.08% 22.64%
-----------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500
Stocks, a widely recognized, unmanaged index of common stock
prices.

JANUS OLYMPUS FUND

A BAR CHART showing Annual Total Returns for Janus Olympus Fund from 1996
through 1998:
<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C> <C>
21.73% 26.73% 56.97%
1996 1997 1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

Best Quarter: 4th-1998 32.66% Worst Quarter: 3rd-1998 (7.93%)
</TABLE>

Average annual total return for periods ended 12/31/98
-------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year (12/29/95)
<S> <C> <C>
Janus Olympus Fund 56.97% 34.28%
S&P 500 Index+ 28.74% 28.27%
-------------------------
</TABLE>

+ The S&P 500 is the Standard & Poor's Composite Index of 500
Stocks, a widely recognized, unmanaged index of common stock
prices.

8 Janus Equity Funds
<PAGE>

JANUS SPECIAL SITUATIONS FUND

A BAR CHART showing Annual Total Returns for Janus Special Situations Fund
from 1997 through 1998:
<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C>
46.04% 25.31%
1997 1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

Best Quarter: 4th-1998 28.53% Worst Quarter: 3rd-1998 (19.55%)
</TABLE>

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year (12/31/96)
<S> <C> <C>
Janus Special Situations Fund 25.31% 35.28%
S&P 500 Index* 28.74% 31.03%
-------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500
Stocks, a widely recognized, unmanaged index of common stock
prices.

JANUS WORLDWIDE FUND

A BAR CHART showing Annual Total Returns for Janus Worldwide Fund from 1992
through 1998:
<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C> <C> <C> <C> <C> <C>
9.01% 28.41% 3.61% 21.90% 26.40% 20.48% 25.87%
1992 1993 1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

Best Quarter: 4th-1998 20.24% Worst Quarter: 3rd-1998 (16.10%)
</TABLE>

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year 5 years (5/15/91)
<S> <C> <C> <C>
Janus Worldwide Fund 25.87% 19.34% 20.72%
Morgan Stanley International Worldwide
Index* 24.34% 15.68% 13.22%
-----------------------------------
</TABLE>

* The Morgan Stanley International Worldwide Index is a market
capitalization weighted index composed of countries
representative of the market structure of 47 developed and
emerging markets.

Risk return summary 9
<PAGE>

Since Janus Global Life Sciences Fund and Janus Global Technology
Fund did not commence operations until December 31, 1998, there
is no performance shown.

The Growth Funds' past performance does not necessarily indicate
how they will perform in the future.

10 Janus Equity Funds
<PAGE>

COMBINATION FUNDS

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

1. WHAT ARE THE INVESTMENT OBJECTIVES OF THE COMBINATION FUNDS?

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

- JANUS BALANCED FUND seeks long-term capital growth, consistent
with preservation of capital and balanced by current income.

- JANUS EQUITY INCOME FUND seeks current income and long-term
growth of capital.

- JANUS GROWTH AND INCOME FUND seeks long-term capital growth and
current income.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF THE COMBINATION FUNDS?

The portfolio managers apply a "bottom up" approach in choosing
investments. In other words, they look mostly for equity and
income-producing securities that meet their investment criteria
one at a time. If a portfolio manager is unable to find such
investments, much of a Fund's assets may be in cash or similar
investments.

JANUS BALANCED FUND normally invests 40-60% of its assets in
securities selected primarily for their growth potential and
40-60% of its assets in securities selected primarily for their
income potential. The Fund will normally invest at least 25% of
its assets in fixed-income securities.

Risk return summary 11
<PAGE>

JANUS EQUITY INCOME FUND normally emphasizes investments in
common stocks, and growth potential is a significant investment
consideration. Normally, it invests at least 65% of its assets in
income-producing equity securities.

JANUS GROWTH AND INCOME FUND normally emphasizes investments in
common stocks. It will normally invest up to 75% of its assets in
equity securities selected primarily for their growth potential,
and at least 25% of its assets in securities the portfolio
manager believes have income potential. Equity securities may
make up part of this income component if they currently pay
dividends or the portfolio manager believes they have potential
for increasing or commencing dividend payments.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN THE COMBINATION FUNDS?

The biggest risk is that the Funds' returns may vary, and you
could lose money. If you are considering investing in any of the
Combination Funds, remember that they are each designed for
long-term investors who can accept the risks of investing in a
portfolio with significant common stock holdings. Common stocks
tend to be more volatile than other investment choices.

The value of a Fund's portfolio may decrease if the value of an
individual company in the portfolio decreases. The value of a
Fund's portfolio could also decrease if the stock market goes
down. If the value of a Fund's portfolio decreases, a Fund's NAV
will also decrease, which means if you sell your shares in a Fund
you would get back less money.

The income component of the Funds' portfolios includes fixed-
income securities. A fundamental risk to the income component is
that the value of these securities will fall if interest rates
rise. Generally, the value of a fixed-income portfolio will
decrease when interest rates rise, which means the Fund's NAV may
likewise decrease. Another fundamental risk associated with
fixed-income securities is credit risk, which is the risk that an
issuer will be unable to make principal and interest payments
when due.

12 Janus Equity Funds
<PAGE>

An investment in these Funds is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

The following information illustrates how each Combination Fund's
performance has varied over time. The bar chart depicts the
change in performance from year-to-year during the period
indicated. The tables compare each Fund's average annual returns
for the period indicated to a broad-based securities market
index.

Risk return summary 13
<PAGE>

JANUS BALANCED FUND

A BAR CHART showing Annual Total Returns for Janus Balanced Fund from 1993
through 1998:

<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C> <C> <C> <C> <C>
10.56% 0.02% 27.31% 15.30% 21.81% 31.20%
1993 1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

Best Quarter: 4th-1998 18.75% Worst Quarter: 3rd-1998 (4.49%)
</TABLE>

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/1/92)
<S> <C> <C> <C>
Janus Balanced Fund 31.20% 18.60% 18.43%
S&P 500 Index* 28.74% 24.08% 21.54%
Lehman Brothers Gov't/Corp Bond Index+ 9.47% 7.30% 7.73%
----------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500
Stocks, a widely recognized, unmanaged index of common stock
prices.
+ Lehman Brothers Gov't/Corp Bond Index is composed of all bonds
that are of investment grade with at least one year until
maturity.

JANUS EQUITY INCOME FUND

A BAR CHART showing Annual Total Returns for Janus Equity Income Fund from 1997
through 1998:
<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C>
31.08% 40.05%
1997 1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

Best Quarter: 4th-1998 26.34% Worst Quarter: 3rd-1998 (8.06%)
</TABLE>

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year (6/28/96)
<S> <C> <C>
Janus Equity Income Fund 40.05% 35.11%
S&P 500 Index++ 28.74% 29.74%
-----------------------
</TABLE>

++ The S&P 500 is the Standard & Poor's Composite Index of 500
Stocks, a widely recognized, unmanaged index of common stock
prices.

14 Janus Equity Funds
<PAGE>

JANUS GROWTH AND INCOME FUND

A BAR CHART showing Annual Total Returns for Janus Growth and Income Fund from
1992 through 1998:
<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C> <C> <C> <C> <C> <C>
5.35% 6.70% (4.87%) 36.35% 26.03% 34.66% 34.87%
1992 1993 1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

Best Quarter: 4th-1998 21.49% Worst Quarter: 3rd-1998 (8.97%)
</TABLE>

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year 5 years (5/15/91)
<S> <C> <C> <C>
Janus Growth and Income Fund 34.87% 24.31% 22.08%
S&P 500 Index* 28.74% 24.08% 20.00%
-----------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500
Stocks, a widely recognized, unmanaged index of common stock
prices.

The Combination Funds' past performance does not necessarily
indicate how they will perform in the future.

Risk return summary 15
<PAGE>

FEES AND EXPENSES

SHAREHOLDER FEES, such as sales loads, redemption fees or
exchange fees, are charged directly to an investor's account. All
Janus funds are no-load investments, so you will not pay any
shareholder fees when you buy or sell shares of the Funds.

ANNUAL FUND OPERATING EXPENSES are paid out of a Fund's assets
and include fees for portfolio management, maintenance of
shareholder accounts, shareholder servicing, accounting and other
services. You do not pay these fees directly but, as the example
on the next page shows, these costs are borne indirectly by all
shareholders.

16 Janus Equity Funds
<PAGE>

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds. It is based upon gross expenses (without the effect of
expense offset arrangements) for the fiscal year ended October 31, 1998.

<TABLE>
<CAPTION>
Management Other Total Annual Fund
Fee Expenses Operating Expenses
<S> <C> <C> <C>
Janus Fund 0.65% 0.22% 0.87%
Janus Enterprise Fund 0.72% 0.36% 1.08%
Janus Mercury Fund 0.67% 0.30% 0.97%
Janus Olympus Fund 0.70% 0.31% 1.01%
Janus Special Situations Fund 0.70% 0.38% 1.08%
Janus Global Life Sciences Fund 0.75% 0.50%(1) 1.25%
Janus Global Technology Fund 0.75% 0.50%(1) 1.25%
Janus Worldwide Fund 0.65% 0.27% 0.92%
Janus Balanced Fund 0.72% 0.31% 1.03%
Janus Equity Income Fund 0.75% 0.46% 1.21%
Janus Growth and Income Fund 0.67% 0.29% 0.96%
</TABLE>

- --------------------------------------------------------------------------------
(1) "Other Expenses" are based on the estimated expenses that the Fund
expects to incur in its initial fiscal year.
- --------------------------------------------------------------------------------

EXAMPLE:
This example is intended to help you compare the cost of investing in
the Funds with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in each of the Funds for the time
periods indicated then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return
each year and that the Funds' operating expenses remain the same.
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
----------------------------------------
Janus Fund $ 89 $278 $482 $1,073
Janus Enterprise Fund $110 $343 $595 $1,317
Janus Mercury Fund $ 99 $309 $536 $1,190
Janus Olympus Fund $103 $322 $558 $1,236
Janus Special Situations Fund $110 $343 $595 $1,317
Janus Global Life Sciences Fund $127 $397 N/A N/A
Janus Global Technology Fund $127 $397 N/A N/A
Janus Worldwide Fund $ 94 $293 $509 $1,131
Janus Balanced Fund $105 $328 $569 $1,259
Janus Equity Income Fund $123 $384 $665 $1,466
Janus Growth and Income Fund $ 98 $306 $531 $1,178
</TABLE>

Risk return summary 17
<PAGE>
Investment objectives, principal
investment strategies
and risks

GROWTH FUNDS

This section takes a closer look at the investment objectives of
each of the Growth Funds, their principal investment strategies
and certain risks of investing in the Growth Funds. Strategies
and policies that are noted as "fundamental" cannot be changed
without a shareholder vote.

Please carefully review the "Risks" section of this Prospectus on
pages 30-34 for a discussion of risks associated with certain
investment techniques. We've also included a Glossary with
descriptions of investment terms used throughout this Prospectus.

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

DOMESTIC GROWTH FUNDS

JANUS FUND
Janus Fund seeks long-term growth of capital in a manner
consistent with the preservation of capital. It pursues its
objective by investing primarily in common stocks selected for
their growth potential. Although the Fund can invest in companies
of any size, it generally invests in larger, more established
companies.

JANUS ENTERPRISE FUND
Janus Enterprise Fund seeks long-term growth of capital. It
pursues its objective by investing primarily in common stocks
selected for their growth potential, and normally invests at
least 50% of its equity assets in medium-sized companies. Medium-
sized companies are those whose market capitalizations fall
within the range of companies in the S&P MidCap 400 Index. Market
capitalization is a commonly used measure of the size and value
of a company. The market capitalizations within the Index will
vary, but as of December 31, 1998, they ranged from approximately
$142 million to $73 billion.

JANUS MERCURY FUND
Janus Mercury Fund seeks long-term growth of capital. It pursues
its objective by investing primarily in common stocks selected
for

18 Janus Equity Funds
<PAGE>

their growth potential. The Fund may invest in companies of any
size, from larger, well-established companies to smaller,
emerging growth companies.

JANUS OLYMPUS FUND
Janus Olympus Fund seeks long-term growth of capital. It pursues
its objective by investing primarily in common stocks selected
for their growth potential. The Fund may invest in companies of
any size, from larger, well-established companies to smaller,
emerging growth companies.

JANUS SPECIAL SITUATIONS FUND
Janus Special Situations Fund seeks capital appreciation. It
pursues its objective by investing primarily in common stocks
selected for their capital appreciation potential. The Fund
emphasizes stocks of "special situation" companies that the
portfolio manager believes have been overlooked or undervalued by
other investors. A "special situation" arises when, in the
portfolio manager's opinion, securities of a particular company
will appreciate in value due to a specific development. The
portfolio manager pays particular attention to companies that he
thinks may have high free cash flows.

GLOBAL GROWTH FUNDS

JANUS GLOBAL LIFE SCIENCES FUND
Janus Global Life Sciences Fund seeks long-term growth of
capital. It pursues its objective by investing primarily in
equity securities of U.S. and foreign companies selected for
their growth potential. Normally, it invests at least 65% of its
total assets in securities of companies that the portfolio
manager believes have a life science orientation. As a
fundamental policy, the Fund normally invests at least 25% of its
total assets, in the aggregate, in the following industry groups:
health care; pharmaceuticals; agriculture; cosmetics/personal
care; and biotechnology.

Investment objectives, principal investment strategies and risks 19
<PAGE>

JANUS GLOBAL TECHNOLOGY FUND
Janus Global Technology Fund seeks long-term growth of capital.
It pursues its objective by investing primarily in equity
securities of U.S. and foreign companies selected for their
growth potential. Normally, it invests at least 65% of its total
assets in securities of companies that the portfolio manager
believes will benefit significantly from advances or improvements
in technology. These companies generally fall into two
categories:

a. Companies that the portfolio manager believes have or will
develop products, processes or services that will provide
significant technological advancements or improvements; and

b. Companies that the portfolio manager believes rely extensively
on technology in connection with their operations or services.

JANUS WORLDWIDE FUND
Janus Worldwide Fund seeks long-term growth of capital in a
manner consistent with the preservation of capital. It pursues
its objective by investing primarily in common stocks of
companies of any size throughout the world. The Fund normally
invests in issuers from at least five different countries,
including the United States. The Fund may at times invest in
fewer than five countries or even a single country.

20 Janus Equity Funds
<PAGE>

The following questions and answers are designed to help you better understand
the Growth Funds' principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

Each of the Funds may invest substantially all of its assets in
common stocks if its portfolio manager believes that common
stocks will appreciate in value. The portfolio managers generally
take a "bottom up" approach to selecting companies. In other
words, they seek to identify individual companies with earnings
growth potential that may not be recognized by the market at
large. They make this assessment by looking at companies one at a
time, regardless of size, country of organization, place of
principal business activity, or other similar selection criteria.
Realization of income is not a significant consideration when
choosing investments for the Funds. Income realized on the Funds'
investments will be incidental to their objectives.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally, yes. The portfolio managers seek companies that meet
their selection criteria, regardless of where a company is
located. Foreign securities are generally selected on a
stock-by-stock basis without regard to any defined allocation
among countries or geographic regions. However, certain factors
such as expected levels of inflation, government policies
influencing business conditions, the outlook for currency
relationships, and prospects for economic growth among countries,
regions or geographic areas may warrant greater consideration in
selecting foreign securities. There are no limitations on the
countries in which the Funds may invest and the Funds may at
times have significant foreign exposure.

3. WHAT IS A "SPECIAL SITUATION"?

Each Fund may invest in special situations. A special situation
arises when a portfolio manager believes that the securities of
an issuer will be recognized and appreciate in value due to a
specific development with respect to that issuer. Special
situations may include significant changes in a company's
allocation of its existing

Investment objectives, principal investment strategies and risks 21
<PAGE>

capital, a restructuring of assets, or a redirection of free cash
flows. For example, issuers undergoing significant capital
changes may include companies involved in spin-offs, sales of
divisions, mergers or acquisitions, companies emerging from
bankruptcy, or companies initiating large changes in their debt
to equity ratio. Companies that are redirecting cash flows may be
reducing debt, repurchasing shares or paying dividends. Special
situations may also result from (i) significant changes in
industry structure through regulatory developments or shifts in
competition; (ii) a new or improved product, service, operation
or technological advance; (iii) changes in senior management; or
(iv) significant changes in cost structure. As noted previously,
Janus Special Situations Fund emphasizes this type of strategy.

4. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the
size and value of a company. It is computed by multiplying the
current market price of a share of the company's stock by the
total number of its shares outstanding. As noted previously,
market capitalization is an important investment criteria for
Janus Enterprise Fund. Although the other Growth Funds offered by
this Prospectus do not emphasize companies of any particular
size, Funds with a larger asset base (e.g., Janus Fund) are more
likely to invest in larger, more established issuers.

5. WHAT DOES "LIFE SCIENCE ORIENTATION" MEAN IN RELATION TO JANUS GLOBAL LIFE
SCIENCES FUND?

Generally speaking, the "life sciences" relate to maintaining or
improving quality of life. So, for example, companies with a
"life science orientation" include companies engaged in research,
development, production or distribution of products or services
related to health and personal care, medicine or pharmaceuticals.
Life science oriented companies also include companies that the
portfolio manager believes have growth potential primarily as a
result of particular products, technology, patents or other
market advantages in the life sciences. Life sciences encompass a
variety of industries, including health care, nutrition,
agriculture, medical

22 Janus Equity Funds
<PAGE>

diagnostics, nuclear and biochemical research and development and
health care facilities ownership and operation.

6. HOW DOES JANUS GLOBAL TECHNOLOGY FUND'S INDUSTRY POLICY DIFFER FROM THAT OF
JANUS GLOBAL LIFE SCIENCES FUND?

Unlike Janus Global Life Sciences Fund, Janus Global Technology
Fund will not concentrate its investments in any particular
industry or group of related industries. As a result, its
portfolio manager may have more flexibility to find companies
that he believes will benefit from advances or improvements in
technology in a number of industries. Nevertheless, the Fund may
hold a significant portion of its assets in industries such as:
aerospace/ defense; biotechnology; computers; office/business
equipment; semiconductors; software; telecommunications; and
telecommunications equipment.

Investment objectives, principal investment strategies and risks 23
<PAGE>

COMBINATION FUNDS

This section takes a closer look at the investment objectives of
each of the Combination Funds, their principal investment
strategies and certain risks of investing in the Combination
Funds. Strategies and policies that are noted as "fundamental"
cannot be changed without a shareholder vote.

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

JANUS BALANCED FUND
Janus Balanced Fund seeks long-term capital growth, consistent
with preservation of capital and balanced by current income. It
pursues its objective by normally investing 40-60% of its assets
in securities selected primarily for their growth potential and
40-60% of its assets in securities selected primarily for their
income potential. This Fund normally invests at least 25% of its
assets in fixed-income securities.

JANUS EQUITY INCOME FUND
Janus Equity Income Fund seeks current income and long-term
growth of capital. It pursues its objective by normally
emphasizing investments in common stocks, and growth potential is
a significant investment consideration. The Fund tries to provide
a lower level of volatility than the S&P 500 Index. Normally, it
invests at least 65% of its assets in income-producing equity
securities including common and preferred stocks, warrants and
securities that are convertible to common or preferred stocks.

JANUS GROWTH AND INCOME FUND
Janus Growth and Income Fund seeks long-term capital growth and
current income. It normally emphasizes investments in common
stocks. It will normally invest up to 75% of its assets in equity
securities selected primarily for their growth potential, and

24 Janus Equity Funds
<PAGE>

at least 25% of its assets in securities the portfolio manager
believes have income potential. Because of this investment
strategy, the Fund is not designed for investors who need
consistent income.

The following questions and answers are designed to help you better understand
the Combination Funds' principal investment strategies.

1. HOW DO THE COMBINATION FUNDS DIFFER FROM EACH OTHER?

Janus Growth and Income Fund places a greater emphasis on
aggressive growth stocks and may derive a greater portion of its
income from dividend-paying common stocks. Because of these
factors, its NAV can be expected to fluctuate more than the other
Combination Funds. Although Janus Equity Income Fund invests
substantially all of its assets in common stocks, it emphasizes
investments in dividend-paying common stocks and other equity
securities characterized by relatively greater price stability,
and thus may be expected to be less volatile than Janus Growth
and Income Fund, as discussed in more detail below. Janus
Balanced Fund places a greater emphasis on the income component
of its portfolio and invests to a greater degree in securities
selected primarily for their income potential. As a result it is
expected to be the least volatile of the Combination Funds.

2. HOW DOES JANUS EQUITY INCOME FUND TRY TO LIMIT PORTFOLIO VOLATILITY?

Janus Equity Income Fund seeks to provide a lower level of
volatility than the stock market at large, as measured by the S&P
500 Index. The lower volatility sought by this Fund is expected
to result primarily from investments in dividend-paying common
stocks and other equity securities characterized by relatively
greater price stability. The greater price stability sought by
Janus Equity Income Fund may be characteristic of companies that
generate above average free cash flows. A company may use free
cash flows for a number of purposes including commencing or
increasing dividend payments, repurchasing its own stock or
retiring outstanding debt. The portfolio manager also considers
growth potential in selecting this Fund's securities and may hold
securities selected solely for their growth potential.

Investment objectives, principal investment strategies and risks 25
<PAGE>

3. HOW ARE COMMON STOCKS SELECTED FOR THE COMBINATION FUNDS IN COMPARISON TO THE
GROWTH FUNDS?

Because income is a part of the investment objective of the
Combination Funds, a portfolio manager may consider dividend-
paying characteristics to a greater degree in selecting common
stocks for these Funds.

4. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF JANUS
BALANCED FUND'S AND JANUS GROWTH AND INCOME FUND'S PORTFOLIOS?

Janus Balanced Fund and Janus Growth and Income Fund shift assets
between the growth and income components of their portfolios
based on the portfolio managers' analysis of relevant market,
financial and economic conditions. If a portfolio manager
believes that growth securities will provide better returns than
the yields then available or expected on income-producing
securities, that Fund will place a greater emphasis on the growth
component.

5. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF THE COMBINATION
FUNDS' PORTFOLIOS?

The growth component of the Combination Funds' portfolios is
expected to consist primarily of common stocks, but may also
include warrants, preferred stocks or convertible securities
selected primarily for their growth potential.

6. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF JANUS BALANCED
FUND'S AND JANUS GROWTH AND INCOME FUND'S PORTFOLIOS?

The income component of Janus Balanced Fund and Janus Growth and
Income Fund will consist of securities that a portfolio manager
believes have income potential. Such securities may include
equity securities, convertible securities and all types of debt
securities. Equity securities may be included in the income
component of a Fund if they currently pay dividends or a
portfolio manager believes they have the potential for either
increasing their dividends or commencing dividends, if none are
currently paid.

26 Janus Equity Funds
<PAGE>

GENERAL PORTFOLIO POLICIES

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

CASH POSITION
When a Fund's portfolio manager believes that market conditions
are unfavorable for profitable investing, or when he or she is
otherwise unable to locate attractive investment opportunities,
the Funds' cash or similar investments may increase. In other
words, the Funds do not always stay fully invested in stocks and
bonds. Cash or similar investments generally are a
residual - they represent the assets that remain after a
portfolio manager has committed available assets to desirable
investment opportunities. However, a portfolio manager may also
temporarily increase a Fund's cash position to protect its assets
or maintain liquidity. Partly because the portfolio managers act
independently of each other, the cash positions of the Funds may
vary significantly.

When a Fund's investments in cash or similar investments
increase, it may not participate in market advances or declines
to the same extent that it would if the Fund remained more fully
invested in stocks or bonds.

Investment objectives, principal investment strategies and risks 27
<PAGE>

OTHER TYPES OF INVESTMENTS
The Growth Funds invest primarily in domestic and foreign equity
securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred
stocks. The Combination Funds also invest in domestic and foreign
equity securities with varying degrees of emphasis on income. The
Funds may also invest to a lesser degree in other types of
securities. These securities (which are described in the
Glossary) may include:

- debt securities

- indexed/structured securities

- high-yield/high-risk securities (less than 35% of each Fund's
assets)

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or
forward commitment basis

ILLIQUID INVESTMENTS
Each Fund may invest up to 15% of its net assets in illiquid
investments. An illiquid investment is a security or other
position that cannot be disposed of quickly in the normal course
of business. For example, some securities are not registered
under U.S. securities laws and cannot be sold to the U.S. public
because of SEC regulations (these are known as "restricted
securities"). Under procedures adopted by the Funds' Trustees,
certain restricted securities may be deemed liquid, and will not
be counted toward this 15% limit.

FOREIGN SECURITIES
The Funds may invest without limit in foreign equity and debt
securities. The Funds may invest directly in foreign securities
denominated in a foreign currency and not publicly traded in the
United States. Other ways of investing in foreign securities

28 Janus Equity Funds
<PAGE>

include depositary receipts or shares, and passive foreign
investment companies.

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

PORTFOLIO TURNOVER
The Funds generally intend to purchase securities for long-term
investment although, to a limited extent, a Fund may purchase
securities in anticipation of relatively short-term price gains.
Short-term transactions may also result from liquidity needs,
securities having reached a price or yield objective, changes in
interest rates or the credit standing of an issuer, or by reason
of economic or other developments not foreseen at the time of the
investment decision. A Fund may also sell one security and
simultaneously purchase the same or a comparable security to take
advantage of short-term differentials in bond yields or
securities prices. Changes are made in a Fund's portfolio
whenever its portfolio manager believes such changes are
desirable. Portfolio turnover rates are generally not a factor in
making buy and sell decisions.

Janus Global Technology Fund may invest in companies with
relatively short product cycles, for example, 6 to 9 months.
Consequently, its portfolio turnover may be more frequent than
other growth funds. Increased portfolio turnover may result in
higher costs for brokerage commissions, dealer mark-ups and other
transaction costs and may also result in taxable capital gains.

Investment objectives, principal investment strategies and risks 29
<PAGE>

Higher costs associated with increased portfolio turnover may
offset gains in a Fund's performance.

RISKS

Because the Funds may invest substantially all of their assets in
common stocks, the main risk is the risk that the value of the
stocks they hold might decrease in response to the activities of
an individual company or in response to general market and/or
economic conditions. If this occurs, a Fund's share price may
also decrease. A Fund's performance may also be affected by risks
specific to certain types of investments, such as foreign
securities, derivative investments, non-investment grade debt
securities or companies with relatively small market
capitalizations. Janus Global Life Sciences Fund's and Janus
Global Technology Fund's performance may also be affected by
industry risk.

The following questions and answers are designed to help you better understand
some of the risks of investing in the Funds.

1. THE FUNDS MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

Particularly in the area of technology, many attractive
investment opportunities may be smaller, start-up companies
offering emerging products or services. Smaller or newer
companies may suffer more significant losses as well as realize
more substantial growth than larger or more established issuers
because they may lack depth of management, be unable to generate
funds necessary for growth or potential development, or be
developing or marketing new products or services for which
markets are not yet established and may never become established.
In addition, such companies may be insignificant factors in their
industries and may become subject to intense competition from
larger or more established companies. Securities of smaller or
newer companies may have more limited trading markets than the
markets for securities of larger or more established issuers, and
may be subject to wide price fluctuations. Investments in such
companies tend to be more volatile and somewhat more speculative.

30 Janus Equity Funds
<PAGE>

2. HOW DOES THE NONDIVERSIFIED STATUS OF JANUS ENTERPRISE FUND, JANUS OLYMPUS
FUND, JANUS SPECIAL SITUATIONS FUND, JANUS GLOBAL LIFE SCIENCES FUND AND
JANUS GLOBAL TECHNOLOGY FUND AFFECT THEIR RISK?

Diversification is a way to reduce risk by investing in a broad
range of stocks or other securities. A "nondiversified" fund has
the ability to take larger positions in a smaller number of
issuers. Because the appreciation or depreciation of a single
stock may have a greater impact on the NAV of a nondiversified
fund, its share price can be expected to fluctuate more than a
comparable diversified fund. This fluctuation, if significant,
may affect the performance of a Fund.

3. WHAT IS "INDUSTRY RISK"?

Industry risk is the possibility that a group of related stocks
will decline in price due to industry-specific developments.
Companies in the same or similar industries may share common
characteristics and are more likely to react similarly to
industry-specific market or economic developments. In the life
sciences, for example, many companies are subject to government
regulation and approval of their products and services, which may
affect their price or availability. In addition, the products and
services offered by these companies may quickly become obsolete
in the face of scientific or technological developments. The
economic outlook of such companies may fluctuate dramatically due
to changes in regulatory or competitive environments. In
technology-related industries, competitive pressures may have a
significant effect on the performance of companies in which Janus
Global Technology Fund may invest. In addition, technology and
technology-related companies often progress at an accelerated
rate, and these companies may be subject to short product cycles
and aggressive pricing which may increase their volatility.

Janus Global Life Sciences Fund invests in a concentrated
portfolio, which may result in greater exposure to related
industries. As a result, the Fund may be more volatile than a
less concentrated portfolio. Although Janus Global Technology
Fund does not "concentrate" in a specific group of industries, it
may at

Investment objectives, principal investment strategies and risks 31
<PAGE>

times have significant exposure to companies in a variety of
technology-related industries.

4. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

The portfolio managers carefully research each potential
investment before making an investment decision and, among other
things, consider Year 2000 readiness when selecting portfolio
holdings. However, there is no guarantee that the information a
portfolio manager receives regarding a company's Year 2000
readiness is completely accurate. If a company has not
satisfactorily addressed Year 2000 issues, the Fund's performance
could suffer.

5. HOW COULD THE FUNDS' INVESTMENTS IN FOREIGN SECURITIES AFFECT THEIR
PERFORMANCE?

The Funds may invest without limit in foreign securities either
indirectly (e.g., depositary receipts) or directly in foreign
markets. Investments in foreign securities, including those of
foreign governments, may involve greater risks than investing in
domestic securities because the Funds' performance may depend on
issues other than the performance of a particular company. These
issues include:

- CURRENCY RISK. As long as a Fund holds a foreign security, its
value will be affected by the value of the local currency
relative to the U.S. dollar. When a Fund sells a foreign
denominated security, its value may be worth less in U.S.
dollars even if the security increases in value in its home
country. U.S. dollar denominated securities of foreign issuers
may also be affected by currency risk.

- POLITICAL AND ECONOMIC RISK. Foreign investments may be subject
to heightened political and economic risks, particularly in
emerging markets which may have relatively unstable
governments, immature economic structures, national policies
restricting investments by foreigners, different legal systems,
and economies based on only a few industries. In some
countries,

32 Janus Equity Funds
<PAGE>

there is the risk that the government may take over the assets
or operations of a company or that the government may impose
taxes or limits on the removal of a Fund's assets from that
country.

- REGULATORY RISK. There may be less government supervision of
foreign markets. As a result, foreign issuers may not be
subject to the uniform accounting, auditing and financial
reporting standards and practices applicable to domestic
issuers and there may be less publicly available information
about foreign issuers.

- MARKET RISK. Foreign securities markets, particularly those of
emerging market countries, may be less liquid and more volatile
than domestic markets. Certain markets may require payment for
securities before delivery and delays may be encountered in
settling securities transactions. In some foreign markets,
there may not be protection against failure by other parties to
complete transactions.

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

6. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

High-yield/high-risk securities (or "junk" bonds) are securities
rated below investment grade by the primary rating agencies such
as Standard & Poor's and Moody's. The value of lower quality
securities generally is more dependent on credit risk, or the
ability of the issuer to meet interest and principal payments,
than investment grade debt securities. Issuers of high-yield
securities may not be as strong financially as those issuing
bonds with higher credit ratings and are more vulnerable to real
or perceived economic changes, political changes or adverse
developments specific to the issuer.

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

Investment objectives, principal investment strategies and risks 33
<PAGE>

7. HOW DO THE FUNDS TRY TO REDUCE RISK?

The Funds may use futures, options and other derivative
instruments to "hedge" or protect their portfolios from adverse
movements in securities prices and interest rates. The Funds may
also use a variety of currency hedging techniques, including
forward currency contracts, to manage exchange rate risk. The
Funds believe the use of these instruments will benefit the
Funds. However, a Fund's performance could be worse than if the
Fund had not used such instruments if a portfolio manager's
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

34 Janus Equity Funds
<PAGE>

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35
<PAGE>

Janus Equity Funds
<PAGE>

Shareholder's
Manual

This section will help you become
familiar with the different types
of accounts you can establish with
Janus. It also explains in detail
the wide array of services and
features you can establish on your
account, as well as account
policies and fees that may apply
to your account. Account policies
(including fees), services and
features may be modified or
discontinued without shareholder
approval or prior notice.

[JANUS LOGO]
<PAGE>

HOW TO GET IN TOUCH WITH JANUS

Janus offers two Investor Service Centers for those individuals
who would like to conduct their investing in person. Our
representatives will be happy to assist you at either of the
following locations Monday-Friday 7:00 a.m. to 6:00 p.m. Mountain
time and Saturday 9:00 a.m. to 1:00 p.m. Mountain time.

100 Fillmore Street, Suite 100
Denver, CO 80206

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

QUICK ADDRESS AND TELEPHONE REFERENCE
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
MAILING ADDRESS JANUS XPRESSLINE(TM)
Janus 1-888-979-7737
P.O. Box 173375 For 24-hour access to account
Denver, CO 80217-3375 and fund information,
exchanges, purchases and
FOR OVERNIGHT CARRIER redemptions, automated daily
Janus quotes on fund share prices,
Suite 101 yields and total returns.
3773 Cherry Creek North Drive
Denver, CO 80209-3811 TDD
1-800-525-0056
INVESTOR SERVICE REPRESENTATIVES A telecommunications device
If you have any questions while reading for our hearing- and
this Prospectus, please call one of our speech-impaired shareholders.
Investor Service Representatives at
1-800-525-3713 Monday-Friday: 8:00 JANUS LITERATURE LINE
a.m.-8:00 p.m., and Saturday: 10:00 1-800-525-8983
a.m.-4:00 p.m., New York time. To request a prospectus,
shareholder reports or
JANUS INTERNET ADDRESS marketing materials 24 hours a
janus.com day.
</TABLE>

38 Janus Equity Funds
<PAGE>

MINIMUM INVESTMENTS*
- ---------------------------------------------

<TABLE>
<S> <C>
To open a new regular account $2,500
To open a new retirement,
education or UGMA/UTMA account $ 500
To open a new regular account with
an Automatic Investment Program $ 500**
To add to any type of an account $ 100+
</TABLE>

* The Funds reserve the right to
change the amount of these
minimums from time to time or
to waive them in whole or in
part for certain types of
accounts.
** An Automatic Investment Program
requires a $100 minimum
automatic investment per month
until the account balance
reaches $2,500.
+ The minimum subsequent
investment for IRA UGMA/UTMA
accounts is $50.

TYPES OF ACCOUNT OWNERSHIP

If you are investing in the Funds for the first time, you will
need to establish an account. You can establish the following
types of accounts by completing a New Account Application. To
request an application, call 1-800-525-3713 or visit our Web site
at janus.com to download an application.

INDIVIDUAL OR JOINT OWNERSHIP
Individual accounts are owned by one person. Joint accounts have
two or more owners.

A GIFT OR TRANSFER TO MINOR (UGMA OR UTMA)
An UGMA/UTMA account is a custodial account managed for the
benefit of a minor. To open an UGMA or UTMA account, you must
include the minor's Social Security number on the application.

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

Shareholder's manual 39
<PAGE>

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

TAX-DEFERRED ACCOUNTS

If you are eligible, you may set up one or more tax-deferred
accounts. A tax-deferred account allows you to shelter your
investment income and capital gains from current income taxes. A
contribution to certain of these plans may also be tax
deductible. Tax-deferred accounts include retirement plans
described below and the Education IRA. Distributions from these
plans are generally subject to income tax and may be subject to
an additional tax if withdrawn prior to age 59 1/2 or used for a
nonqualifying purpose. Investors should consult their tax adviser
or legal counsel before selecting a tax-deferred account.

Investors Fiduciary Trust Company serves as custodian for the
tax-deferred accounts offered by the Funds. You will be charged
an annual account maintenance fee of $12 for each taxpayer
identification number no matter how many tax-deferred accounts
you have with Janus. You may pay the fee by check or have it
automatically deducted from your account (usually in December).
The custodian reserves the right to change the amount of this fee
or to waive it in whole or in part for certain types of accounts.

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

TRADITIONAL AND ROTH INDIVIDUAL RETIREMENT ACCOUNTS
Both types of IRAs allow most individuals with earned income to
contribute up to the lesser of $2,000 ($4,000 for most married
couples) or 100% of compensation annually. Please refer to the
Janus IRA booklet for more complete information regarding the
different types of IRAs.

40 Janus Equity Funds
<PAGE>

EDUCATION IRA
This plan allows individuals, subject to certain income
limitations, to contribute up to $500 annually on behalf of any
child under the age of 18. Please refer to the Janus IRA booklet
for more complete information regarding the Education IRA.

SIMPLIFIED EMPLOYEE PENSION PLAN
This plan allows small business owners (including sole
proprietors) to make tax-deductible contributions for themselves
and any eligible employee(s). A SEP requires an IRA (a SEP-IRA)
to be set up for each SEP participant.

PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
These plans are open to corporations, partnerships and sole
proprietors to benefit their employees and themselves.

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

HOW TO OPEN YOUR JANUS ACCOUNT

Complete and sign the appropriate application. Please be sure to
provide your Social Security or taxpayer identification number on
the application and make your check payable to Janus. The Funds
are available only to U.S. citizens or residents, and your
application will be returned if you do not meet these criteria.
Send all items to one of the addresses listed in the "Quick
Address and Telephone Reference" on page 38.

Shareholder's manual 41
<PAGE>

HOW TO PURCHASE SHARES

PAYING FOR SHARES

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

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

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

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

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

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

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

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

ONCE YOU HAVE OPENED YOUR JANUS ACCOUNT, THE MINIMUM AMOUNT FOR
AN ADDITIONAL INVESTMENT IS $100 ($50 FOR IRAS OR UGMA/UTMA
ACCOUNTS). You may add to your account at any time through any of
the following options:

BY MAIL

Complete the remittance slip attached at the bottom of your
confirmation statement. If you are making a purchase into a

42 Janus Equity Funds
<PAGE>

retirement account, please indicate whether the purchase is a
rollover or a current or prior year contribution. Send your check
made payable to Janus and remittance slip or written instructions
to one of the addresses listed previously. You may also request a
booklet of remittance slips for non-retirement accounts.

BY TELEPHONE

This service allows you to purchase additional shares quickly and
conveniently through an electronic transfer of money. To purchase
shares by telephone, call an Investor Service Representative at
1-800-525-3713 during normal business hours or call the Janus
XpressLine, 1-888-979-7737, for access to this option 24 hours a
day. When you make an additional purchase by telephone, Janus
will automatically debit your predesignated bank account for the
desired amount. To establish the telephone purchase option on
your new account, complete the "Telephone Purchase of Shares
Option" section on the application and attach a "voided" check or
deposit slip from your bank account. If your account is already
established, call 1-800-525-3713 to request the appropriate form.
This option will become effective ten business days after the
form is received.

BY WIRE

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

BY INTERNET

You must pre-establish the "Telephone Purchase of Shares Option"
to make a purchase on our Web site at janus.com. If you have
questions, please call 1-800-975-9932 to speak to a Janus
representative.

Shareholder's manual 43
<PAGE>

AUTOMATIC INVESTMENT PROGRAMS

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

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

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

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

HOW TO EXCHANGE SHARES

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

IN WRITING

To request an exchange in writing, please follow the instructions
for written requests on page 48.

44 Janus Equity Funds
<PAGE>

BY TELEPHONE

All accounts are automatically eligible for the telephone
exchange option. To exchange shares by telephone, call an
Investor Service Representative at 1-800-525-3713 during normal
business hours or call the Janus XpressLine, 1-888-979-7737, for
access to this option 24 hours a day.

BY SYSTEMATIC EXCHANGE

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

BY INTERNET

Exchanges may also be made on our Web site at janus.com.

EXCHANGE POLICIES

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

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

- You may make four exchanges out of each Fund during a calendar
year (exclusive of Systematic Exchanges). Exchanges in excess
of this limit may be subject to an exchange fee or may result
in termination of the exchange privilege.

- The Funds reserve the right to reject any exchange request and
to modify or terminate the exchange privilege at any time. For
example, the Funds may reject exchanges from accounts engaged

Shareholder's manual 45
<PAGE>

in or known to engage in trading in excess of the limit above
(including market timing transactions).

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

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

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

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

HOW TO REDEEM SHARES

On any business day, you may redeem all or a portion of your
shares. If the shares are held in certificate form, the
certificate must be returned with or before your redemption
request. Your transaction will be processed at the next NAV
calculated after your order is received and accepted. The
redemption may be suspended for 10 days following an address
change unless a signature guarantee is provided.

IN WRITING

To request a redemption in writing, please follow the
instructions for written requests on page 48.

BY TELEPHONE

Most accounts have the telephone redemption option, unless this
option was specifically declined on the application or in
writing. This option enables you to request redemptions daily
from your account by calling 1-800-525-3713 by the close of the
regular trading session of the New York Stock Exchange ("NYSE")
normally 4:00 p.m. New York time. You may also use Janus
XpressLine, 1-888-979-7737, for access to this option 24 hours a

46 Janus Equity Funds
<PAGE>

day. (There is a daily limit of $100,000 per account for
redemptions payable by check).

BY INTERNET

Redemptions may also be made on our Web site at janus.com.

SYSTEMATIC REDEMPTION OPTION

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

PAYMENT OF REDEMPTION PROCEEDS

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

BY ELECTRONIC TRANSFER
If you have established the electronic redemption option, your
redemption proceeds can be electronically transferred to your
predesignated bank account on the next bank business day after
receipt of your redemption request (wire transfer) or the second
bank business day after receipt of your redemption request (ACH
transfer). Wire transfers will be charged an $8 fee per wire and
your bank may charge an additional fee to receive the wire. ACH
transfers are made free of charge. Wire redemptions are not
available for retirement accounts.

If you would like to establish the electronic redemption option
on an existing account, please call 1-800-525-3713 to request the
appropriate form.

IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK, TELEPHONE,
ON OUR WEB SITE, OR THROUGH THE AUTOMATIC MONTHLY INVESTMENT
PROGRAM, THE FUNDS MAY DELAY THE PAYMENT OF YOUR REDEMPTION
PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF

Shareholder's manual 47
<PAGE>

PURCHASE TO ALLOW THE PURCHASE TO CLEAR. Unless you provide
alternate instructions, your proceeds will be invested in Janus
Money Market Fund - Investor Shares during the 15 day hold
period.

WRITTEN INSTRUCTIONS

To redeem or exchange all or part of your shares in writing, your
request should be sent to one of the addresses listed on page 38
and must include the following information:

- the name of the Fund(s)

- the account number(s)

- the amount of money or number of shares being redeemed or
exchanged

- the name(s) on the account

- the signature(s) of all registered account owners

- your daytime telephone number

SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON
Written instructions must be signed by each shareholder, exactly
as the names appear in the account registration.

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

SOLE PROPRIETOR, GENERAL PARTNER
Written instructions must be signed by an authorized individual
in his/her capacity as it appears on the account registration.

CORPORATION, ASSOCIATION
Written instructions must be signed by the person(s) authorized
to act on the account. In addition, a certified copy of the
corporate

48 Janus Equity Funds
<PAGE>

resolution authorizing the signer to act must accompany the
request.

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

IRA
Written instructions must be signed by the account owner. If you
do not want federal income tax withheld from your redemption, you
must state that you elect not to have such withholding apply. In
addition, your instructions must state whether the distribution
is normal (after age 59 1/2) or premature (before age 59 1/2)
and, if premature, whether any exceptions such as death or
disability apply with regard to the 10% additional tax on early
distributions.

SIGNATURE GUARANTEE

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

- You request a redemption by check that exceeds $100,000.

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

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

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

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

Shareholder's manual 49
<PAGE>

HOW TO OBTAIN A SIGNATURE GUARANTEE

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

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

PRICING OF FUND SHARES

All purchases, redemptions and exchanges will be processed at the
NAV next calculated after your request is received and accepted
by a Fund (or a Fund's agent or authorized designee). A Fund's
NAV is calculated at the close of the regular trading session of
the NYSE (normally 4:00 p.m. New York time) each day that the
NYSE is open. The NAV of Fund shares is not determined on days
the NYSE is closed (generally New Year's Day, Martin Luther King
Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas). In order to receive
a day's price, your order must be received by the close of the
regular trading session of the NYSE. Securities are valued at
market value or, if a market quotation is not readily available,
at their fair value determined in good faith under procedures
established by and under the supervision of the Trustees. Short-
term instruments maturing within 60 days are valued at amortized
cost, which approximates market value. See the SAI for more
detailed information.

50 Janus Equity Funds
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS XPRESSLINE(TM)

Janus XpressLine, our electronic telephone service, offers you
24-hour access by TouchTone(TM) telephone to obtain information
on account balances, Fund performance or dividends. You can also
make exchanges, purchases and redemptions in existing accounts,
request literature about any Janus fund, or order duplicate
statements. Janus XpressLine is accessed by calling
1-888-979-7737. Calls are limited to five minutes.

JANUS WEB SITE

Janus maintains a Web site located at JANUS.COM. You can
purchase, exchange and redeem shares and access information such
as your account balance and the Funds' NAVs through the Web site.
In order to engage in transactions on our Web site, you must
authorize us to transmit account information online and accept
online instructions (see janus.com and follow the procedures
accordingly). You may also need to have bank account information,
wire instructions or other options established on your account.
The Funds and their agents will not be responsible for any losses
resulting from unauthorized transactions on our Web site when
procedures designed for engaging in such transactions are
followed. If you have questions, please call 1-800-975-9932 to
speak to a Janus representative.

ACCOUNT MINIMUMS

Due to the proportionately higher costs of maintaining small
accounts, Janus reserves the right to deduct a $10 minimum
balance fee (or the value of the account if less than $10) from
accounts with values below the minimums described on page 39 or
to close such accounts. This policy will apply to accounts
participating in the Automatic Monthly Investment Program only if
your account balance does not reach the required minimum initial
investment or falls below such minimum and you have discontinued
monthly investments. This policy does not apply to

Shareholder's manual 51
<PAGE>

accounts that fall below the minimums solely as a result of
market value fluctuations. It is expected that, for purposes of
this policy, accounts will be valued in September, and the $10
fee will be assessed on the second Friday of September of each
year. You will receive notice before we charge the $10 fee or
close your account so that you may increase your account balance
to the required minimum.

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

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

TAXPAYER IDENTIFICATION NUMBER

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

52 Janus Equity Funds
<PAGE>

be subject to a $50 fee to reimburse the Funds for any penalty
that the IRS may impose.

SHARE CERTIFICATES

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

INVOLUNTARY REDEMPTIONS

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

TELEPHONE TRANSACTIONS

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

It may be difficult to reach an Investor Service Representative
by telephone during periods of unusual market activity. If you
are unable to reach a representative by telephone, please
consider sending written instructions, stopping by a Service
Center, calling the Janus XpressLine or visiting our Web site.

TEMPORARY SUSPENSION OF SERVICES

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

Shareholder's manual 53
<PAGE>

ADDRESS CHANGES

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

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

Investors participating in an automatic investment program will
receive quarterly confirmations of all transactions. In addition,
the Funds will send you an immediate transaction confirmation
statement after every non-systematic transaction. The Growth
Funds distribute dividend information annually. The Combination
Funds distribute dividend information quarterly.

The Funds produce financial reports, which include a list of each
of the Fund's portfolio holdings, semiannually and update their
prospectus annually. To reduce expenses, the Funds may choose to
mail only one report or prospectus to your household, even if
more than one person in the household has a Fund account. Please
call 1-800-525-3713 if you would like to receive additional
reports or prospectuses. The Funds reserve the right to charge a
fee for additional statement and report requests.

54 Janus Equity Funds
<PAGE>
Management of the funds

INVESTMENT ADVISER

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

Janus Capital began serving as investment adviser to Janus Fund
in 1970 and currently serves as investment adviser to all of the
Janus funds, acts as sub-adviser for a number of private-label
mutual funds and provides separate account advisory services for
institutional accounts.

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

MANAGEMENT EXPENSES

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

<TABLE>
<CAPTION>
Average Daily Net Assets of Funds Annual Rate Percentage (%)
<S> <C>
- ------------------------------------------------------------------------------------
First $300 Million 0.75
Next $200 Million 0.70
Over $500 Million 0.65
- ------------------------------------------------------------------------------------
</TABLE>
Each Fund incurs expenses not assumed by Janus Capital including
transfer agent and custodian fees and expenses, legal and
auditing fees, printing and mailing costs of sending reports and
other information to existing shareholders, and independent
Trustees' fees and expenses. The Annual Fund Operating Expenses
table on page 17 lists the actual management fees and total
operating expenses of each Fund for the most recent fiscal year.

Management of the funds 55
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

DAVID J. CORKINS
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Growth and Income Fund which he has managed since August
1997. He previously served as an assistant portfolio
manager of Janus Mercury Fund. He joined Janus Capital in
1995 as a research analyst specializing in domestic
financial services companies and a variety of foreign
industries. Prior to joining Janus he was the Chief
Financial Officer of Chase U.S. Consumer Services, Inc., a
Chase Manhattan mortgage business. He holds a Bachelor of
Arts in English and Russian from Dartmouth and received
his Master of Business Administration from Columbia
University in 1993.

JAMES P. CRAIG, III
- --------------------------------------------------------------------------------
is Chief Investment Officer of Janus Capital. He is
Executive Vice President and portfolio manager of Janus
Fund, which he has managed since 1986. He is also
Executive Vice President and a co-manager of Janus Venture
Fund, which he has managed since February 1, 1997. Mr.
Craig previously managed Janus Balanced Fund from December
1993 to December 1995. He holds a Bachelor of Arts in
Business from the University of Alabama and a Master of
Arts in Finance from the Wharton School of the University
of Pennsylvania.

DAVID C. DECKER
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Special Situations Fund, which he has managed since
inception, and an assistant portfolio manager of Janus
Fund. He joined Janus Capital in 1992 as a research
analyst and focused on companies in the automotive and
defense industries prior to managing Janus Special
Situations Fund.

56 Janus Equity Funds
<PAGE>

He obtained his Master of Business Administration in
Finance from the Fuqua School of Business at Duke
University and a Bachelor of Arts in Economics and
Political Science from Tufts University. Mr. Decker
received the Chartered Financial Analyst designation.

JAMES P. GOFF
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Enterprise Fund. Mr. Goff joined Janus Capital in 1988 and
has managed Janus Enterprise Fund since its inception. Mr.
Goff managed or co-managed Janus Venture Fund from
December 1993 to February 1, 1997. He holds a Bachelor of
Arts in Economics from Yale University and received the
Chartered Financial Analyst designation.

HELEN YOUNG HAYES
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Worldwide Fund. She is also Executive Vice President and
co-manager of Janus Overseas Fund. Ms. Hayes joined Janus
Capital in 1987 and has managed or co-managed Janus
Worldwide Fund and Janus Overseas Fund since their
inceptions. She holds a Bachelor of Arts in Economics from
Yale University and received the Chartered Financial
Analyst designation.

WARREN B. LAMMERT
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Mercury Fund. Mr. Lammert joined Janus Capital in 1987 and
has managed Janus Mercury Fund since its inception. He
previously co-managed Janus Venture Fund from December
1993 to December 1996. He holds a Bachelor of Arts in
Economics from Yale University and a Master of Science in
Economic History from the London School of Economics. Mr.
Lammert received the Chartered Financial Analyst
designation.

Management of the funds 57
<PAGE>

C. MIKE LU
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Global Technology Fund, which he has managed since
inception. He joined Janus Capital in 1991 as a research
analyst and has consistently focused on companies in the
technology industry. Mr. Lu has a Bachelor of Arts in
History and a Bachelor of Arts in Economics from Yale
University. Mr. Lu received the Chartered Financial
Analyst designation.

THOMAS R. MALLEY
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Global Life Sciences Fund, which he has managed since
inception. He joined Janus Capital in 1991 as a research
analyst and has focused on companies in the health care,
pharmaceutical and biotechnology industries. Mr. Malley
has a Bachelor of Science in Biology from Stanford
University and received the Chartered Financial Analyst
designation.

BLAINE P. ROLLINS
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Balanced Fund, which he has managed since January 1996,
and Janus Equity Income Fund, which he has managed since
inception. He is an assistant portfolio manager of Janus
Fund. Mr. Rollins joined Janus Capital in 1990 and gained
experience as a fixed-income trader and equity research
analyst prior to managing Janus Balanced Fund. He holds a
Bachelor of Science in Finance from the University of
Colorado and received the Chartered Financial Analyst
designation.

58 Janus Equity Funds
<PAGE>

CLAIRE YOUNG
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Olympus Fund which she has managed since August 1997. She
previously served as an assistant portfolio manager of
Janus Growth and Income Fund and Janus Twenty Fund. Ms.
Young joined Janus Capital in January 1992. She holds a
Bachelor of Science in Electrical Engineering from Yale
University and received the Chartered Financial Analyst
designation.

ASSISTANT PORTFOLIO MANAGERS

LAURENCE J. CHANG
- --------------------------------------------------------------------------------
is assistant portfolio manager of Janus Worldwide Fund. He
is also Executive Vice President and co-manager of Janus
Overseas Fund. Mr. Chang joined Janus Capital in 1993 as a
research analyst. He received an undergraduate degree with
honors in Religion and Philosophy from Dartmouth College
and a Master's Degree in Political Science from Stanford
University. Mr. Chang received the Chartered Financial
Analyst designation.

KAREN L. REIDY
- --------------------------------------------------------------------------------
is an assistant portfolio manager of Janus Fund. Prior to
joining Janus Capital in 1995, she worked for Price
Waterhouse in the Mergers and Acquisitions area,
performing corporate due diligence, and as an audit
senior, analyzing financials for corporate clients. She
received an undergraduate degree in Accounting from the
University of Colorado. She is seeking the Chartered
Financial Analyst designation.

Management of the funds 59
<PAGE>
Other information

SIZE OF FUNDS

Although there is no present intention to do so, the Funds may
discontinue sales of their shares if management and the Trustees
believe that continued sales may adversely affect a Fund's
ability to achieve its investment objective. If sales of a Fund
are discontinued, it is expected that existing shareholders of
that Fund would be permitted to continue to purchase shares and
to reinvest any dividends or capital gains distributions, absent
highly unusual circumstances.

YEAR 2000

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.

60 Janus Equity Funds
<PAGE>
Distributions and taxes

DISTRIBUTIONS

To avoid taxation of the Funds, the Internal Revenue Code
requires each Fund to distribute net income and any net capital
gains realized on its investments annually. A Fund's income from
dividends and interest and any net realized short-term gains are
paid to shareholders as ordinary income dividends. Net realized
long-term gains are paid to shareholders as capital gains
distributions.

DISTRIBUTION SCHEDULE

<TABLE>
<CAPTION>
Dividends Capital Gains
<S> <C> <C>
Growth Funds Normally declared and paid in Normally declared and paid in
December December
---------------------------------------------------------------------------------------
Combination Normally declared and paid in Normally declared and paid in
Funds March, June, September and December
December
</TABLE>

HOW DISTRIBUTIONS AFFECT A FUND'S NAV

Distributions are paid to shareholders as of the record date of a
distribution of a Fund, regardless of how long the shares have
been held. Dividends and capital gains awaiting distribution are
included in each Fund's daily NAV. The share price of a Fund
drops by the amount of the distribution, net of any subsequent
market fluctuations. As an example, assume that on December 31,
Janus Fund declared a dividend in the amount of $0.25 per share.
If Janus Fund's share price was $10.00 on December 30, the Fund's
share price on December 31 would be $9.75, barring market
fluctuations. Shareholders should be aware that distributions
from a taxable mutual fund are not value-enhancing and may create
income tax obligations.

"BUYING A DIVIDEND"

If you purchase shares of a Fund just before the distribution,
you will pay the full price for the shares and receive a portion
of the purchase price back as a taxable distribution. This is
referred to as "buying a dividend." In the above example, if you
bought shares on December 30, you would have paid $10.00 per
share. On

Distributions and taxes 61
<PAGE>

December 31, the Fund would pay you $0.25 per share as a dividend
and your shares would now be worth $9.75 per share. Unless your
account is set up as a tax-deferred account, dividends paid to
you would be included in your gross income for tax purposes, even
though you may not have participated in the increase in NAV of
the Fund, whether or not you reinvested the dividends.

DISTRIBUTION OPTIONS

When you open an account, you must specify on your application
how you want to receive your distributions. You may change your
distribution option at any time by writing the Funds at one of
the addresses on page 38 or calling 1-800-525-3713. The Funds
offer the following options:

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

2. CASH OPTION. You may receive your income dividends and capital
gains distributions in cash.

3. REINVEST AND CASH OPTION. You may receive either your income
dividends or capital gains distributions in cash and reinvest
the other in additional shares.

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

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

62 Janus Equity Funds
<PAGE>

TAXES

As with any investment, you should consider the tax consequences
of investing in the Funds. Any time you sell or exchange shares
of a fund in a taxable account, it is considered a taxable event.
Depending on the purchase price and the sale price, you may have
a gain or loss on the transaction. Any tax liabilities generated
by your transactions are your responsibility.

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

TAXES ON DISTRIBUTIONS

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

TAXATION OF THE FUNDS

Dividends, interest, and some capital gains received by the Funds
on foreign securities may be subject to tax withholding or other
foreign taxes. The Funds may from year to year make the election
permitted under section 853 of the Internal Revenue Code to pass
through such taxes to shareholders as a foreign tax credit. If
such an election is not made, any foreign taxes paid or accrued
will represent an expense to the Funds.

Distributions and taxes 63
<PAGE>

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

64 Janus Equity Funds
<PAGE>
Financial highlights

The financial highlights tables are intended to help you
understand the Funds' financial performance for the past 5 years
through October 31st of each fiscal year shown (or for Funds with
a performance history shorter than 5 years, through October 31st
of each fiscal period shown). Items 1 through 9 reflect financial
results for a single Fund share. The total returns in the tables
represent the rate that an investor would have earned (or lost)
on an investment in each of the Funds (assuming reinvestment of
all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, whose report, along with
the Funds' financial statements, are included in the Annual
Reports, which are available upon request and incorporated by
reference into the SAI.

FINANCIAL HIGHLIGHTS ARE NOT PRESENTED FOR JANUS GLOBAL LIFE
SCIENCES FUND AND JANUS GLOBAL TECHNOLOGY FUND BECAUSE THESE
FUNDS DID NOT COMMENCE OPERATIONS UNTIL DECEMBER 31, 1998.

Financial highlights 65
<PAGE>

<TABLE>
<CAPTION>
JANUS FUND
- ----------------------------------------------------------------------------------------------------
Periods ending October 31st
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $29.36 $26.65 $23.37 $19.62 $20.81
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income (.02) 0.15 0.31 0.16 0.17
3. Net gains or (losses) on securities (both
realized and unrealized) 3.70 5.69 4.23 3.99 (0.03)
4. Total from investment operations 3.68 5.84 4.54 4.15 0.14
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.23) (0.21) (0.13) (0.01) (0.39)
6. Dividends (in excess of net investment
income) -- -- -- -- --
7. Distributions (from capital gains) (4.84) (2.92) (1.13) (0.39) (0.94)
8. Total distributions (5.07) (3.13) (1.26) (0.40) (1.33)
9. NET ASSET VALUE, END OF PERIOD $27.97 $29.36 $26.65 $23.37 $19.62
10. Total return 15.12% 24.18% 20.31% 21.62% 0.75%
11. Net assets, end of period (in millions) $20,721 $19,029 $15,313 $11,963 $9,647
12. Average net assets for the period (in
millions) $20,777 $17,515 $13,753 $10,560 $9,339
13. Ratio of gross expenses to average net
assets 0.87% 0.87% 0.86% 0.87% N/A
14. Ratio of net expenses to average net
assets 0.86% 0.86% 0.85% 0.86% 0.91%
15. Ratio of net investment income/(loss) to
average net assets -- 0.85% 0.91% 1.25% 1.12%
16. Portfolio turnover rate 70% 132% 104% 118% 139%
- -----------------------------------------------------------------------------------------------------
</TABLE>

66 Janus Equity Funds
<PAGE>

<TABLE>
<CAPTION>
JANUS ENTERPRISE FUND
- ------------------------------------------------------------------------------------------------
Periods ending October 31st
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $30.86 $31.19 $27.14 $24.43 $21.87
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income -- -- -- 0.52 (0.06)
3. Net gains or (losses) on securities
(both realized and unrealized) 3.43 0.95 5.85 3.09 3.18
4. Total from investment operations 3.43 0.95 5.85 3.61 3.12
LESS DISTRIBUTIONS:
5. Dividends (from net investment
income) -- -- -- (0.52) (0.02)
6. Dividends (in excess of net
investment income) -- -- -- -- --
7. Distributions (from capital gains) (1.96) (1.28) (1.80) (0.38) (0.54)
8. Total distributions (1.96) (1.28) (1.80) (0.90) (0.56)
9. NET ASSET VALUE, END OF PERIOD $32.33 $30.86 $31.19 $27.14 $24.43
10. Total return 11.79% 3.31% 22.43% 15.46% 14.56%
11. Net assets, end of period (in
millions) $559 $552 $732 $459 $370
12. Average net assets for the period (in
millions) $551 $614 $596 $408 $270
13. Ratio of gross expenses to average
net assets 1.08% 1.07% 1.14% 1.26% N/A
14. Ratio of net expenses to average net
assets 1.06% 1.04% 1.12% 1.23% 1.25%
15. Ratio of net investment income/(loss)
to average net assets (0.67%) (0.61%) (0.78%) 0.02% (0.32%)
16. Portfolio turnover rate 134% 111% 93% 194% 193%
- ------------------------------------------------------------------------------------------------
</TABLE>

Financial highlights 67
<PAGE>

<TABLE>
<CAPTION>
JANUS MERCURY FUND
- ------------------------------------------------------------------------------------------------
Periods ending October 31st
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $18.65 $18.20 $17.38 $14.12 $11.70
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income (0.01) (0.01) 0.14 0.16 0.02
3. Net gains or (losses) on securities
(both realized and unrealized) 4.07 2.82 2.74 3.37 2.40
4. Total from investment operations 4.06 2.81 2.88 3.53 2.42
LESS DISTRIBUTIONS:
5. Dividends (from net investment
income) -- (0.08) -- (0.16) --
6. Dividends (in excess of net
investment income) (0.04) -- -- -- --
7. Distributions (from capital gains) (1.90) (2.28) (2.06) (0.11) --
8. Total distributions (1.94) (2.36) (2.06) (0.27) --
9. NET ASSET VALUE, END OF PERIOD $20.77 $18.65 $18.20 $17.38 $14.12
10. Total return 24.75% 17.07% 18.18% 25.53% 20.68%
11. Net assets, end of period (in
millions) $2,368 $1,971 $2,002 $1,521 $596
12. Average net assets for the period (in
millions) $2,103 $2,046 $1,839 $1,116 $258
13. Ratio of gross expenses to average
net assets 0.97% 0.98% 1.02% 1.14% N/A
14. Ratio of net expenses to average net
assets 0.94% 0.96% 1.00% 1.12% 1.33%
15. Ratio of net investment income/(loss)
to average net assets (0.33%) 0.21% 0.45% 0.50% 0.25%
16. Portfolio turnover rate 105% 157% 177% 201% 283%
- ------------------------------------------------------------------------------------------------
</TABLE>

68 Janus Equity Funds
<PAGE>

<TABLE>
<CAPTION>
JANUS OLYMPUS FUND
- -------------------------------------------------------------------------------------------
Periods ending October 31st
1998 1997 1996(1)
<S> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $18.41 $14.86 $12.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income -- 0.04 0.13
3. Net gains or (losses) on securities (both realized
and unrealized) 4.05 3.64 2.73
4. Total from investment operations 4.05 3.68 2.86
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- (0.13) --
6. Dividends (in excess of net investment income) (0.04) -- --
7. Distributions (from capital gains) (0.72) -- --
8. Total distributions (0.76) (0.13) --
9. NET ASSET VALUE, END OF PERIOD $21.70 $18.41 $14.86
10. Total return* 23.10% 24.98% 23.83%
11. Net assets, end of period (in millions) $947 $616 $432
12. Average net assets for the period (in millions) $774 $517 $276
13. Ratio of gross expenses to average net assets** 1.01% 1.06% 1.17%
14. Ratio of net expenses to average net assets** 0.98% 1.03% 1.15%
15. Ratio of net investment income/(loss) to average
net assets** (0.21%) 0.26% 1.64%
16. Portfolio turnover rate** 123% 244% 303%
- -------------------------------------------------------------------------------------------
</TABLE>

(1) Fiscal period from December 29, 1995 (inception) to October 31, 1996.
* Total return is not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.

Financial highlights 69
<PAGE>

<TABLE>
<CAPTION>
JANUS SPECIAL SITUATIONS FUND
- ------------------------------------------------------------------------------------
Periods ending
October 31st
1998 1997(1)
<S> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $14.08 $10.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income -- --
3. Net gains or (losses) on securities (both realized and
unrealized) 1.15 4.08
4. Total from investment operations 1.15 4.08
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- --
6. Dividends (in excess of net investment income) -- --
7. Distributions (from capital gains) (0.66) --
8. Total distributions (0.66) --
9. NET ASSET VALUE, END OF PERIOD $14.57 $14.08
10. Total return* 8.49% 40.80%
11. Net assets, end of period (in millions) $786 $334
12. Average net assets for the period (in millions) $716 $168
13. Ratio of gross expenses to average net assets** 1.08% 1.20%
14. Ratio of net expenses to average net assets** 1.05% 1.18%
15. Ratio of net investment income/(loss) to average net
assets** (0.49%) (0.08%)
16. Portfolio turnover rate** 117% 146%
- ------------------------------------------------------------------------------------
</TABLE>

(1) Fiscal period from December 31, 1996 (inception) to October 31, 1997.
* Total return is not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.

70 Janus Equity Funds
<PAGE>

<TABLE>
<CAPTION>
JANUS WORLDWIDE FUND
- ----------------------------------------------------------------------------------------
Periods ending October 31st
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $40.05 $34.60 $27.65 $27.00 $24.16
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 1.26 (0.08) 0.49 0.81 0.15
3. Net gains or (losses) on securities
(both realized and unrealized) 3.01 7.73 7.79 1.39 3.34
4. Total from investment operations 4.27 7.65 8.28 2.20 3.49
LESS DISTRIBUTIONS:
5. Dividends (from net investment
income) (1.35) (0.15) (0.26) (0.54) (0.27)
6. Dividends (in excess of net
investment income) -- -- -- -- --
7. Distributions (from capital gains) (1.45) (2.05) (1.07) (1.01) (0.38)
8. Total distributions (2.80) (2.20) (1.33) (1.55) (0.65)
9. NET ASSET VALUE, END OF PERIOD $41.52 $40.05 $34.60 $27.65 $27.00
10. Total return 11.40% 23.34% 31.00% 8.89% 14.76%
11. Net assets, end of period (in
millions) $13,932 $10,358 $4,467 $1,804 $1,587
12. Average net assets for the period (in
millions) $13,078 $7,784 $2,953 $1,622 $1,244
13. Ratio of gross expenses to average
net assets 0.92% 0.97% 1.02% 1.24% N/A
14. Ratio of net expenses to average net
assets 0.90% 0.95% 1.01% 1.23% 1.12%
15. Ratio of net investment income/(loss)
to average net assets 0.47% 0.65% 0.73% 0.99% 0.42%
16. Portfolio turnover rate 86% 79% 80% 142% 158%
- ----------------------------------------------------------------------------------------
</TABLE>

Financial highlights 71
<PAGE>

<TABLE>
<CAPTION>
JANUS BALANCED FUND
- ----------------------------------------------------------------------------------------
Periods ending October 31st
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $16.73 $15.20 $13.72 $12.17 $12.23
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.33 0.36 0.33 0.61 0.27
3. Net gains or (losses) on securities
(both realized and unrealized) 2.00 2.88 2.22 1.52 (0.09)
4. Total from investment operations 2.33 3.24 2.55 2.13 0.18
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.35) (0.36) (0.26) (0.58) (0.24)
6. Dividends (in excess of net investment
income) -- -- -- -- --
7. Distributions (from capital gains) (1.49) (1.35) (0.81) -- --
8. Total distributions (1.84) (1.71) (1.07) (0.58) (0.24)
9. NET ASSET VALUE, END OF PERIOD $17.22 $16.73 $15.20 $13.72 $12.17
10. Total return 15.48% 23.38% 19.39% 18.26% 1.51%
11. Net assets, end of period (in
millions) $830 $360 $207 $125 $94
12. Average net assets for the period (in
millions) $537 $283 $159 $107 $86
13. Ratio of gross expenses to average net
assets 1.03% 1.12% 1.23% 1.35% N/A
14. Ratio of net expenses to average net
assets 1.01% 1.10% 1.21% 1.32% 1.42%
15. Ratio of net investment income/(loss)
to average net assets 2.34% 2.63% 2.35% 2.52% 2.28%
16. Portfolio turnover rate 73% 139% 151% 185% 167%
- -----------------------------------------------------------------------------------------
</TABLE>

72 Janus Equity Funds
<PAGE>

<TABLE>
<CAPTION>
JANUS EQUITY INCOME FUND
- ----------------------------------------------------------------------------------------
Periods ending October 31st
1998 1997 1996(1)
<S> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $13.98 $11.29 $10.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.05 0.09 0.07
3. Net gains or (losses) on securities (both realized
and unrealized) 2.47 3.11 1.25
4. Total from investment operations 2.52 3.20 1.32
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.03) (0.12) (0.03)
6. Dividends (in excess of net investment income) -- -- --
7. Distributions (from capital gains) (0.88) (0.39) --
8. Total distributions (0.91) (0.51) (0.03)
9. NET ASSET VALUE, END OF PERIOD $15.59 $13.98 $11.29
10. Total return* 19.21% 29.46% 13.20%
11. Net assets, end of period (in millions) $201 $74 $30
12. Average net assets for the period (in millions) $134 $46 $21
13. Ratio of gross expenses to average net assets** 1.21% 1.48% 1.79%
14. Ratio of net expenses to average net assets** 1.18% 1.45% 1.71%
15. Ratio of net investment income/(loss) to average net
assets** 0.41% 0.62% 3.09%
16. Portfolio turnover rate** 101% 180% 325%
- ----------------------------------------------------------------------------------------
</TABLE>

(1) Fiscal period from June 28, 1996 (inception) to October 31, 1996.
* Total return is not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.

Financial highlights 73
<PAGE>

<TABLE>
<CAPTION>
JANUS GROWTH AND INCOME FUND
- ---------------------------------------------------------------------------------------
Periods ending October 31st
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $25.07 $20.05 $18.13 $14.69 $15.24
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.08 0.01 0.16 0.11 0.19
3. Net gains or (losses) on securities
(both realized and unrealized) 3.72 6.98 4.01 3.43 (0.31)
4. Total from investment operations 3.80 6.99 4.17 3.54 (0.12)
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.04) (0.11) (0.08) (0.10) (0.10)
6. Dividends (in excess of net investment
income) -- -- -- -- --
7. Distributions (from capital gains) (2.38) (1.86) (2.17) -- (0.33)
8. Total distributions (2.42) (1.97) (2.25) (0.10) (0.43)
9. NET ASSET VALUE, END OF PERIOD $26.45 $25.07 $20.05 $18.13 $14.69
10. Total return 16.73% 37.78% 25.56% 24.20% (0.76%)
11. Net assets, end of period (in
millions) $2,819 $1,889 $1,033 $583 $490
12. Average net assets for the period (in
millions) $2,479 $1,416 $773 $498 $500
13. Ratio of gross expenses to average net
assets 0.96% 0.98% 1.05% 1.19% N/A
14. Ratio of net expenses to average net
assets 0.94% 0.96% 1.03% 1.17% 1.22%
15. Ratio of net investment income/(loss)
to average net assets 0.33% 0.30% 0.70% 1.11% 1.26%
16. Portfolio turnover rate 95% 127% 153% 195% 123%
- ---------------------------------------------------------------------------------------
</TABLE>

74 Janus Equity Funds
<PAGE>
Glossary of investment terms

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

I. EQUITY AND DEBT SECURITIES

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

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

COMMON STOCKS are equity securities representing shares of
ownership in a company and usually carry voting rights and earns
dividends. Unlike preferred stock, dividends on common stock are
not fixed but are declared at the discretion of the issuer's
board of directors.

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

DEBT SECURITIES are securities representing money borrowed that
must be repaid at a later date, such securities have specific
maturities and usually a specific rate of interest or on original
purchase discount.

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

Glossary of investment terms 75
<PAGE>

(Global or European Depositary Receipts) and broker-dealers
(depositary shares).

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

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

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

PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS) are any foreign
corporations which generate certain amounts of passive income or
hold certain amounts of assets for the production of passive
income. Passive income includes dividends, interest, royalties,
rents and annuities. To avoid taxes and interest that the Funds
must pay if these investments are profitable, the Funds may make
various elections permitted by the tax laws. These elections
could require that the Funds recognize taxable income, which in
turn

76 Janus Equity Funds
<PAGE>

must be distributed, before the securities are sold and before
cash is received to pay the distributions.

PREFERRED STOCKS are equity securities that generally pay
dividends at a specified rate and have preference over common
stock in the payment of dividends and liquidation. Preferred
stock generally does not carry voting rights.

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

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

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

Glossary of investment terms 77
<PAGE>

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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

Glossary of investment terms 79
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[JANUS LOGO]

1-800-525-3713
P.O. Box 173375
Denver, Colorado 80217-3375
janus.com

You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting Janus at 1-800-525-3713 or visiting our Web
site at janus.com. In the Funds' Annual Reports, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during their last
fiscal year. Other information is also available from financial
intermediaries that sell shares of the Funds.

The Statement of Additional Information provides detailed
information about the Funds and is incorporated into this Prospectus
by reference. You may review the Funds' Statement of Additional
Information at the Public Reference Room of the SEC or get text only
copies for a fee, by writing to or calling the Public Reference
Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You may obtain
the Statement of Additional Information for free from the SEC's Web
site at http://www.sec.gov.

Investment Company Act File No. 811-1879

PCEQ0599