JANUS INVESTMENT FUND, 497, 1999-02-19

JANUS INVESTMENT FUND
497, 1999-02-19

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[JANUS LOGO]

Janus Balanced Fund

PROSPECTUS

FEBRUARY 17, 1999

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]
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Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Janus Balanced Fund.......................... 2
Fees and expenses............................ 5
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS
Investment objective and principal investment
strategies................................... 6
General portfolio policies................... 7
Risks........................................ 10
SHAREHOLDER'S MANUAL
Minimum investments.......................... 17
Types of account ownership................... 17
How to open your Janus account............... 19
How to purchase shares....................... 20
How to exchange shares....................... 22
How to redeem shares......................... 24
Shareholder services and account policies.... 28
MANAGEMENT OF THE FUND
Investment adviser........................... 33
Portfolio manager............................ 34
OTHER INFORMATION............... ............... 35
DISTRIBUTIONS AND TAXES
Distributions................................ 36
Taxes........................................ 37
FINANCIAL HIGHLIGHTS.............. ............. 39
GLOSSARY
Glossary of investment terms................. 40

</TABLE>

Table of contents 1
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Risk return summary

JANUS BALANCED FUND

1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS BALANCED FUND?

The Fund seeks long-term capital growth, consistent with
preservation of capital and balanced by current income.

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

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS BALANCED FUND?

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

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

3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS BALANCED FUND?

The biggest risk of investing in this Fund is that its returns
may vary and you could lose money. If you are considering
investing in the Fund, remember that it is 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.

2 Janus Balanced Fund
<PAGE>

net asset value (NAV) will also decrease which means if you sell
your shares in the Fund you would get back less money.

The income component of the Fund's portfolio 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.

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

Risk return summary 3
<PAGE>

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

JANUS BALANCED FUND

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

Annual returns for periods ended 12/31

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

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.

The Fund's past performance does not necessarily indicate how it
will perform in the future.

4 Janus Balanced Fund
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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 Fund.

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

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

<TABLE>
<CAPTION>
Janus Balanced Fund
<S> <C>
Management Fee 0.72%
Other Expenses 0.31%
Total Annual Fund Operating Expenses 1.03%
</TABLE>

- --------------------------------------------------------------------------------
EXAMPLE:
This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund 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 Fund's 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 Balanced Fund $105 $328 $569 $1,259
</TABLE>

Risk return summary 5
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Investment objective, principal
investment strategies
and risks

This section takes a closer look at the investment objective of
the Fund, its principal investment strategies and certain risks
of investing in the Fund. 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 10-12 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 OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

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. The Fund normally invests at least 25% of its
assets in fixed-income securities.

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

1. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF THE
FUND'S PORTFOLIO?

The Fund shifts assets between the growth and income components
of its portfolio based on the portfolio manager's analysis of
relevant market, financial and economic conditions. If the
portfolio manager believes that growth securities will provide
better returns than the yields then available or expected on
income-producing securities, the Fund will place a greater
emphasis on the growth component.

2. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF THE FUND'S
PORTFOLIO?

The growth component of the Fund's portfolio is expected to
consist primarily of common stocks, but may also include

6 Janus Balanced Fund
<PAGE>

warrants, preferred stocks or convertible securities selected
primarily for their growth potential.

3. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF THE FUND'S
PORTFOLIO?

The income component of the Fund will consist of securities that
the 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 the Fund if they currently
pay dividends or the portfolio manager believes they have the
potential for either increasing their dividends or commencing
dividends, if none are currently paid.

GENERAL PORTFOLIO POLICIES

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

CASH POSITION
When the Fund's portfolio manager believes that market conditions
are unfavorable for profitable investing, or when he is otherwise
unable to locate attractive investment opportunities, the Fund's
cash or similar investments may increase. In other words, the
Fund does not always stay fully invested in stocks and bonds.
Cash or similar investments generally are a residual - they
represent the assets that remain after the portfolio manager has
committed available assets to desirable investment opportunities.
However, the portfolio manager may also temporarily increase the
Fund's cash position to protect its assets or maintain liquidity.
When the 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 objective, principal investment strategies and risks 7
<PAGE>

OTHER TYPES OF INVESTMENTS
The Fund invests in domestic and foreign equity securities with a
degree of emphasis on income. The Fund 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 the 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
The 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 the 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 Fund's Trustees,
certain restricted securities may be deemed liquid, and will not
be counted toward this 15% limit.

FOREIGN SECURITIES
The Fund may invest without limit in foreign equity and debt
securities. The Fund may invest directly in foreign securities
denominated in a foreign currency and not publicly traded in the
United States. Other ways of investing in foreign securities
include depositary receipts or shares, and passive foreign
investment companies.

8 Janus Balanced Fund
<PAGE>

SPECIAL SITUATIONS
The Fund may invest in special situations. A special situation
arises when, in the opinion of the Fund's portfolio manager, the
securities of a particular issuer will be recognized and
appreciate in value due to a specific development with respect to
that issuer. Developments creating a special situation might
include, among others, a new product or process, a technological
breakthrough, a management change or other extraordinary
corporate event, or differences in market supply of and demand
for the security. The 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 Fund generally intends to purchase securities for long-term
investment although, to a limited extent, the 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. The Fund may also sell one security and
simultaneously purchase the same or a comparable security to take
advantage of short-term differentials in bond yields or
securities prices. Changes are made in the Fund's portfolio
whenever its portfolio manager believes such changes are
desirable. Portfolio turnover rates are generally not a factor in
making buy and sell decisions.

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

Investment objective, principal investment strategies and risks 9
<PAGE>

RISKS

Because the Fund may invest substantially all of its assets in
common stocks, the main risk is the risk that the value of the
stocks it holds might decrease in response to the activities of
an individual company or in response to general market and/or
economic conditions. If this occurs, the Fund's share price may
also decrease. The 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.

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

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

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.

2. 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 manager carefully researches each potential
investment before making an investment decision and, among

10 Janus Balanced Fund
<PAGE>

other things, considers Year 2000 readiness when selecting
portfolio holdings. However, there is no guarantee that the
information the 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.

3. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

The Fund 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 Fund's performance may depend on
issues other than the performance of a particular company. These
issues include:

- currency risk

- political and economic risk

- regulatory risk

- market risk

- transaction costs

These risks are described in the SAI.

4. 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.

Investment objective, principal investment strategies and risks 11
<PAGE>

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

5. HOW DOES THE FUND TRY TO REDUCE RISK?

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

12 Janus Balanced Fund
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13
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Janus Balanced Fund
<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>

16 Janus Balanced Fund
<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 Fund reserves the right to
change the amount of these
minimums from time to time or
to waive them in whole or in
part for certain types of
accounts.
** 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 Fund 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 17
<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 Fund. 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.

18 Janus Balanced Fund
<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 Fund is
available only to U.S. citizens or residents, and your
application will be returned to you if you do not meet these
criteria. Send all items to one of addresses listed in the "Quick
Address and Telephone Reference" on page 16.

Shareholder's manual 19
<PAGE>

HOW TO PURCHASE SHARES

PAYING FOR SHARES

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

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

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

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

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

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

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

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

ONCE YOU HAVE OPENED YOUR JANUS ACCOUNT, THE MINIMUM AMOUNT FOR
AN ADDITIONAL INVESTMENT IS $100 ($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
retirement account, please indicate whether the purchase is a

20 Janus Balanced Fund
<PAGE>

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.

AUTOMATIC INVESTMENT PROGRAMS

Janus offers several automatic investment programs to help you
achieve your financial goals as simply and conveniently as

Shareholder's manual 21
<PAGE>

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 26.

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

22 Janus Balanced Fund
<PAGE>

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 the 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 Fund reserves the right to reject any exchange request and
to modify or terminate the exchange privilege at any time. For
example, the Fund may reject exchanges from accounts engaged in
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.

Shareholder's manual 23
<PAGE>

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

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

- 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 noted on page 26.

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

24 Janus Balanced Fund
<PAGE>

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 Fund 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 FUND MAY DELAY THE PAYMENT OF YOUR REDEMPTION
PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF PURCHASE TO ALLOW THE
PURCHASE TO CLEAR. Unless you provide alternate instructions,
your proceeds will be invested in Janus

Shareholder's manual 25
<PAGE>

Money Market Fund - Investor Shares during the 15 day hold
period.

WRITTEN INSTRUCTIONS

To redeem all or part of your shares in writing, your request
should be sent to one of the addresses listed on page 16 and must
include the following information:

- the name of the Fund

- the account number

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

- the name(s) on the account registration

- the signature(s) of all registered account owners

- your daytime telephone number

SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

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

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

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

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

26 Janus Balanced Fund
<PAGE>

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

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

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

HOW TO OBTAIN A SIGNATURE GUARANTEE

A signature guarantee assures that a signature is genuine. The
signature guarantee protects shareholders from unauthorized
account transfers. The following financial institutions may
guaran-

Shareholder's manual 27
<PAGE>

tee 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 the Fund (or the Fund's agent or authorized designee). The
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.

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

28 Janus Balanced Fund
<PAGE>

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 Fund's NAV 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 Fund and its 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 17 or
to close such accounts. This policy will apply to accounts
participating in the Automatic Monthly Investment Program only if
your account balance does not reach the required minimum initial
investment or falls below such minimum and you have discontinued
monthly investments. This policy does not apply to accounts that
fall below the minimums solely as a result of market value
fluctuations. It is expected that, 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.

Shareholder's manual 29
<PAGE>

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

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

TAXPAYER IDENTIFICATION NUMBER

On your 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 Fund to
withhold 31% of any dividends paid and redemption or exchange
proceeds. In addition to the 31% backup withholding, you may be
subject to a $50 fee to reimburse the Fund for any penalty that
the IRS may impose.

SHARE CERTIFICATES

Most shareholders choose not to hold their shares in certificate
form because account transactions such as exchanges and
redemptions cannot be completed until the certificate has been
returned to the Fund. The Fund will issue share certificates upon
written request only and reserves the right to charge a fee for
this service.

30 Janus Balanced Fund
<PAGE>

Share certificates will not be issued until the shares have been
held for at least 15 days and will not be issued for accounts
that do not meet the minimum investment requirements. Share
certificates cannot be issued for retirement accounts. In
addition, if the certificate is lost, there may be a replacement
charge.

INVOLUNTARY REDEMPTIONS

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

TELEPHONE TRANSACTIONS

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

It may be difficult to reach 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 Fund or its agents may, in case of emergency, temporarily
suspend telephone transactions or other shareholder services.

ADDRESS CHANGES

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

Shareholder's manual 31
<PAGE>

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

Investors participating in an automatic investment program will
receive quarterly confirmations of all transactions. Dividend
information will be distributed quarterly. In addition, the Fund
will send you an immediate transaction confirmation statement
after every non-systematic transaction.

The Fund produces financial reports, which include a list of the
Fund's portfolio holdings, semiannually and updates its
prospectus annually. To reduce expenses, the Fund 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 Fund reserves the right to charge a
fee for additional statement and report requests.

32 Janus Balanced Fund
<PAGE>
Management of the fund

INVESTMENT ADVISER

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

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

The Fund pays Janus Capital a management fee which is calculated
daily and paid monthly. The advisory agreement with the Fund
spells out the management fee and other expenses that the Fund
must pay.

The Fund 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 5 lists the actual management fee and total
operating expenses of the Fund for the most recent fiscal year.

Management of the fund 33
<PAGE>

PORTFOLIO MANAGER

BLAINE P. ROLLINS
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of the
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 the Fund. He holds a Bachelor of Science in
Finance from the University of Colorado and received the
Chartered Financial Analyst designation.

34 Janus Balanced Fund
<PAGE>
Other information

SIZE OF THE FUND

Although there is no present intention to do so, the Fund may
discontinue sales of its shares if management and the Trustees
believe that continued sales may adversely affect the Fund's
ability to achieve its investment objective. If sales of the Fund
are discontinued, it is expected that existing shareholders of
the Fund will 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 Fund 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 Fund invests or worldwide
markets and economies.

Other information 35
<PAGE>
Distributions and taxes

DISTRIBUTIONS

To avoid taxation of the Fund, the Internal Revenue Code requires
the Fund to distribute net income and any net capital gains
realized on its investments annually. The 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. Dividends are normally declared and paid in March,
June, September and December, while capital gains distributions
are normally declared and paid in December.

HOW DISTRIBUTIONS AFFECT THE FUND'S NAV

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

"BUYING A DIVIDEND"

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

36 Janus Balanced Fund
<PAGE>

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 Fund at one of the
addresses on page 16 or calling 1-800-525-3713. The Fund offers
the following options:

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

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

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

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

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

TAXES

As with any investment, you should consider the tax consequences
of investing in the Fund. 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 Fund. You may wish to consult your own tax

Distributions and taxes 37
<PAGE>

adviser. Additionally, state or local taxes may apply to your
investment, depending upon the laws of your state of residence.

TAXES ON DISTRIBUTIONS

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

TAXATION OF THE FUND

Dividends, interest, and some capital gains received by the Fund
on foreign securities may be subject to tax withholding or other
foreign taxes. The Fund 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 Fund.

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

38 Janus Balanced Fund
<PAGE>
Financial highlights

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

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>

Financial highlights 39
<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 Fund may
invest. The Fund may invest in these instruments to the extent
permitted by its investment objective and policies. The Fund is
not limited by this discussion and may invest in any other types
of instruments not precluded by the policies discussed elsewhere
in this Prospectus. Please refer to the SAI for a more detailed
discussion of certain instruments.

I. EQUITY AND DEBT SECURITIES

BONDS are debt securities issued by a company, municipality,
government or government agency. The issuer of a bond is required
to pay the holder the amount of the loan (or par value 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
Fund 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 stocks 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 equity 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 an
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

40 Janus Balanced Fund
<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, the portfolio managers 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 Fund
must pay if these investments are profitable, the Fund may make
various elections permitted by the tax laws. These elections
could require that the Fund recognize taxable income, which in
turn

Glossary of investment terms 41
<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 the
Fund and a simultaneous agreement by the seller (generally a bank
or dealer) to repurchase the security from the Fund at a
specified date or upon demand. This technique offers a method of
earning income on idle cash. These securities involve the risk
that the seller will fail to repurchase the security, as agreed.
In that case, the Fund will bear the risk of market value
fluctuations until the security can be sold and may encounter
delays and incur costs in liquidating the security.

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

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.

42 Janus Balanced Fund
<PAGE>

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

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

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
Fund may enter into forward currency contracts to hedge against
declines in the value of securities denominated in, or whose
value is tied to, a currency other than the U.S. dollar or to
reduce the impact of currency appreciation on purchases of such
securities. It may also enter into forward contracts to purchase
or sell securities or other financial indices.

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

Glossary of investment terms 43
<PAGE>

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 instrument and may be more volatile
than the underlying instrument. The Fund bears the market risk of
an investment in the underlying instrument, 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 Fund may purchase and
write put and call options on securities, securities indices and
foreign currencies.

44 Janus Balanced Fund
<PAGE>

This page intentionally left blank
<PAGE>

[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 Fund's Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal
year. Other information is also available from financial
intermediaries that sell shares of the Fund.

The Statement of Additional Information provides detailed
information about the Fund and is incorporated into this Prospectus
by reference. You may review the Fund's 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

3187
<PAGE>
[JANUS LOGO]

Janus Enterprise Fund

PROSPECTUS

FEBRUARY 17, 1999

[JANUS LOGO]
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Janus Enterprise Fund........................ 2
Fees and expenses............................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS
Investment objective and principal investment
strategies................................... 5
General portfolio policies................... 6
Risks........................................ 9
SHAREHOLDER'S MANUAL
Minimum investments.......................... 15
Types of account ownership................... 15
How to open your Janus account............... 17
How to purchase shares....................... 18
How to exchange shares....................... 20
How to redeem shares......................... 22
Shareholder services and account policies.... 26
MANAGEMENT OF THE FUND
Investment adviser........................... 31
Portfolio manager............................ 32
OTHER INFORMATION............... ............... 33
DISTRIBUTIONS AND TAXES
Distributions................................ 34
Taxes........................................ 35
FINANCIAL HIGHLIGHTS.............. ............. 37
GLOSSARY
Glossary of investment terms................. 38

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

JANUS ENTERPRISE FUND

1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS ENTERPRISE FUND?

The Fund seeks long-term growth of capital.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS ENTERPRISE FUND?

The 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.

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

3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS ENTERPRISE FUND?

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

2 Janus Enterprise Fund
<PAGE>

The Fund is nondiversified. In other words, it 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 the Fund's NAV and total
return.

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

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>
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>

<TABLE>
<CAPTION>
Average annual total return for periods ended 12/31/98
------------------------------------------------------

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.

The Fund's past performance does not necessarily indicate how it
will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Janus Enterprise Fund
<S> <C>
Management Fee 0.72%
Other Expenses 0.36%
Total Annual Fund Operating Expenses 1.08%
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------
<S> <C> <C> <C> <C>
Janus Enterprise Fund $110 $343 $595 $1,317
</TABLE>

4 Janus Enterprise Fund
<PAGE>
Investment objective, principal
investment strategies
and risks

Please carefully review the "Risks" section of this Prospectus on
pages 9-11 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 OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

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.

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

1. HOW ARE COMMON STOCKS SELECTED?

The Fund may invest substantially all of its assets in common
stocks if its portfolio manager believes that common stocks will
appreciate in value. The portfolio manager generally takes a
"bottom up" approach to selecting companies. In other words, he
seeks to identify individual companies with earnings growth
potential that may not be recognized by the market at large. He
makes 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

Investment objective, principal investment strategies and risks 5
<PAGE>

investments for the Fund. Income realized on the Fund's
investments will be incidental to its objective.

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

Generally, yes. The portfolio manager seeks companies that meet
his 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 Fund may invest and the Fund may at times have significant
foreign exposure.

3. 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 and annual gross revenues are important
investment criteria for the Fund.

GENERAL PORTFOLIO POLICIES

6 Janus Enterprise Fund
<PAGE>

Fund's cash or similar investments may increase. In other words,
the Fund does not always stay fully invested in stocks. Cash or
similar investments generally are a residual - they represent the
assets that remain after the portfolio manager has committed
available assets to desirable investment opportunities. However,
the portfolio manager may also temporarily increase the Fund's
cash position to protect its assets or maintain liquidity. When
the 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.

OTHER TYPES OF INVESTMENTS
The Fund invests primarily in domestic and foreign equity
securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred
stocks, but it 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 the 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

Investment objective, principal investment strategies and risks 7
<PAGE>

securities"). Under procedures adopted by the Fund's Trustees,
certain restricted securities may be deemed liquid, and will not
be counted toward this 15% limit.

8 Janus Enterprise Fund
<PAGE>

believes such changes are desirable. Portfolio turnover rates are
generally not a factor in making buy and sell decisions.

RISKS

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

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

Investment objective, principal investment strategies and risks 9
<PAGE>

established issuers, and may be subject to wide price
fluctuations. Investments in such companies tend to be more
volatile and somewhat more speculative.

2. HOW DOES THE NONDIVERSIFIED STATUS OF THE FUND AFFECT ITS 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 the Fund.

3. 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 manager carefully researches each potential
investment before making an investment decision and, among other
things, considers Year 2000 readiness when selecting portfolio
holdings. However, there is no guarantee that the information the
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.

4. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

- currency risk

- political and economic risk

10 Janus Enterprise Fund
<PAGE>

- regulatory risk

- market risk

- transaction costs

These risks are described in the SAI.

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

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

6. HOW DOES THE FUND TRY TO REDUCE RISK?

Investment objective, principal investment strategies and risks 11
<PAGE>

Janus Enterprise Fund
<PAGE>

Shareholder's
Manual

[JANUS LOGO]
<PAGE>

HOW TO GET IN TOUCH WITH JANUS

100 Fillmore Street, Suite 100
Denver, CO 80206

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

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

14 Janus Enterprise Fund
<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>

TYPES OF ACCOUNT OWNERSHIP

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

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 15
<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

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

16 Janus Enterprise Fund
<PAGE>

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

Shareholder's manual 17
<PAGE>

HOW TO PURCHASE SHARES

PAYING FOR SHARES

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

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

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

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

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

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

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

BY MAIL

Complete the remittance slip attached at the bottom of your
confirmation statement. If you are making a purchase into a
retirement account, please indicate whether the purchase is a

18 Janus Enterprise Fund
<PAGE>

BY TELEPHONE

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.

AUTOMATIC INVESTMENT PROGRAMS

Janus offers several automatic investment programs to help you
achieve your financial goals as simply and conveniently as

Shareholder's manual 19
<PAGE>

possible. You may open a new account with a $500 initial purchase
and $100 automatic subsequent investments.

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 24.

BY TELEPHONE

All accounts are automatically eligible for the telephone
exchange option. To exchange shares by telephone, call an
Investor Service Representative at 1-800-525-3713 during normal
business hours

20 Janus Enterprise Fund
<PAGE>

or call the Janus XpressLine, 1-888-979-7737, for access to this
option 24 hours a day.

BY SYSTEMATIC EXCHANGE

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.

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

Shareholder's manual 21
<PAGE>

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

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

- 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

IN WRITING

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

BY TELEPHONE

22 Janus Enterprise Fund
<PAGE>

BY INTERNET

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

SYSTEMATIC REDEMPTION OPTION

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.

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.

Shareholder's manual 23
<PAGE>

Money Market Fund - Investor Shares during the 15 day hold
period.

WRITTEN INSTRUCTIONS

To redeem all or part of your shares in writing, your request
should be sent to one of the addresses listed on page 14 and must
include the following information:

- the name of the Fund

- the account number

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

- the name(s) on the account registration

- 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.

24 Janus Enterprise Fund
<PAGE>

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.

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
guaran-

Shareholder's manual 25
<PAGE>

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

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS XPRESSLINE(TM)

26 Janus Enterprise Fund
<PAGE>

statements. Janus XpressLine is accessed by calling
1-888-979-7737. Calls are limited to five minutes.

JANUS WEB SITE

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 15 or
to close such accounts. This policy will apply to accounts
participating in the Automatic Monthly Investment Program only if
your account balance does not reach the required minimum initial
investment or falls below such minimum and you have discontinued
monthly investments. This policy does not apply to accounts that
fall below the minimums solely as a result of market value
fluctuations. It is expected that, 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.

Shareholder's manual 27
<PAGE>

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

TAXPAYER IDENTIFICATION NUMBER

SHARE CERTIFICATES

28 Janus Enterprise Fund
<PAGE>

INVOLUNTARY REDEMPTIONS

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

TELEPHONE TRANSACTIONS

TEMPORARY SUSPENSION OF SERVICES

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

ADDRESS CHANGES

Shareholder's manual 29
<PAGE>

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

Investors participating in an automatic investment program will
receive quarterly confirmations of all transactions. Dividend
information will be distributed annually. In addition, the Fund
will send you an immediate transaction confirmation statement
after every non-systematic transaction.

30 Janus Enterprise Fund
<PAGE>
Management of the fund

INVESTMENT ADVISER

The Fund pays Janus Capital a management fee which is calculated
daily and paid monthly. The advisory agreement with the Fund
spells out the management fee and other expenses that the Fund
must pay.

The Fund 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 4 lists the actual management fee and total
operating expenses of the Fund for the most recent fiscal year.

Management of the fund 31
<PAGE>

PORTFOLIO MANAGER

JAMES P. GOFF
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of the
Fund. Mr. Goff joined Janus Capital in 1988 and has
managed the 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.

32 Janus Enterprise Fund
<PAGE>
Other information

SIZE OF THE FUND

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

YEAR 2000

Other information 33
<PAGE>
Distributions and taxes

DISTRIBUTIONS

To avoid taxation of the Fund, the Internal Revenue Code requires
the Fund to distribute net income and any net capital gains
realized on its investments annually. The 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. Dividends and capital gains distributions are
normally declared and paid in December.

HOW DISTRIBUTIONS AFFECT THE FUND'S NAV

"BUYING A DIVIDEND"

34 Janus Enterprise Fund
<PAGE>

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 Fund at one of the
addresses on page 14 or calling 1-800-525-3713. The Fund offers
the following options:

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

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

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

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

TAXES

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 Fund. You may wish to consult your own tax

Distributions and taxes 35
<PAGE>

adviser. Additionally, state or local taxes may apply to your
investment, depending upon the laws of your state of residence.

TAXES ON DISTRIBUTIONS

TAXATION OF THE FUND

36 Janus Enterprise Fund
<PAGE>
Financial highlights

<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 37
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

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.

38 Janus Enterprise Fund
<PAGE>

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

Glossary of investment terms 39
<PAGE>

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

40 Janus Enterprise Fund
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Glossary of investment terms 41
<PAGE>

42 Janus Enterprise Fund
<PAGE>

This page intentionally left blank

43
<PAGE>

This page intentionally left blank

44
<PAGE>

This page intentionally left blank
<PAGE>

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

Investment Company Act File No. 811-1879

3177
<PAGE>
[JANUS LOGO]

Janus Flexible Income Fund

PROSPECTUS

FEBRUARY 17, 1999

[JANUS LOGO]
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Janus Flexible Income Fund................... 2
Fees and expenses............................ 5
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS
Investment objective and principal investment
strategies................................... 6
General portfolio policies................... 8
Risks........................................ 11
SHAREHOLDER'S MANUAL
Minimum investments.......................... 17
Types of account ownership................... 17
How to open your Janus account............... 19
How to purchase shares....................... 20
How to exchange shares....................... 22
How to redeem shares......................... 24
Shareholder services and account policies.... 28
MANAGEMENT OF THE FUND
Investment adviser........................... 33
Portfolio manager............................ 34
OTHER INFORMATION............... ............... 35
DISTRIBUTIONS AND TAXES
Distributions................................ 36
Taxes........................................ 37
FINANCIAL HIGHLIGHTS.............. ............. 39
GLOSSARY
Glossary of investment terms................. 40
RATING CATEGORIES
Explanation of rating categories............. 47

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

JANUS FLEXIBLE INCOME FUND

1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS FLEXIBLE INCOME FUND?

The Fund seeks to obtain maximum total return, consistent with
preservation of capital.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS FLEXIBLE INCOME FUND?

The Fund invests primarily in a wide variety of income-producing
securities such as corporate bonds and notes, government
securities and preferred stock. As a fundamental policy, the Fund
will invest at least 80% of its assets in income-producing
securities. The Fund may own an unlimited amount of high-yield/
high-risk securities, and these securities may be a big part of
the portfolio.

In addition to considering economic factors such as the effect of
interest rates on the Fund's investments, the portfolio manager
applies a "bottom up" approach in choosing investments. In other
words, he looks mostly for income-producing securities that meet
his investment criteria one at a time. If the portfolio manager
is unable to find such investments, the Fund's assets may be in
cash or similar investments.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS FLEXIBLE INCOME FUND?

Although the Fund may be less volatile than funds that invest
most of their assets in common stocks, the Fund's returns and
yields will vary, and you could lose money.

The Fund invests in a variety of fixed-income securities. A
fundamental risk 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 net asset value (NAV) will likewise decrease. Another
fundamental risk

2 Janus Flexible Income Fund
<PAGE>

associated with fixed-income funds is credit risk, which is the
risk that an issuer will be unable to make principal and interest
payments when due.

The Fund may invest an unlimited amount of its assets in high-
yield/high-risk securities, also known as "junk" bonds. Junk
bonds may be sensitive to economic changes, political changes, or
adverse developments specific to the company that issued the
bond. These securities generally have a greater credit risk than
other types of fixed-income securities. Because of these factors,
the performance and NAV of the Fund may vary significantly,
depending upon its holdings in junk bonds.

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

Risk return summary 3
<PAGE>

JANUS FLEXIBLE INCOME FUND

A BAR CHART showing Annual Total Returns for Janus Flexible Income Fund from
1989 through 1998:

<TABLE>
<CAPTION>
Annual returns for periods ended 12/31
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4.12% (4.62%) 25.98% 11.85% 15.70% (2.92%) 21.15% 6.88% 11.43% 8.84%
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: 1st-1991 8.17%; Worst Quarter: 1st-1990 (8.37%)
</TABLE>

<TABLE>
<CAPTION>
Average annual total return for periods ended 12/31/98
------------------------------------------------------
Since Inception
1 year 5 years 10 years (7/7/87)
<S> <C> <C> <C> <C>
Janus Flexible Income Fund 8.84% 8.80% 9.46% 9.45%
Lehman Brothers Gov't/Corp
Bond Index* 9.47% 7.30% 9.33% 9.01%
--------------------------------------------
</TABLE>

* Lehman Brothers Gov't/Corp Bond Index is composed of all bonds
that are of investment grade with at least one year until
maturity.

The Fund's past performance does not necessarily indicate how it
will perform in the future.

4 Janus Flexible Income Fund
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Janus Flexible Income Fund
<S> <C>
Management Fee 0.58%
Other Expenses 0.26%
Total Annual Fund Operating Expenses 0.84%
</TABLE>

- --------------------------------------------------------------------------------
EXAMPLE:
This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund 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 Fund's 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 Flexible Income Fund $86 $268 $466 $1,037
</TABLE>

Risk return summary 5
<PAGE>
Investment objective, principal
investment strategies
and risks

Please carefully review the "Risks" section of this Prospectus on
pages 11-13 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 OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

Janus Flexible Income Fund seeks to obtain maximum total return,
consistent with preservation of capital. It pursues its objective
by primarily investing in a wide variety of income-producing
securities such as corporate bonds and notes, government
securities and preferred stock. As a fundamental policy, the Fund
will invest at least 80% of its assets in income-producing
securities. The Fund may own an unlimited amount of
high-yield/high-risk securities, and these may be a big part of
the portfolio. This Fund generates total return from a
combination of current income and capital appreciation, but
income is usually the dominant portion.

In addition to considering economic factors such as the effect of
interest rates on the Fund's investments, the portfolio manager
applies a "bottom up" approach in choosing investments. In other
words, he looks mostly for income-producing securities that meet
his investment criteria one at a time. If the portfolio manager
is unable to find such investments, much of the Fund's assets may
be in cash or similar investments.

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

1. HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?

Generally, a fixed-income security will increase in value when
interest rates fall and decrease in value when interest rates
rise.

6 Janus Flexible Income Fund
<PAGE>

Longer-term securities are generally more sensitive to interest
rate changes than shorter-term securities, but they generally
offer higher yields to compensate investors for the associated
risks. High-yield bond prices are generally less directly
responsive to interest rate changes than investment grade issues
and may not always follow this pattern. A bond fund's
average-weighted effective maturity and its duration are measures
of how the fund may react to interest rate changes.

2. HOW DOES THE FUND MANAGE INTEREST RATE RISK?

The Fund may vary the average-weighted effective maturity of its
portfolio to reflect its portfolio manager's analysis of interest
rate trends and other factors. The Fund's average-weighted
effective maturity will tend to be shorter when the portfolio
manager expects interest rates to rise and longer when its
portfolio manager expects interest rates to fall. The Fund may
also use futures, options and other derivatives to manage
interest rate risks.

3. WHAT IS MEANT BY THE FUND'S "AVERAGE-WEIGHTED EFFECTIVE MATURITY"?

The stated maturity of a bond is the date when the issuer must
repay the bond's entire principal value to an investor. Some
types of bonds may also have an "effective maturity" that is
shorter than the stated date due to prepayment or call
provisions. Securities without prepayment or call provisions
generally have an effective maturity equal to their stated
maturity. Dollar-weighted effective maturity is calculated by
averaging the effective maturity of bonds held by the Fund with
each effective maturity "weighted" according to the percentage of
net assets that it represents.

4. WHAT IS MEANT BY THE FUND'S "DURATION"?

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

Investment objective, principal investment strategies and risks 7
<PAGE>

accounts for interest payments, the Fund's duration is usually
shorter than its average maturity.

5. WHAT IS A HIGH-YIELD/HIGH-RISK SECURITY?

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

GENERAL PORTFOLIO POLICIES

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

8 Janus Flexible Income Fund
<PAGE>

OTHER TYPES OF INVESTMENTS
The Fund invests primarily in fixed-income securities, which may
include corporate bonds and notes, government securities,
preferred stock, high-yield/high-risk fixed-income securities and
municipal obligations. The Fund may also invest to a lesser
degree in other types of securities. These securities (which are
described in the Glossary) may include:

- common stocks

- mortgage- and asset-backed securities

- zero coupon, pay-in-kind and step coupon securities

- 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

Investment objective, principal investment strategies and risks 9
<PAGE>

10 Janus Flexible Income Fund
<PAGE>

RISKS

Because the Fund invests substantially all of its assets in
fixed-income securities, it is subject to risks such as credit or
default risks, and decreased value due to interest rate
increases. The Fund's performance may also be affected by risks
to certain types of investments, such as foreign securities and
derivative instruments.

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

1. WHAT IS MEANT BY "CREDIT QUALITY" AND WHAT ARE THE RISKS ASSOCIATED WITH IT?

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

2. HOW IS CREDIT QUALITY MEASURED?

Ratings published by nationally recognized statistical rating
agencies such as Standard & Poor's and Moody's are widely
accepted measures of credit risk. The lower a bond issue is rated
by an agency, the more credit risk it is considered to represent.
Lower rated bonds generally pay higher yields to compensate
investors for the associated risk. Please refer to "Explanation
of Rating Categories" on page 47 for description of rating
categories.

3. 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

Investment objective, principal investment strategies and risks 11
<PAGE>

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.

The junk bond market can experience sudden and sharp price
swings. Because the Fund may invest a significant portion of its
portfolio in high-yield/high-risk securities, investors should be
willing to tolerate a corresponding increase in the risk of
significant and sudden changes in NAV. Please refer to
"Explanation of Rating Categories" on page 47 for a description
of rating categories.

4. HOW DOES THE FUND TRY TO REDUCE RISK?

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

12 Janus Flexible Income Fund
<PAGE>

satisfactorily addressed Year 2000 issues, the Fund's performance
could suffer.

6. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

- currency risk

- political and economic risk

- regulatory risk

- market risk

- transaction costs

These risks are described in the SAI.

Investment objective, principal investment strategies and risks 13
<PAGE>

Janus Flexible Income Fund
<PAGE>

Shareholder's
Manual

[JANUS LOGO]
<PAGE>

HOW TO GET IN TOUCH WITH JANUS

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 refunds.
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>

16 Janus Flexible Income Fund
<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>

TYPES OF ACCOUNT OWNERSHIP

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

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 17
<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

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

18 Janus Flexible Income Fund
<PAGE>

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

Shareholder's manual 19
<PAGE>

HOW TO PURCHASE SHARES

PAYING FOR SHARES

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

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

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

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

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

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

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

BY MAIL

Complete the remittance slip attached at the bottom of your
confirmation statement. If you are making a purchase into a
retirement account, please indicate whether the purchase is a
rollover or a current or prior year contribution. Send your check

20 Janus Flexible Income Fund
<PAGE>

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

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.

AUTOMATIC INVESTMENT PROGRAMS

Janus offers several automatic investment programs to help you
achieve your financial goals as simply and conveniently as

Shareholder's manual 21
<PAGE>

possible. You may open a new account with a $500 initial purchase
and $100 automatic subsequent investments.

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 26.

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

22 Janus Flexible Income Fund
<PAGE>

or call the Janus XpressLine, 1-888-979-7737, for access to this
option 24 hours a day.

BY SYSTEMATIC EXCHANGE

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.

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

Shareholder's manual 23
<PAGE>

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

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

- 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

IN WRITING

To request a redemption in writing, please follow the
instructions for written requests noted on page 26.

BY TELEPHONE

24 Janus Flexible Income Fund
<PAGE>

BY INTERNET

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

SYSTEMATIC REDEMPTION OPTION

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.

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.

Shareholder's manual 25
<PAGE>

Janus Money Market Fund - Investor Shares during the 15 day hold
period.

WRITTEN INSTRUCTIONS

To redeem all or part of your shares in writing, your request
should be sent to one of the addresses listed on page 16 and must
include the following information:

- the name of the Fund

- the account number

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

- the name(s) on the account registration

- 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.

26 Janus Flexible Income Fund
<PAGE>

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.

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
guaran-

Shareholder's manual 27
<PAGE>

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

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS XPRESSLINE(TM)

28 Janus Flexible Income Fund
<PAGE>

duplicate statements. Janus XpressLine is accessed by calling
1-888-979-7737. Calls are limited to five minutes.

JANUS WEB SITE

ACCOUNT MINIMUMS

Shareholder's manual 29
<PAGE>

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

TAXPAYER IDENTIFICATION NUMBER

SHARE CERTIFICATES

30 Janus Flexible Income Fund
<PAGE>

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

TELEPHONE TRANSACTIONS

TEMPORARY SUSPENSION OF SERVICES

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

ADDRESS CHANGES

Shareholder's manual 31
<PAGE>

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

Investors participating in an automatic investment program will
receive quarterly confirmations of all transactions. Dividend
information will be confirmed quarterly. In addition, the Fund
will send you an immediate transaction confirmation statement
after every non-systematic transaction.

32 Janus Flexible Income Fund
<PAGE>
Management of the fund

INVESTMENT ADVISER

The Fund pays Janus Capital a management fee which is calculated
daily and paid monthly. The advisory agreement with the Fund
spells out the management fee and other expenses that the Fund
must pay.

Management of the fund 33
<PAGE>

PORTFOLIO MANAGER

RONALD V. SPEAKER
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of the
Fund, which he has managed or co-managed since December
1991. He previously served as co-manager of Janus
High-Yield Fund from its inception to February 1998 and
manager of Janus Short-Term Bond Fund and Janus Federal
Tax-Exempt Fund from their inceptions through December
1995. He holds a Bachelor of Arts in Finance from the
University of Colorado and received the Chartered
Financial Analyst designation.

In January 1997, Mr. Speaker settled an administrative
action involving two personal trades made by him in
January of 1993. Without admitting or denying the
allegations, Mr. Speaker agreed to civil money penalty,
disgorgement, and interest payments totaling $37,199 and
to a 90-day suspension which ended on April 25, 1997.

34 Janus Flexible Income Fund
<PAGE>
Other information

SIZE OF THE FUND

YEAR 2000

Other information 35
<PAGE>
Distributions and taxes

DISTRIBUTIONS

Income dividends are declared daily, Saturdays, Sundays and
holidays included, and are generally paid as of the last business
day of each month. If a month begins on a Saturday, Sunday or
holiday, dividends for those days are paid at the end of the
preceding month. You will begin accruing income dividends the day
after a purchase is effective. If shares are redeemed, you will
receive all dividends accrued through the day of the redemption.
Capital gains, if any, are declared and paid in December.

HOW DISTRIBUTIONS AFFECT THE FUND'S NAV

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

"BUYING A DIVIDEND"

36 Janus Flexible Income Fund
<PAGE>

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

DISTRIBUTION OPTIONS

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.

TAXES

Distributions and taxes 37
<PAGE>

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 Fund. You may wish to consult your own tax
adviser. Additionally, state or local taxes may apply to your
investment, depending upon the laws of your state of residence.

TAXES ON DISTRIBUTIONS

TAXATION OF THE FUND

38 Janus Flexible Income Fund
<PAGE>
Financial highlights

The financial highlights table is intended to help you understand
the Fund's financial performance for the past 5 years through
October 31st of each fiscal year shown. Items 1 through 8 reflect
financial results for a single Fund share. The total returns in
the table represent the rate that an investor would have earned
(or lost) on an investment in the Fund (assuming reinvestment of
all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, whose report, along with
the Fund's financial statements, are included in the Annual
Report, which is available upon request and incorporated by
reference into the SAI.

<TABLE>
<CAPTION>
JANUS FLEXIBLE INCOME FUND
- -------------------------------------------------------------------------------------------

Periods ending October 31st
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $9.65 $9.55 $8.96 $10.03
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.67 0.69 0.73 0.72 0.74
3. Net gains or (losses) on securities
(both realized and unrealized) 0.12 0.37 0.10 0.59 (0.86)
4. Total from investment operations 0.79 1.06 0.83 1.31 (0.12)
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.67) (0.69) (0.73) (0.72) (0.72)
6. Distributions (from capital gains) (0.21) (0.02) -- -- (0.23)
7. Total distributions (0.88) (0.71) (0.73) (0.72) (0.95)
8. NET ASSET VALUE, END OF PERIOD $9.91 $10.00 $9.65 $9.55 $8.96
9. Total return 8.14% 11.48% 9.01% 15.35% (1.26%)
10. Net assets, end of period (in millions) $1,104 $727 $604 $580 $377
11. Average net assets for the period (in
millions) $893 $656 $604 $450 $429
12. Ratio of gross expenses to average net
assets 0.84% 0.87% 0.88% 0.96% N/A
13. Ratio of net expenses to average net
assets 0.82% 0.86% 0.87% 0.96% 0.93%
14. Ratio of net investment income to
average net assets 6.68% 7.10% 7.60% 7.91% 7.75%
15. Portfolio turnover rate 148% 207% 214% 250% 137%
- -------------------------------------------------------------------------------------------
</TABLE>

Financial highlights 39
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

CERTIFICATES OF PARTICIPATION ("COPs") are certificates
representing an interest in a pool of securities. Holders are
entitled to a proportionate interest in the underlying
securities. Municipal lease obligations are often sold in the
form of COPs. See "Municipal lease obligations" below.

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 equity securities representing money borrowed
that must be repaid at a later date. Such securities have
specific

40 Janus Flexible Income Fund
<PAGE>

maturities and usually a specific rate of interest or an original
purchase discount.

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

Glossary of investment terms 41
<PAGE>

than potential market gains on a comparable security that is not
subject to prepayment risk.

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

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

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

PREFERRED STOCKS are equity securities that generally pay
dividends at a specified rate and have preference over common
stock in the

42 Janus Flexible Income Fund
<PAGE>

payment of dividends and liquidation. Preferred stock generally
does not carry voting rights.

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

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

STEP COUPON BONDS are debt securities that trade at a discount
from their face value and pay coupon interest. The discount from
the face value depends on the time remaining until cash payments
begin, prevailing interest rates, liquidity of the security and
the perceived credit quality of the issuer.

STRIP BONDS are debt securities that are stripped of their
interest (usually by a financial intermediary) after the
securities are issued. The market value of these securities
generally fluctuates more in response to changes in interest
rates than interest-paying securities of comparable maturity.

Glossary of investment terms 43
<PAGE>

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

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

44 Janus Flexible Income Fund
<PAGE>

and bears the risk of market value fluctuations in between the
purchase and settlement dates. New issues of stocks and bonds,
private placements and U.S. government securities may be sold in
this manner.

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

INDEXED/STRUCTURED SECURITIES are typically short- to
intermediate-term debt securities whose value at maturity or
interest rate is

Glossary of investment terms 45
<PAGE>

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
instrument and may be more volatile than the underlying
instrument. The Fund bears the market risk of an investment in
the underlying instrument, as well as the credit risk of the
issuer.

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

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

46 Janus Flexible Income Fund
<PAGE>
Explanation of rating categories

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

STANDARD & POOR'S
RATINGS SERVICES

<TABLE>
<S> <C>
BOND RATING EXPLANATION
----------------------------------------------------------------
Investment Grade
AAA......................... Highest rating; extremely strong
capacity to pay principal and
interest.
AA.......................... High quality; very strong capacity
to pay principal and interest.
A........................... Strong capacity to pay principal
and interest; somewhat more
susceptible to the adverse effects
of changing circumstances and
economic conditions.
BBB......................... Adequate capacity to pay principal
and interest; normally exhibit
adequate protection parameters, but
adverse economic conditions or
changing circumstances more likely
to lead to a weakened capacity to
pay principal and interest than for
higher rated bonds.
Non-Investment Grade
BB, B, CCC, CC, C........... Predominantly speculative with
respect to the issuer's capacity to
meet required interest and
principal payments. BB - lowest
degree of speculation; C - the
highest degree of speculation.
Quality and protective
characteristics outweighed by large
uncertainties or major risk
exposure to adverse conditions.
D........................... In default.
</TABLE>

Explanation of rating categories 47
<PAGE>

MOODY'S INVESTORS SERVICE, INC.

<TABLE>
<S> <C>
BOND RATING EXPLANATION
----------------------------------------------------------------
Investment Grade
Aaa......................... Highest quality, smallest degree of
investment risk.
Aa.......................... High quality; together with Aaa
bonds, they compose the high-grade
bond group.
A........................... Upper-medium grade obligations;
many favorable investment
attributes.
Baa......................... Medium-grade obligations; neither
highly protected nor poorly
secured. Interest and principal
appear adequate for the present but
certain protective elements may be
lacking or may be unreliable over
any great length of time.
Non-Investment Grade
Ba.......................... More uncertain, with speculative
elements. Protection of interest
and principal payments not well
safeguarded during good and bad
times.
B........................... Lack characteristics of desirable
investment; potentially low
assurance of timely interest and
principal payments or maintenance
of other contract terms over time.
Caa......................... Poor standing, may be in default;
elements of danger with respect to
principal or interest payments.
Ca.......................... Speculative in a high degree; could
be in default or have other marked
shortcomings.
C........................... Lowest-rated; extremely poor
prospects of ever attaining
investment standing.
</TABLE>

48 Janus Flexible Income Fund
<PAGE>

Unrated securities will be treated as noninvestment grade
securities unless a portfolio manager determines that such
securities are the equivalent of investment grade securities.
Securities that have received ratings from more than one agency
are considered investment grade if at least one agency has rated
the security investment grade.

SECURITIES HOLDINGS BY RATING CATEGORY

During the fiscal period ended October 31, 1998, the percentage
of securities holdings for the Fund by rating category based upon
a weighted monthly average was:

<TABLE>
<CAPTION>
JANUS FLEXIBLE INCOME FUND
--------------------------------------------------------------------------
<S> <C>
BONDS-S&P RATING:
AAA 24%
AA 2%
A 13%
BBB 18%
BB 15%
B 17%
CCC 0%
CC 0%
C 0%
Preferred Stock 2%
Cash and Options 9%
TOTAL 100%
--------------------------------------------------------------------------
</TABLE>

Explanation of rating categories 49
<PAGE>

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50
<PAGE>

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51
<PAGE>

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52
<PAGE>

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<PAGE>

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

Investment Company Act File No. 811-1879

3189
<PAGE>

[JANUS LOGO]

Janus Growth and
Income Fund

PROSPECTUS
FEBRUARY 17, 1999

[JANUS LOGO]
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Janus Growth and Income Fund................. 2
Fees and expenses............................ 5
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS
Investment objective and principal investment
strategies................................... 6
General portfolio policies................... 7
Risks........................................ 10
SHAREHOLDER'S MANUAL
Minimum investments.......................... 17
Types of account ownership................... 17
How to open your Janus account............... 19
How to purchase shares....................... 20
How to exchange shares....................... 22
How to redeem shares......................... 24
Shareholder services and account policies.... 28
MANAGEMENT OF THE FUND
Investment adviser........................... 33
Portfolio manager............................ 34
OTHER INFORMATION............................... 35
DISTRIBUTIONS AND TAXES
Distributions................................ 36
Taxes........................................ 37
FINANCIAL HIGHLIGHTS.............. ............. 39
GLOSSARY
Glossary of investment terms................. 40

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

JANUS GROWTH AND INCOME FUND

1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS GROWTH AND INCOME FUND?

The Fund seeks long-term capital growth and current income.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS GROWTH AND INCOME FUND?

The 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 JANUS GROWTH AND INCOME FUND?

The value of the Fund's portfolio may decrease if the value of an
individual company in the portfolio decreases. The value of the
Fund's portfolio could also decrease if the stock market goes

2 Janus Growth and Income Fund
<PAGE>

down. If the value of the Fund's portfolio decreases, the Fund's
net asset value (NAV) will also decrease which means if you sell
your shares in the Fund you would get back less money.

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

Risk return summary 3
<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

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>
<CAPTION>
Average annual total return for periods ended 12/31/98
------------------------------------------------------
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 Fund's past performance does not necessarily indicate how it
will perform in the future.

4 Janus Growth and Income Fund
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Janus Growth and Income Fund
<S> <C>
Management Fee 0.67%
Other Expenses 0.29%
Total Annual Fund Operating Expenses 0.96%
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------
<S> <C> <C> <C> <C>
Janus Growth and Income Fund $98 $306 $531 $1,178
</TABLE>

Risk return summary 5
<PAGE>
Investment objective, principal
investment strategies
and risks

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

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 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 Fund's principal investment strategies.

1. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF THE
FUND'S PORTFOLIO?

2. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF THE FUND'S
PORTFOLIO?

The growth component of the Fund's portfolio is expected to
consist primarily of common stocks, but may also include

6 Janus Growth and Income Fund
<PAGE>

warrants, preferred stocks or convertible securities selected
primarily for their growth potential.

3. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF THE FUND'S
PORTFOLIO?

GENERAL PORTFOLIO POLICIES

Investment objective, principal investment strategies and risks 7
<PAGE>

- debt securities

- indexed/structured securities

- high-yield/high-risk securities (less than 35% of the 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

8 Janus Growth and Income Fund
<PAGE>

Investment objective, principal investment strategies and risks 9
<PAGE>

RISKS

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

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

10 Janus Growth and Income Fund
<PAGE>

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

3. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

- currency risk

- political and economic risk

- regulatory risk

- market risk

- transaction costs

These risks are described in the SAI.

Investment objective, principal investment strategies and risks 11
<PAGE>

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

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

5. HOW DOES THE FUND TRY TO REDUCE RISK?

12 Janus Growth and Income Fund
<PAGE>

This page intentionally left blank

13
<PAGE>

Janus Growth and Income Fund
<PAGE>

Shareholder's
Manual

[JANUS LOGO]
<PAGE>

HOW TO GET IN TOUCH WITH JANUS

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 refunds.
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>

16 Janus Growth and Income Fund
<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>

TYPES OF ACCOUNT OWNERSHIP

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

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 17
<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

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

18 Janus Growth and Income Fund
<PAGE>

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

Shareholder's manual 19
<PAGE>

HOW TO PURCHASE SHARES

PAYING FOR SHARES

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

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

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

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

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

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

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

BY MAIL

20 Janus Growth and Income Fund
<PAGE>

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

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.

AUTOMATIC INVESTMENT PROGRAMS

Janus offers several automatic investment programs to help you
achieve your financial goals as simply and conveniently as

Shareholder's manual 21
<PAGE>

possible. You may open a new account with a $500 initial purchase
and $100 automatic subsequent investments.

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 26.

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

22 Janus Growth and Income Fund
<PAGE>

or call the Janus XpressLine, 1-888-979-7737, for access to this
option 24 hours a day.

BY SYSTEMATIC EXCHANGE

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.

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

Shareholder's manual 23
<PAGE>

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

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

- 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

IN WRITING

To request a redemption in writing, please follow the
instructions for written requests noted on page 26.

BY TELEPHONE

24 Janus Growth and Income Fund
<PAGE>

BY INTERNET

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

SYSTEMATIC REDEMPTION OPTION

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.

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.

Shareholder's manual 25
<PAGE>

Money Market Fund - Investor Shares during the 15 day hold
period.

WRITTEN INSTRUCTIONS

To redeem all or part of your shares in writing, your request
should be sent to one of the addresses listed on page 16 and must
include the following information:

- the name of the Fund

- the account number

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

- the name(s) on the account registration

- 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.

26 Janus Growth and Income Fund
<PAGE>

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.

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
guaran-

Shareholder's manual 27
<PAGE>

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

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS XPRESSLINE(TM)

28 Janus Growth and Income Fund
<PAGE>

duplicate statements. Janus XpressLine is accessed by calling
1-888-979-7737. Calls are limited to five minutes.

JANUS WEB SITE

ACCOUNT MINIMUMS

Shareholder's manual 29
<PAGE>

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

TAXPAYER IDENTIFICATION NUMBER

SHARE CERTIFICATES

30 Janus Growth and Income Fund
<PAGE>

INVOLUNTARY REDEMPTIONS

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

TELEPHONE TRANSACTIONS

TEMPORARY SUSPENSION OF SERVICES

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

ADDRESS CHANGES

Shareholder's manual 31
<PAGE>

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

32 Janus Growth and Income Fund
<PAGE>
Management of the fund

INVESTMENT ADVISER

The Fund pays Janus Capital a management fee which is calculated
daily and paid monthly. The advisory agreement with the Fund
spells out the management fee and other expenses that the Fund
must pay.

Management of the fund 33
<PAGE>

PORTFOLIO MANAGER

DAVID J. CORKINS
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of the
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.

34 Janus Growth and Income Fund
<PAGE>
Other information

SIZE OF THE FUND

YEAR 2000

Other information 35
<PAGE>
Distributions and taxes

DISTRIBUTIONS

HOW DISTRIBUTIONS AFFECT THE FUND'S NAV

"BUYING A DIVIDEND"

36 Janus Growth and Income Fund
<PAGE>

increase in NAV of the Fund, whether or not you reinvested the
dividends.

DISTRIBUTION 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.

TAXES

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 Fund. You may wish to consult your own tax

Distributions and taxes 37
<PAGE>

adviser. Additionally, state or local taxes may apply to your
investment, depending upon the laws of your state of residence.

TAXES ON DISTRIBUTIONS

TAXATION OF THE FUND

38 Janus Growth and Income Fund
<PAGE>
Financial highlights

<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>

Financial highlights 39
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

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.

40 Janus Growth and Income Fund
<PAGE>

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

Glossary of investment terms 41
<PAGE>

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

42 Janus Growth and Income Fund
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Glossary of investment terms 43
<PAGE>

44 Janus Growth and Income Fund
<PAGE>

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<PAGE>

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

Investment Company Act File No. 811-1879

3185