JANUS ASPEN SERIES, 497, 1996-05-06

JANUS ASPEN SERIES
497, 1996-05-06

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JANUS ASPEN SERIES
AGGRESSIVE GROWTH PORTFOLIO

Prospectus

May 1, 1996

Aggressive Growth Portfolio (the "Portfolio") is a nondiversified mutual fund
that seeks long-term growth of capital. The Portfolio pursues its objective by
normally investing at least 50% of its equity assets in securities issued by
medium-sized companies.

The Portfolio is a series of Janus Aspen Series (the "Trust"). The Trust is
registered with the Securities and Exchange Commission ("SEC") as an open-end
management investment company. Shares of the Trust are issued and redeemed only
in connection with investment in and payments under variable annuity contracts
and variable life insurance contracts (collectively "variable insurance
contracts"), as well as certain qualified retirement plans. The Trust sells and
redeems its shares at net asset value without any sales charges, commissions or
redemption fees. Each variable insurance contract involves fees and expenses not
described in this Prospectus. See the accompanying contract prospectus for
information regarding contract fees and expenses and any restrictions on
purchases or allocations.

This Prospectus contains information about the Portfolio that a prospective
purchaser of a variable insurance contract should consider before allocating
purchase payments or premiums to the Portfolio. It should be read carefully in
conjunction with the separate account prospectus of the specific insurance
product that accompanies this Prospectus and retained for future reference.
Additional information about the Portfolio is contained in a Statement of
Additional Information ("SAI") filed with the SEC. The SAI dated May 1, 1996 is
incorporated by reference into this Prospectus. Copies of the SAI are available
upon request and without charge by writing or calling your insurance company.

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.

CONTENTS

- --------------------------------------------------------------------------------
THE PORTFOLIO AT A GLANCE
Brief description of the Portfolio ..................................... 2
- --------------------------------------------------------------------------------
EXPENSE INFORMATION
The Portfolio's annual operating expenses .............................. 2
A summary of financial data ............................................ 3
- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An explanation of performance terms .................................... 4
- --------------------------------------------------------------------------------
THE PORTFOLIO IN DETAIL
The Portfolio's Investment Objective and Policies ...................... 5
General Portfolio Policies ............................................. 6
Additional Risk Factors ................................................ 7
- --------------------------------------------------------------------------------
MANAGEMENT OF THE PORTFOLIO
Investment Adviser and Investment Personnel ............................ 10
Management Expenses .................................................... 11
Portfolio Transactions ................................................. 11
Other Service Providers ................................................ 11
Other Information ...................................................... 12
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions .......................................................... 13
Taxes .................................................................. 13
- --------------------------------------------------------------------------------
SHAREHOLDER'S GUIDE
Purchases .............................................................. 14
Redemptions ............................................................ 14
Shareholder Communications ............................................. 14
- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ........................................... 15

JANUS ASPEN SERIES AGGRESSIVE GROWTH PORTFOLIO PROSPECTUS
<PAGE>
THE PORTFOLIO AT A GLANCE

This section is designed to provide you with a brief overview of the Portfolio
and its investment emphasis. A more detailed discussion of the Portfolio's
investment objective and policies begins on page 5.

INVESTMENT OBJECTIVE: The investment objective of the Portfolio is long-term
growth of capital in a manner consistent with the preservation of capital.

PRIMARY HOLDINGS: A nondiversified portfolio that pursues its investment
objective by investing primarily in common stocks with an emphasis on securities
issued by medium-sized companies.

SHAREHOLDER'S INVESTMENT HORIZON: The Portfolio is designed for long-term
investors who seek growth of capital and who can tolerate the greater risks
associated with investments in common stocks. The Portfolio is not designed as a
short-term trading vehicle and should not be relied upon for short-term
financial needs.

FUND ADVISER: Janus Capital Corporation ("Janus Capital") serves as the
Portfolio's investment adviser. Janus Capital has been in the investment
advisory business for over 25 years and currently manages more than $35 billion
in assets.

Inception: September 1993
Manager: James P. Goff

EXPENSE INFORMATION

The tables and example below are designed to assist participants in qualified
plans that invest in the Portfolio in understanding the various costs and
expenses that you will bear directly or indirectly as an investor in the
Portfolio. OWNERS OF VARIABLE INSURANCE CONTRACTS THAT INVEST IN THE PORTFOLIO
SHOULD REFER TO THE VARIABLE INSURANCE CONTRACT PROSPECTUS FOR A DESCRIPTION OF
COSTS AND EXPENSES, AS THE TABLES AND EXAMPLE DO NOT REFLECT DEDUCTIONS AT THE
SEPARATE ACCOUNT LEVEL OR CONTRACT LEVEL FOR ANY CHARGES THAT MAY BE INCURRED
UNDER A CONTRACT.

SHAREHOLDER TRANSACTION EXPENSES

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

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

Management Fee Other Expenses Total Portfolio Operating Expenses
- --------------------------------------------------------------------------------
.75% .11% .86%
- --------------------------------------------------------------------------------
(1) The fees and expenses in the table above are based on gross expenses before
expense offset arrangements for the fiscal year ended December 31, 1995.
The information is net of fee waivers or reductions from Janus Capital. Fee
reductions reduce the management fee to the level of Janus Enterprise Fund.
Other waivers, if applicable, are first applied against the management fee
and then against other expenses. Without such waivers or reductions, the
Management Fee, Other Expenses and Total Portfolio Operating Expenses would
have been 0.82%, 0.11%, and 0.93%, respectively. Janus Capital may modify
or terminate the waivers or reductions at any time upon 90 days' notice to
the Trustees.

EXAMPLE
Assume you invest $1,000, the Portfolio returns 5% annually and the Portfolio's
expense ratio remains as listed above. The example below shows the operating
expenses that you would indirectly bear as an investor in the Portfolio.

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
$ 9 $27 $ 48 $106
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

JANUS ASPEN SERIES AGGESSIVE GROWTH PORTFOLIO PROSPECTUS May 1, 1996
2
<PAGE>
FINANCIAL HIGHLIGHTS

The information below is for fiscal periods ending on December 31 of each year,
and has been audited by the accounting firm of Price Waterhouse LLP. Their
report is included in the Portfolio's Annual Report, which is incorporated by
reference into the SAI. Expense and income ratios and portfolio turnover rates
have been annualized for periods of less than one year. Total returns for
periods of less than one year are not annualized. A DETAILED EXPLANATION OF THE
FINANCIAL HIGHLIGHTS CAN BE FOUND ON PAGE 4.

<TABLE>
<CAPTION>
1995 1994 1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Net asset value, beginning of period $13.62 $11.80 $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
2. Net investment income .24 .11 .01
3. Net gains or (losses) on securities (both realized and unrealized) 3.47 1.82 1.80
- ------------------------------------------------------------------------------------------------------------------------------------
4. Total from investment operations 3.71 1.93 1.81
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions:
5. Dividends (from net investment income) (.25) (.11) (.01)
6. Dividends (in excess of net investment income) -- -- --
7. Distributions (from capital gains) -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
8. Total distributions (.25) (.11) (.01)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Net asset value, end of period $17.08 $13.62 $11.80
- ------------------------------------------------------------------------------------------------------------------------------------
10. Total return 27.48% 16.33% 18.05%
- ------------------------------------------------------------------------------------------------------------------------------------
11. Net assets, end of period (in thousands) $185,911 $41,289 $1,985
12. Ratio of gross expenses to average net assets 0.86%(3)(6) N/A N/A
13. Ratio of net expenses to average net assets 0.84%(3) 1.05%(2)(5) 0.25%(4)
14. Ratio of net investment income to average net assets 0.58% 2.18% 0.34%
15. Portfolio turnover rate 155% 259% 31%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) September 13, 1993 (inception) to December 31, 1993.
(2) Commissions payable by the Portfolio for transactions effected by a
broker-dealer affiliated with Janus Capital were credited against the
Portfolio's operating expenses. The effect of such directed brokerage
arrangement was de minimis.
(3) The Portfolio's expenses may be reduced through the use of brokerage
commissions and uninvested cash balances earning interest with the
Portfolio's custodian. The gross expense ratio for the fiscal period ended
December 31, 1995, does not reflect expense reductions, while the net
expense ratio does reflect such reductions.
(4) The ratio was 5.79% before waiver of certain fees and/or voluntary
reduction of advisor's fees to the effective rate of Janus Enterprise Fund.
(5) The ratio was 1.14% before waiver of certain fees and/or voluntary
reduction of advisor's fees to the effective rate of Janus Enterprise Fund.
(6) The ratio was 0.93% before waiver of certain fees and/or voluntary
reduction of advisor's fees to the effective rate of Janus Enterprise Fund.

JANUS ASPEN SERIES AGGRESSIVE GROWTH PORTFOLIO PROSPECTUS May 1, 1996
3
<PAGE>
UNDERSTANDING THE FINANCIAL HIGHLIGHTS

This section is designed to help you better understand the information
summarized in the Financial Highlights table. The table contains important
historical operating information that may be useful in making your investment
decision or understanding how your investment has performed. The Portfolio's
Annual Report contains additional information about the Portfolio's performance,
including a comparison to an appropriate securities index. To request a copy of
the Annual Report, please call or write your insurance company.

Net asset value (NAV) is the value of a single share of the Portfolio. It is
computed by adding the value of all of the Portfolio's investments and other
assets, subtracting any liabilities and dividing the result by the number of
shares outstanding. The difference between line 1 and line 9 in the Financial
Highlights table represents the change in value of the Portfolio's shares over
the fiscal period, but not its total return.

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

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

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

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

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

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

PERFORMANCE TERMS

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

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

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

THE PORTFOLIO IMPOSES NO SALES OR OTHER CHARGES THAT WOULD AFFECT TOTAL RETURN
COMPUTATIONS. THE PORTFOLIO'S TOTAL RETURN FIGURES INCLUDE THE EFFECT OF
DEDUCTING THE PORTFOLIO'S EXPENSES, BUT MAY NOT INCLUDE CHARGES AND EXPENSES
ATTRIBUTABLE TO ANY PARTICULAR INSURANCE PRODUCT. PORTFOLIO PERFORMANCE FIGURES
ARE BASED UPON HISTORICAL RESULTS AND ARE NOT INTENDED TO INDICATE FUTURE
PERFORMANCE. INVESTMENT RETURNS AND NET ASSET VALUE WILL FLUCTUATE SO THAT
SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

JANUS ASPEN SERIES AGGRESSIVE GROWTH PORTFOLIO PROSPECTUS May 1, 1996
4
<PAGE>
THE PORTFOLIO IN DETAIL

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

The Portfolio's investment objective and policies are similar to those of Janus
Enterprise Fund, a retail fund managed by Janus Capital. Although it is
anticipated that the Portfolio and Janus Enterprise Fund will hold similar
securities, differences in asset size and cash flow needs as well as the
relative weightings of securities selections may result in differences in
investment performance. Expenses of the Portfolio and Janus Enterprise Fund are
expected to differ. The variable contract owner will also bear various
insurance-related costs at the insurance company level. You should review the
accompanying separate account prospectus for a summary of contract fees and
expenses.

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

THE PORTFOLIO IS DESIGNED FOR LONG-TERM INVESTORS WHO SEEK GROWTH OF CAPITAL
ONLY AND WHO CAN TOLERATE THE GREATER RISKS ASSOCIATED WITH COMMON STOCK
INVESTMENTS.

INVESTMENT OBJECTIVE

The investment objective of the Portfolio is long-term growth of capital. It is
a nondiversified portfolio that pursues its investment objective by normally
investing at least 50% of its equity assets in securities issued by medium-sized
companies. Medium-sized companies are those whose market capitalizations fall
within the range of companies in the S&P MidCap 400 Index (the "MidCap Index").
Companies whose capitalization falls outside this range after the Portfolio's
initial purchase continue to be considered medium-sized companies for the
purpose of this policy. As of December 29, 1995, the MidCap Index included
companies with capitalizations between approximately $118 million to $7.5
billion. The range of the MidCap Index is expected to change on a regular basis.
Subject to the above policy, the Portfolio may also invest in smaller or larger
issuers.

TYPES OF INVESTMENTS

The Portfolio invests primarily in common stocks of foreign and domestic
companies selected for their growth potential. The Portfolio may at times hold
substantial positions in cash equivalents or interest bearing securities. See
"General Portfolio Policies" on page 6. The Portfolio may invest to a lesser
degree in other types of securities including preferred stocks, warrants,
convertible securities and debt securities when its portfolio manager perceives
an opportunity for capital growth from such securities or to receive a return or
idle cash. Debt and other income-producing securities that the Portfolio may
purchase include corporate bonds and notes (not to exceed 35% of net assets in
high-yield/high-risk securities); government securities; mortgage- and
asset-backed securities (not to exceed 25% of assets); zero-coupon bonds (not to
exceed 10% of assets); indexed/structured notes; high-grade commercial paper;
certificates of deposit; and repurchase agreements. See "Additional Risk
Factors" on page 7 for a discussion of the risks associated with investing in
high-yield/high-risk securities.

The Portfolio may invest without limit in foreign equity and debt securities.
Other ways of investing in foreign securities include depositary receipts or
shares, and passive foreign investment companies ("PFICs"). The Portfolio may
use futures, options and other derivatives for hedging purposes or as a means of
enhancing return. See "Additional Risk Factors" on page 7 for a discussion of
the risks associated with foreign investing and derivatives. Some securities
that the Portfolio may purchase may be issued on a when-issued, delayed delivery
or forward commitment basis.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE PORTFOLIO.

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

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally, yes. The portfolio manager seeks companies with earnings growth
potential, regardless of country of organization or place of principal business
activity. Foreign securities are generally selected on a stock-by-stock basis
without regard to any defined allocation among countries or geographic regions.
However, certain factors such as expected levels of inflation, government
policies influencing business conditions, the outlook for currency
relationships, and prospects for economic growth among countries, regions or
geographic areas may warrant greater consideration in selecting foreign
securities. See "Additional Risk Factors" on page 7.

JANUS ASPEN SERIES AGGRESSIVE GROWTH PORTFOLIO PROSPECTUS May 1, 1996
5
<PAGE>
WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?
The fundamental risk associated with any common stock fund is the risk that the
value of the stocks it holds might decrease. Stock values may fluctuate in
response to the activities of an individual company or in response to general
market and economic conditions. Historically, common stocks have provided
greater long-term returns and have entailed greater short-term risks than other
investment choices. Smaller or newer issuers are more likely to realize more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on page 7.

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

WHAT IS MEANT BY "MARKET CAPITALIZATION"?
Market capitalization is the most commonly used measure of the size and value of
a company. It is computed by multiplying the current market price of a share of
the company's stock by the total number of its shares outstanding. As noted
previously, market capitalization is an important investment criteria for the
Portfolio, which may invest in small to medium sized companies to a greater
degree.

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

HOW DOES A DIVERSIFIED PORTFOLIO DIFFER FROM A NONDIVERSIFIED PORTFOLIO?
A "nondiversified" portfolio has the ability to take larger positions in a
smaller number of issuers than a diversified portfolio. Because the appreciation
or depreciation of a single stock may have a greater impact on the NAV of a
nondiversified portfolio, its share price can be expected to fluctuate more than
a comparable diversified portfolio. Aggressive Growth Portfolio is a
nondiversified portfolio.

HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?
The Portfolio may use futures, options and other derivative instruments to
protect its portfolio from movements in securities' prices and interest rates.
The Portfolio may also use a variety of currency hedging techniques, including
forward currency contracts, to manage exchange rate risk when investing directly
in foreign markets. See "Additional Risk Factors" on page 7. In addition, to the
extent that the Portfolio holds a larger cash position, it may not participate
in market declines to the same extent as if it remained more fully invested in
common stocks.

GENERAL PORTFOLIO POLICIES

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

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

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

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

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

o As a fundamental policy, with respect to 50% of its total assets, the
Portfolio will not purchase a security of any issuer (other than cash items
and U.S. government securities, as defined in the 1940 Act) if such
purchase would cause the Portfolio's holdings of that issuer to amount to
more than 5% of the Portfolio's total assets.

o The Portfolio will not invest more than 25% of its assets in a single
issuer.

INTERNAL REVENUE SERVICE (IRS) LIMITATIONS
In addition to the diversification requirements stated above, the Portfolio
intends to comply with the diversification requirements currently imposed by the
IRS on separate accounts of insurance companies as a condition of maintaining
the tax-deferred status of variable contracts. More specific information may be
contained in the participating insurance company's separate account prospectus.

JANUS ASPEN SERIES AGGRESSIVE GROWTH PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
INDUSTRY CONCENTRATION
As a fundamental policy, the Portfolio will not invest more than 25% of its
total assets in any particular industry. This policy does not apply to U.S.
government securities.

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

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

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

BORROWING AND LENDING
The Portfolio may borrow money and lend securities or other assets, as follows:

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

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

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

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

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

INVESTMENTS IN FOREIGN SECURITIES, INCLUDING THOSE OF FOREIGN GOVERNMENTS,
INVOLVE GREATER RISKS THAN INVESTING IN COMPARABLE DOMESTIC SECURITIES.

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

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

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

o Regulatory Risk. There may be less government supervision of foreign
markets. Foreign issuers may not be subject to the uniform accounting,
auditing and financial reporting standards and practices applicable to
domestic issuers. There may be less publicly available information about
foreign issuers than domestic issuers.

o Market Risk. Foreign securities markets, particularly those of
underdeveloped or developing countries, may be less liquid and more
volatile than domestic markets. Certain markets may require payment for
securities before delivery and delays may be encountered in settling
securities transactions. In some foreign markets, there may not be
protection against failure by other parties to complete transactions. There
may be limited legal recourse against an issuer in the event of a default
on a debt instrument.

o Transaction Costs. Transaction costs of buying and selling foreign
securities, including brokerage, tax and custody costs, are generally
higher than those involved in domestic transactions.

JANUS ASPEN SERIES AGGRESSIVE GROWTH PORTFOLIO PROSPECTUS May 1, 1996
7
<PAGE>
INVESTMENTS IN SMALLER COMPANIES

SMALLER OR NEWER COMPANIES MAY SUFFER MORE SIGNIFICANT LOSSES AS WELL AS REALIZE
MORE SUBSTANTIAL GROWTH THAN LARGER OR MORE ESTABLISHED ISSUERS.

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

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

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

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

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

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

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

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

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

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

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

When the Portfolio invests in a derivative instrument, it may be required to
segregate cash and other high-grade liquid assets or certain portfolio
securities with its custodian to "cover" the Portfolio's position. Assets
segregated or set aside generally may not be disposed of so long as the
Portfolio maintains the positions requiring segregation or cover. Segregating
assets could diminish the Portfolio's return due to the opportunity losses of
foregoing other potential investments with the segregated assets.

HIGH-YIELD/HIGH-RISK SECURITIES
High-yield/high-risk securities (or "junk" bonds) are debt securities rated
below investment grade by the primary rating agencies (Standard & Poor's and
Moody's). The Portfolio expects that holdings of lower quality securities, if
any, will consist primarily of bonds rated in the highest two tiers of
noninvestment grade securities.

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

JANUS ASPEN SERIES AGGRESSIVE GROWTH PORTFOLIO PROSPECTUS May 1, 1996
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particularly if the issuer is highly leveraged. In the event of a default, the
Portfolio would experience a reduction of its income and could expect a decline
in the market value of the defauled securities.

The market for lower quality securities is generally less liquid than the market
for higher quality bonds. Adverse publicity and investor perceptions as well as
new or proposed laws may also have a greater negative impact on the market for
lower quality securities. Unrated debt, while not necessarily of lower quality
than rated securities, may not have as broad a market as higher quality
securities.

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

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

See Appendix A for risks associated with certain other investments.

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MANAGEMENT OF THE PORTFOLIO

TRUSTEES

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

INVESTMENT ADVISER

Janus Capital, 100 Fillmore Street, Denver, Colorado 80206-4923, is the
investment adviser to the Portfolio and is responsible for the day-to-day
management of the investment portfolio and other business affairs of the
Portfolio.

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

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

Janus Capital furnishes continuous advice and recommendations concerning the
Portfolio's investments. Janus Capital also furnishes certain administrative,
compliance and accounting services for the Portfolio, and may be reimbursed by
the Portfolio 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 Portfolio and pays the salaries, fees and expenses of all
Portfolio officers and those Trustees who are affiliated with Janus Capital.

Participating insurance companies that purchase the Portfolio's shares may
perform certain administrative services relating to the Portfolio and Janus
Capital or the Portfolio may pay those companies for such services.

INVESTMENT PERSONNEL

James P. Goff is Executive Vice President and portfolio manager of Aggressive
Growth Portfolio. Mr. Goff joined Janus Capital in 1988 and has managed Janus
Enterprise Fund since its inception and has co-managed Janus Venture Fund since
December 1993. He holds a Bachelor of Arts in Economics from Yale University and
is a Chartered Financial Analyst.

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

PERSONAL INVESTING
Janus Capital permits investment and other personnel to purchase and sell
securities for their own accounts, subject to Janus Capital's policy governing
personal investing. Janus Capital's policy requires investment and other
personnel to conduct their personal investment activities in a manner that Janus
Capital believes is not detrimental to the Portfolio or Janus Capital's other
advisory clients. See the SAI for more detailed information.

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BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

Average Daily Net Annual Rate Expense Limit
Assets of Portfolio Percentage (%) Percentage (%)
- --------------------------------------------------------------------------------
First $ 30 Million 1.00* 2.50**
Next $270 Million .75
Next $200 Million .70
Over $500 Million .65
- --------------------------------------------------------------------------------
*Janus Capital has agreed to reduce the Portfolio's advisory fee to the extent
that such fee exceeds the effective rate of Janus Enterprise Fund. Janus Capital
may terminate this fee reduction or the expense limitation set forth above at
any time upon 90 days' notice to the Trustees. The effective rate is the
advisory fee calculated by Janus Enterprise Fund as of the last day of each
calendar quarter (expressed as an annual rate). The effective rate of Janus
Enterprise Fund was 0.73% for the quarter ended March 31, 1996.
**The expense limit percentage will decrease as the Portfolio's assets increase.
Please see the SAI for more information.

As asset size increases, the annual rate of the management fee declines in
accordance with the above schedule. In addition, the Portfolio incurs expenses
not assumed by Janus Capital, including transfer agent and custodian fees and
expenses, legal and auditing fees, printing and mailing costs of sending reports
and other information to existing shareholders, and independent Trustees' fees
and expenses.

PORTFOLIO TRANSACTIONS

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

OTHER SERVICE PROVIDERS

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

Domestic Custodian
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64105

Foreign Custodian
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

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

Janus Service Corporation is a wholly-owned subsidiary of Janus Capital.
Investors Fiduciary Trust Company is a wholly-owned subsidiary of State Street
Bank and Trust Company.

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OTHER INFORMATION

ORGANIZATION
The Trust is a "mutual fund" that was organized as a Delaware business trust on
May 20, 1993. A mutual fund is an investment vehicle that pools money from
numerous investors and invests the money to achieve a specified objective. The
Trust consists of nine separate series, one of which is offered by this
Prospectus.

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

An insurance company issuing a variable contract invested in shares of the
Portfolio will request voting instructions from variable contract holders. Under
current law, the insurance company must vote all shares held by the separate
account in proportion to the voting instructions received.

CONFLICTS OF INTEREST
The Portfolio's shares are available only to variable annuity and variable life
separate accounts of insurance companies that are unaffiliated with Janus
Capital and to certain qualified retirement plans. The Portfolio currently does
not foresee any disadvantages to policy owners arising out of the fact that it
offers its shares to such entities. Nevertheless, the Trustees monitor events in
order to identify any material irreconcilable conflicts that may arise and to
determine what action, if any, should be taken in response to such conflicts. If
a conflict occurs, the Trustees may require one or more insurance company
separate accounts or plans to withdraw its investment in the Portfolio and to
substitute shares of another portfolio of the Trust. If this occurs, the
Portfolio may be forced to sell securities at disadvantageous prices. In
addition, the Trustees may refuse to sell shares of the Portfolio to any
separate account or may suspend or terminate the offering of the Portfolio's
shares if such action is required by law or regulatory authority or is in the
best interests of the Portfolio's shareholders.

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

THE VALUATION OF SHARES
The NAV of the Portfolio's shares is determined at the close of the regular
trading session of the New York Stock Exchange (the "NYSE") (normally 4:00 p.m.,
New York time) each day that the NYSE is open. NAV per share is determined by
dividing the total value of the securities and other assets, less liabilities,
by the total number of shares outstanding. Securities are valued at market value
or, if market information 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.

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DISTRIBUTIONS AND TAXES

DISTRIBUTIONS
THE INTERNAL REVENUE CODE REQUIRES THE PORTFOLIO TO DISTRIBUTE NET INCOME AND
ANY NET GAINS REALIZED BY ITS INVESTMENTS ANNUALLY. THE PORTFOLIO'S INCOME FROM
DIVIDENDS AND INTEREST AND ANY NET REALIZED SHORT-TERM CAPITAL GAINS ARE PAID TO
SHAREHOLDERS AS DIVIDENDS. NET REALIZED LONG-TERM GAINS ARE PAID TO SHAREHOLDERS
AS CAPITAL GAINS DISTRIBUTIONS. THE PORTFOLIO MAKES SEMIANNUAL DISTRIBUTIONS IN
JUNE AND DECEMBER OF SUBSTANTIALLY ALL OF ITS INVESTMENT INCOME AND AN ANNUAL
DISTRIBUTION IN JUNE OF ITS NET REALIZED CAPITAL GAINS, IF ANY. ALL DIVIDENDS
AND CAPITAL GAINS DISTRIBUTIONS FROM THE PORTFOLIO WILL BE AUTOMATICALLY
REINVESTED INTO ADDITIONAL SHARES OF THE PORTFOLIO.

HOW DISTRIBUTIONS AFFECT THE PORTFOLIO'S NAV
Distributions are paid to shareholders as of the record date of the distribution
of the Portfolio, regardless of how long the shares have been held. Dividends
and capital gains awaiting distribution are included in the Portfolio's daily
NAV. The share price of the Portfolio drops by the amount of the distribution,
net of any subsequent market fluctuations. As an example, assume that on
December 31, the Portfolio declared a dividend in the amount of $0.25 per share.
If the Portfolio's share price was $10.00 on December 30, the Portfolio's share
price on December 31 would be $9.75, barring market fluctuations.

TAXES

TAXES ON DISTRIBUTIONS
Because shares of the Portfolio may be purchased only through variable insurance
contracts and qualified plans, it is anticipated that any income dividends or
capital gains distributions made by the Portfolio will be exempt from current
taxation if left to accumulate within the variable insurance contract or
qualified plan. Generally, withdrawals from such contracts may be subject to
ordinary income tax and, if made before age 591/2, a 10% penalty tax. The tax
status of your investment in the Portfolio depends on the features of the
variable insurance contracts purchased from a participating insurance company.
Further information may be found in the prospectus of the separate account
offering such contract.

TAXATION OF THE PORTFOLIO
Dividends, interest and some capital gains received by the Portfolio on foreign
securities may give rise to withholding and other taxes imposed by foreign
countries. It is expected that foreign taxes paid by the Portfolio will be
treated as expenses of the Portfolio. Tax conventions between certain countries
and the United States may reduce or eliminate such taxes.

The Portfolio does not expect to pay any federal income or excise taxes because
it intends to meet certain requirements of the Internal Revenue Code. In
addition, the Portfolio intends to qualify under the Internal Revenue Code with
respect to the diversification requirements related to the tax-deferred status
of insurance company separate accounts.

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SHAREHOLDER'S GUIDE

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE PORTFOLIO DIRECTLY. SHARES
MAY BE PURCHASED OR REDEEMED ONLY THROUGH VARIABLE INSURANCE CONTRACTS OFFERED
BY THE SEPARATE ACCOUNTS OF PARTICIPATING INSURANCE COMPANIES OR THROUGH
QUALIFIED RETIREMENT PLANS. REFER TO THE PROSPECTUS FOR THE PARTICIPATING
INSURANCE COMPANY'S SEPARATE ACCOUNT OR YOUR PLAN DOCUMENTS FOR INSTRUCTIONS ON
PURCHASING OR SELLING OF VARIABLE INSURANCE CONTRACTS AND ON HOW TO SELECT THE
PORTFOLIO AS AN INVESTMENT OPTION FOR A CONTRACT OR A QUALIFIED PLAN.

PURCHASES

Purchases of Portfolio shares may be made only by the separate accounts of
insurance companies for the purpose of funding variable insurance contracts or
by qualified plans. Refer to the prospectus of the appropriate insurance
company's separate account or your plan documents for information on how to
invest in the Portfolio.

All investments in the Portfolio are credited to a participating insurance
company's separate account or a qualified plan immediately upon acceptance of
the investment by the Portfolio. Investments will be processed at the NAV next
determined after an order is received and accepted by the Portfolio.

The Portfolio reserves the right to reject any specific purchase order. Purchase
orders may be refused if, in Janus Capital's opinion, they are of a size that
would disrupt the management of the Portfolio. The Portfolio may discontinue
sales of its shares if management believes that a substantial further increase
may adversely affect the Portfolio's ability to achieve its investment
objective. In such event, however, it is anticipated that existing policy owners
and plan participants invested in the Portfolio would be permitted to continue
to authorize investment in the Portfolio and to reinvest any dividends or
capital gains distributions.

REDEMPTIONS

Redemptions, like purchases, may be effected only through the separate accounts
of participating insurance companies or through qualified plans. Please refer to
the appropriate separate account prospectus or plan documents for details.

Shares of the Portfolio may be redeemed on any business day. Redemptions are
processed at the NAV next calculated after receipt and acceptance of the
redemption order by the Portfolio. Redemption proceeds will normally be wired to
the participating insurance company the business day following receipt of the
redemption order, but in no event later than seven days after receipt of such
order.

SHAREHOLDER COMMUNICATIONS

Owners of variable insurance contracts and plan participants will receive annual
and semiannual reports including the financial statements of the Portfolio. Each
report will show the investments owned by the Portfolio and the market values
thereof, as well as other information about the Portfolio and its operations.
The Trust's fiscal year ends December 31.

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APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

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

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

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

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

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

Repurchase agreements involve the purchase of a security by the Portfolio and a
simultaneous agreement by the seller (generally a bank or dealer) to repurchase
the security from the Portfolio 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 Portfolio 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 Portfolio to
another party (generally a bank or dealer) in return for cash and an agreement
by the Portfolio to buy the security back at a specified price and time. This
technique may be used to provide cash to satisfy unusually high redemption
requests or for other temporary or emergency purposes.

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

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

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.

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

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

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

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

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

Zero coupon bonds are debt securities that do not pay interest at regular
intervals, but are issued at a discount from face value. The discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity. Strips 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.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward contracts are contracts to purchase or sell a specified amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently exchange traded and are typically negotiated on an individual basis.
The Portfolio may enter into forward currency contracts to hedge against
declines in the value of non-dollar denominated securities or to reduce the
impact of currency appreciation on purchases of non-dollar denominated
securities. The Portfolio 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 Portfolio 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 Portfolio
may also buy options on futures contracts. An option on a futures contract gives
the buyer the right, but not the obligation, to buy or sell a futures contract
at a specified price on or before a specified date. Futures contracts and
options on futures are standardized and traded on designated exchanges.

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

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

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.

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 Portfolio may purchase and write put and call options on securities,
securities indices and foreign currencies.

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[LOGO]

JANUS ASPEN SERIES
BALANCED PORTFOLIO

Prospectus

May 1, 1996

Balanced Portfolio (the "Portfolio") is a diversified mutual fund that seeks
long-term growth of capital, balanced by current income. The Portfolio pursues
its objective by normally investing 40-60% of its assets in securities selected
primarily for their growth potential and 40-60% of its assets in securities
selected primarily for their income potential.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.

CONTENTS

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS
<PAGE>
THE PORTFOLIO AT A GLANCE

INVESTMENT OBJECTIVE: The investment objective of the Portfolio is long-term
capital growth, consistent with preservation of capital and balanced by current
income.

PRIMARY HOLDINGS: A diversified portfolio that, under normal circumstances,
pursues its objective by investing 40-60% of its assets in securities selected
primarily for their growth potential and 40-60% of its assets in securities
selected primarily for their income potential. This Portfolio normally invests
at least 25% of its assets in fixed-income senior securities, which include debt
securities and preferred stocks.

SHAREHOLDER'S INVESTMENT HORIZON: The Portfolio is designed for investors who
primarily seek growth of capital with a degree of emphasis on income. It is not
designed for investors who desire a consistent level of income.

Inception: September 1993
Manager: Blaine P. Rollins

EXPENSE INFORMATION

SHAREHOLDER TRANSACTION EXPENSES

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

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

Management Fee Other Expenses Total Portfolio Operating Expenses
- --------------------------------------------------------------------------------
.82% .55% 1.37%
- --------------------------------------------------------------------------------
(1) The fees and expenses in the table above are based on gross expenses before
expense offset arrangements for the fiscal year ended December 31, 1995.
The information is net of fee waivers or reductions from Janus Capital. Fee
reductions reduce the management fee to the level of Janus Balanced Fund.
Other waivers, if applicable, are first applied against the management fee
and then against other expenses. Without such waivers or reductions, the
Management Fee, Other Expenses and Total Portfolio Operating Expenses would
have been 1.00%, 0.55%, and 1.55%, respectively. Janus Capital may modify
or terminate the waivers or reductions at any time upon 90 days' notice to
the Trustees.

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
$14 $43 $75 $165
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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FINANCIAL HIGHLIGHTS

The information below is for fiscal periods ending on December 31 of each year,
and has been audited by the accounting firm of Price Waterhouse LLP. Their
report is included in the Portfolio's Annual Report, which is incorporated by
reference into the SAI. Expense and income ratios and portfolio turnover rates
have been annualized for periods of less than one year. Total returns for
periods of less than one year are not annualized. A detailed explanation of the
Financial Highlights can be found on page 4.

<TABLE>
<CAPTION>
1995 1994 1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Net asset value, beginning of period $10.63 $10.64 $10.00
Income from investment operations:
2. Net investment income .17 .15 .08
3. Net gains or (losses) on securities (both realized and unrealized) 2.45 (.06) .64
4. Total from investment operations 2.62 .09 .72
Less distributions:
5. Dividends (from net investment income) (.22) (.10) (.08)
6. Dividends (in excess of net investment income) -- -- --
7. Distributions (from capital gains) -- -- --
8. Total distributions (.22) (.10) (.08)
9. Net asset value, end of period $13.03 $10.63 $10.64
10. Total return 24.79% 0.84% 7.20%
11. Net assets, end of period (in thousands) $14,021 $3,153 $537
12. Ratio of gross expenses to average net assets 1.37%(3)(6) N/A N/A
13. Ratio of net expenses to average net assets 1.30%(3) 1.57%(2)(5) 0.25%(4)
14. Ratio of net investment income to average net assets 2.41% 1.90% 2.69%
15. Portfolio turnover rate 149% 158% 126%
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</TABLE>
(1) September 13, 1993 (inception) to December 31, 1993.
(2) Commissions payable by the Portfolio for transactions effected by a
broker-dealer affiliated with Janus Capital were credited against the
Portfolio's operating expenses. The effect of such directed brokerage
arrangement was de minimis.
(3) The Portfolio's expenses may be reduced through the use of brokerage
commissions and uninvested cash balances earning interest with the
Portfolio's custodian. The gross expense ratio for the fiscal period ended
December 31, 1995, does not reflect expense reductions, while the net
expense ratio does reflect such reductions.
(4) The ratio was 7.92% before waiver of certain fees and/or voluntary
reduction of advisor's fees to the effective rate of Janus Balanced Fund.
(5) The ratio was 1.74% before waiver of certain fees and/or voluntary
reduction of advisor's fees to the effective rate of Janus Balanced Fund.
(6) The ratio was 1.55% before waiver of certain fees and/or voluntary
reduction of advisor's fees to the effective rate of Janus Balanced Fund.

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

PERFORMANCE TERMS

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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THE PORTFOLIO IN DETAIL

The Portfolio's investment objective and policies are similar to those of Janus
Balanced Fund, a retail fund managed by Janus Capital. Although it is
anticipated that the Portfolio and Janus Balanced Fund will hold similar
securities, differences in asset size and cash flow needs as well as the
relative weightings of securities selections may result in differences in
investment performance. Expenses of the Portfolio and Janus Balanced Fund are
expected to differ. The variable contract owner will also bear various
insurance-related costs at the insurance company level. You should review the
accompanying separate account prospectus for a summary of contract fees and
expenses.

BALANCED PORTFOLIO IS DESIGNED FOR INVESTORS WHO PRIMARILY SEEK GROWTH OF
CAPITAL WITH A DEGREE OF EMPHASIS ON INCOME. IT IS NOT DESIGNED FOR INVESTORS
WHO DESIRE A CONSISTENT LEVEL OF INCOME.

INVESTMENT OBJECTIVE

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

TYPES OF INVESTMENTS

Balanced Portfolio may invest in common stocks of domestic and foreign
companies. The Portfolio may at times hold substantial positions in cash
equivalents or interest bearing securities. See "General Portfolio Policies" on
page 6. The Portfolio may invest to a lesser degree in other types of securities
including preferred stocks, warrants, convertible securities and debt securities
when the portfolio manager perceives an opportunity for capital growth from such
securities or to receive a return on idle cash. Debt and other income-producing
securities that the Portfolio may purchase include corporate bonds and notes
(not to exceed 35% of net assets in high-yield/high-risk securities); government
securities; mortgage- and asset-based securities (not to exceed 25% of assets);
zero-coupon bonds (not to exceed 10% of assets); indexed/structured notes;
high-grade commercial paper; certificates of deposit; and repurchase agreements.

The Portfolio may invest without limit in foreign equity and debt securities.
The Portfolio may use futures, options and other derivatives for hedging
purposes or as a means of enhancing return. See "Additional Risk Factors" on
page 7 for a discussion of the risks associated with foreign investing and
derivatives. The Portfolio may purchase securities on a when-issued, delayed
delivery or forward commitment basis.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN BALANCED PORTFOLIO.

HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF BALANCED
PORTFOLIO?
Balanced Portfolio may invest in a combination of common stocks, preferred
stocks, convertible securities, debt securities and other fixed-income
securities. Balanced Portfolio may shift assets between the growth and income
components of its portfolio based on its 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, then the Portfolio will
place a greater emphasis on the growth component.

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

WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF BALANCED PORTFOLIO?
The growth component of Balanced Portfolio is expected to consist primarily of
common stocks. The selection criteria for common stocks are described below.
Because income is a part of the investment objective of Balanced Portfolio, the
portfolio manager may consider dividend-paying characteristics to a greater
degree in selecting equity securities. Balanced Portfolio may also find
opportunities for capital growth from debt securities because of anticipated
changes in interest rates, credit standing, currency relationships or other
factors.

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

HOW ARE COMMON STOCKS SELECTED?
The Portfolio manager generally takes a "bottom up" approach to building the
growth component of the portfolio. In other words, he seeks to identify
individual companies with earnings growth potential that may not be recognized
by the market at large. Although themes may emerge in the Portfolio, securities
are generally selected without regard to any defined industry sector or other
similarly defined selection procedure.

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally, yes. The Portfolio manager seeks companies with earnings growth
potential, regardless of country of organization or place of principal business
activity. Foreign securities are generally selected on a stock-by-stock basis
without regard to any defined allocation among countries or geographic regions.
However, certain factors such as expected levels of inflation, government
policies influencing business conditions, the outlook for currency
relationships, and prospects for economic growth among countries, regions or
geographic areas may warrant greater consideration in selecting foreign
securities. See "Additional Risk Factors" on page 7.

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

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?
The fundamental risk associated with any common stock fund is the risk that the
value of the stocks it holds might decrease. Stock values may fluctuate in
response to the activities of an individual company or in response to general
market and economic conditions. Historically, common stocks have provided
greater long-term returns and have entailed greater short-term risks than other
investment choices. Smaller or newer issuers are more likely to realize more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on page 7.

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

WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF BALANCED PORTFOLIO?
The income component of Balanced Portfolio may consist of all types of
income-producing securities, including common stocks selected primarily for
their dividend payments, preferred stocks, convertible securities and all types
of debt securities. Income-producing securities are used to produce a more
consistent total return than the portfolio manager may attain through investing
solely in growth stocks. However, Balanced Portfolio is not designed to produce
a consistent level of income.

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

HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?
Diversification of the Portfolio's assets reduces the effect of any single
holding on its overall portfolio value. The Portfolio may also use futures,
options and other derivative instruments to protect its portfolio from movements
in securities' prices and interest rates. The Portfolio may use a variety of
currency hedging techniques, including forward currency contracts, to manage
exchange rate risk when investing directly in foreign markets. See "Additional
Risk Factors" on page 7. In addition, to the extent that the Portfolio holds a
larger cash position, it may not participate in market declines to the same
extent as if the Portfolio remained more fully invested in common stocks.

GENERAL PORTFOLIO POLICIES

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

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

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

o The Portfolio will not invest more than 25% of its assets in a single
issuer.

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
INTERNAL REVENUE SERVICE (IRS) LIMITATIONS
In addition to the diversification requirements stated above, the Portfolio
intends to comply with the diversification requirements currently imposed by the
IRS on separate accounts of insurance companies as a condition of maintaining
the tax-deferred status of variable contracts. More specific information may be
contained in the participating insurance company's separate account prospectus.

INDUSTRY CONCENTRATION
As a fundamental policy, the Portfolio will not invest more than 25% of its
total assets in any particular industry. This policy does not apply to U.S.
government securities.

BORROWING AND LENDING
The Portfolio may borrow money and lend securities or other assets, as follows:

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

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

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

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

INVESTMENTS IN FOREIGN SECURITIES, INCLUDING THOSE OF FOREIGN GOVERNMENTS,
INVOLVE GREATER RISKS THAN INVESTING IN COMPARABLE DOMESTIC SECURITIES.

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

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
o Market Risk. Foreign securities markets, particularly those of
underdeveloped or developing countries, may be less liquid and more
volatile than domestic markets. Certain markets may require payment for
securities before delivery and delays may be encountered in settling
securities transactions. In some foreign markets, there may not be
protection against failure by other parties to complete transactions. There
may be limited legal recourse against an issuer in the event of a default
on a debt instrument.

o Transaction Costs. Transaction costs of buying and selling foreign
securities, including brokerage, tax and custody costs, are generally
higher than those involved in domestic transactions.

INVESTMENTS IN SMALLER COMPANIES

SMALLER OR NEWER COMPANIES MAY SUFFER MORE SIGNIFICANT LOSSES AS WELL AS REALIZE
MORE SUBSTANTIAL GROWTH THAN LARGER OR MORE ESTABLISHED ISSUERS.

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

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

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

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

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

HIGH-YIELD/HIGH-RISK SECURITIES
High-yield/high-risk securities (or "junk" bonds) are debt securities rated
below investment grade by the primary rating agencies (e.g., Standard & Poor's
and Moody's). The Portfolio expects that holdings of lower quality securities,
if any, will consist primarily of bonds rated in the highest two tiers of
noninvestment grade securities.

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
the value of higher quality securities may be more sensitive to interest rate
movements than lower rated securities. Issuers of high-yield securities may not
be as strong financially as those issuing bonds with higher credit ratings.
Investments in such companies are considered to be more speculative than higher
quality investments.

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

See Appendix A for risks associated with certain other investments.

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
MANAGEMENT OF THE PORTFOLIO

TRUSTEES

INVESTMENT ADVISER

INVESTMENT PERSONNEL

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

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

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

Average Daily Net Annual Rate Expense Limit
Assets of Portfolio Percentage (%) Percentage (%)
- --------------------------------------------------------------------------------
First $ 30 Million 1.00* 2.50**
Next $270 Million .75
Next $200 Million .70
Over $500 Million .65
- --------------------------------------------------------------------------------
*Janus Capital has agreed to reduce the Portfolio's advisory fee to the extent
that such fee exceeds the effective rate of Janus Balanced Fund. Janus Capital
may terminate this fee reduction or the expense limitation set forth above at
any time upon 90 days' notice to the Trustees. The effective rate is the
advisory fee calculated by Janus Balanced Fund as of the last day of each
calendar quarter (expressed as an annual rate). The effective rate of Janus
Balanced Fund was 0.80% for the quarter ended March 31, 1996.
**The expense limit percentage will decrease as the Portfolio's assets increase.
Please see the SAI for more information.

PORTFOLIO TRANSACTIONS

OTHER SERVICE PROVIDERS

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

Domestic Custodian
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64105

Foreign Custodian
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

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

Janus Service Corporation is a wholly-owned subsidiary of Janus Capital.
Investors Fiduciary Trust Company is a wholly-owned subsidiary of State Street
Bank and Trust Company.

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
OTHER INFORMATION

THE VALUATION OF SHARES
The NAV of the Portfolio' shares is determined at the close of the regular
trading session of the New York Stock Exchange (the "NYSE") (normally 4:00 p.m.,
New York time) each day that the NYSE is open. NAV per share is determined by
dividing the total value of the securities and other assets, less liabilities,
by the total number of shares outstanding. Securities are valued at market value
or, if market information 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.

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
DISTRIBUTIONS AND TAXES

TAXES

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
SHAREHOLDER'S GUIDE

PURCHASES

REDEMPTIONS

SHAREHOLDER COMMUNICATIONS

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
APPENDIX A

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.

High-yield/High-risk securities are securities that are rated below investment
grade by the primary rating agencies (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."

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 Portfolio from a dealer
that give the Portfolio the option to sell a security to the dealer at a
specified price.

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

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
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.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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).

JANUS ASPEN SERIES BALANCED PORTFOLIO PROSPECTUS May 1, 1996
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<PAGE>
[LOGO]

JANUS ASPEN SERIES
FLEXIBLE INCOME PORTFOLIO

Prospectus

May 1, 1996

Flexible Income Portfolio (the "Portfolio") is a diversified portfolio that
seeks to maximize total return from a combination of income and capital
appreciation by investing primarily in income-producing securities. THE
PORTFOLIO MAY HAVE SUBSTANTIAL HOLDINGS OF LOWER RATED DEBT SECURITIES OR "JUNK"
BONDS.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.

CONTENTS

- --------------------------------------------------------------------------------
THE PORTFOLIO AT A GLANCE
Brief description of the Portfolio ...................................... 2
- --------------------------------------------------------------------------------
EXPENSE INFORMATION
The Portfolio's annual operating expenses ............................... 2
A summary of financial data ............................................. 3
- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An explanation of performance terms ..................................... 4
- --------------------------------------------------------------------------------
THE PORTFOLIO IN DETAIL
The Portfolio's Investment Objective and Policies ....................... 5
General Portfolio Policies .............................................. 6
Additional Risk Factors ................................................. 7
- --------------------------------------------------------------------------------
MANAGEMENT OF THE PORTFOLIO
Investment Adviser and Investment Personnel ............................. 9
Management Expenses ..................................................... 10
Portfolio Transactions .................................................. 10
Other Service Providers ................................................. 10
Other Information ....................................................... 11
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ........................................................... 12
Taxes ................................................................... 12
- --------------------------------------------------------------------------------
SHAREHOLDER'S GUIDE
Purchases ............................................................... 13
Redemptions ............................................................. 13
Shareholder Communications .............................................. 13
- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ............................................ 14
- --------------------------------------------------------------------------------
APPENDIX B
Explanation of Rating Categories ........................................ 16

JANUS ASPEN SERIES FLEXIBLE INCOME PORTFOLIO PROSPECTUS
<PAGE>
THE PORTFOLIO AT A GLANCE

INVESTMENT OBJECTIVE: The investment objective of the Portfolio is to obtain
maximum total return, consistent with the preservation of capital.

PRIMARY HOLDINGS: A nondiversified portfolio that pursues its investment
objective primarily through investments in income-producing securities. Total
return is expected to result from a combination of current income and capital
appreciation, although income will normally be the dominant component of total
return. As a fundamental policy, the Portfolio will invest at least 80% of its
assets in income-producing securities.

SHAREHOLDER'S INVESTMENT HORIZON: The Portfolio is designed for investors who
primarily seek current income.

Inception: September 1993
Manager: Ronald V. Speaker

EXPENSE INFORMATION

SHAREHOLDER TRANSACTION EXPENSES

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

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

Management Fee Other Expenses Total Portfolio Operating Expenses
- --------------------------------------------------------------------------------
.65% .42% 1.07%
- --------------------------------------------------------------------------------
(1) The fees and expenses in the table above are based on gross expenses before
expense offset arrangements for the fiscal year ended December 31, 1995.

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
$11 $34 $59 $131
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

JANUS ASPEN SERIES FLEXIBLE INCOME PORTFOLIO PROSPECTUS May 1, 1996
2
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
1995 1994 1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Net asset value, beginning of period $9.48 $9.97 $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
2. Net investment income .53 .47 .11
3. Net gains or (losses) on securities (both realized and unrealized) 1.70 (.56) (.04)
- ------------------------------------------------------------------------------------------------------------------------------------
4. Total from investment operations 2.23 (.09) .07
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions:
5. Dividends (from net investment income) (.60) (.40) (.10)
6. Dividends (in excess of net investment income) -- -- --
7. Distributions (from capital gains) -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
8. Total distributions (.60) (.40) (.10)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Net asset value, end of period $11.11 $9.48 $9.97
- ------------------------------------------------------------------------------------------------------------------------------------
10. Total return 23.86% (0.91%) 0.70%
- ------------------------------------------------------------------------------------------------------------------------------------
11. Net assets, end of period (in thousands) $10,831 $1,924 $538
12. Ratio of gross expenses to average net assets 1.07%(2)(5) N/A N/A
13. Ratio of net expenses to average net assets 1.00%(2) 1.00%(4) 1.00%(3)
14. Ratio of net investment income to average net assets 7.46% 5.49% 3.77%
15. Portfolio turnover rate 236% 234% 508%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) September 13, 1993 (inception) to December 31, 1993.
(2) The Portfolio's expenses may be reduced through the use of brokerage
commissions and uninvested cash balances earning interest with the
Portfolio's custodian. The gross expense ratio for the fiscal period ended
December 31, 1995, does not reflect expense reductions, while the net
expense ratio does reflect such reductions.
(3) The ratio was 5.27% before waiver of certain fees.
(4) The ratio was 1.35% before waiver of certain fees.
(5) The ratio was 1.07% before waiver of certain fees.

JANUS ASPEN SERIES FLEXIBLE INCOME PORTFOLIO PROSPECTUS May 1, 1996
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UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

PERFORMANCE TERMS

Yield shows the rate of income the Portfolio earns on its investments as a
percentage of the Portfolio's share price. It is calculated by dividing the
Portfolio's net investment income for a 30-day period by the average number of
shares entitled to receive dividends and dividing the result by the Portfolio's
NAV per share at the end of the 30-day period. Yield does not include changes in
NAV.

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

THE PORTFOLIO IMPOSES NO SALES OR OTHER CHARGES THAT WOULD AFFECT TOTAL RETURN
OR YIELD COMPUTATIONS. YIELD AND TOTAL RETURN FIGURES OF THE PORTFOLIO INCLUDE
THE EFFECT OF DEDUCTING THE PORTFOLIO'S EXPENSES, BUT MAY NOT INCLUDE CHARGES
AND EXPENSES ATTRIBUTABLE TO ANY PARTICULAR INSURANCE PRODUCT. PORTFOLIO
PERFORMANCE FIGURES ARE BASED UPON HISTORICAL RESULTS AND ARE NOT INTENDED TO
INDICATE FUTURE PERFORMANCE. INVESTMENT RETURNS AND NET ASSET VALUE WILL
FLUCTUATE SO THAT SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST.

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THE PORTFOLIO IN DETAIL

The Portfolio's investment objective and policies are similar to those of Janus
Flexible Income Fund, a retail fund managed by Janus Capital. Although it is
anticipated that the Portfolio and Janus Flexible Income Fund will hold similar
securities, differences in asset size and cash flow needs as well as the
relative weightings of securities selections may result in differences in
investment performance. Expenses of the Portfolio and Janus Flexible Income Fund
are expected to differ. The variable contract owner will also bear various
insurance-related costs at the insurance company level. You should review the
accompanying separate account prospectus for a summary of contract fees and
expenses.

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FLEXIBLE INCOME PORTFOLIO IS DESIGNED FOR THOSE INVESTORS WHO PRIMARILY SEEK
CURRENT INCOME.

INVESTMENT OBJECTIVE

The investment objective of the Portfolio is to obtain maximum total return,
consistent with preservation of capital. The Portfolio pursues its objective
primarily through investments in income-producing securities. Total return is
expected to result from a combination of current income and capital
appreciation, although income will normally be the dominant component of total
return. As a fundamental policy, the Portfolio will invest at least 80% of its
assets in income-producing securities.

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

Flexible Income Portfolio may invest without limit in foreign securities,
including those of corporate and government issuers. The Portfolio may invest
without limit in high-yield/high-risk securities and may have substantial
holdings of such securities. The risks of foreign securities and high-yield
securities are described under "Additional Risk Factors" on page 7.

TYPES OF INVESTMENTS

Subject to the specific investment policies discussed above, the Portfolio may
also invest in mortgage- and asset-backed securities; zero coupon bonds (up to
10% of assets); high-yield/high-risk securities; securities purchased on a
when-issued, delayed delivery or forward commitment basis; and
indexed/structured securities. In addition, the Portfolio may use futures,
options and other derivatives for hedging purposes or for other purposes, such
as enhancing return. See "Additional Risk Factors" on page 7. When its portfolio
manager is unable to locate investment opportunities with favorable risk/reward
characteristics, the cash position of the Portfolio may increase and the
Portfolio may have substantial holdings of cash or cash equivalent short-term
obligations. See "General Portfolio Policies" on page 6.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN FLEXIBLE INCOME PORTFOLIO.

HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?
A fundamental risk associated with any fund that invests in fixed-income
securities (e.g., a bond fund) is the risk that the value of the securities it
holds will rise or fall as interest rates change. Generally, a fixed-income
security will increase in value when interest rates fall and decrease in value
when interest rates rise. Longer-term securities are generally more sensitive to
interest rate changes than shorter-term securities, but they generally offer
higher yields to compensate investors for the associated risks. A bond fund's
average-weighted maturity and its duration are measures of how the portfolio may
react to interest rate changes.

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WHAT IS MEANT BY THE PORTFOLIO'S "AVERAGE-WEIGHTED MATURITY"?
The stated maturity of a bond is the date when the issuer must repay the bond's
entire principal value to an investor, such as the Portfolio. A bond's term to
maturity is the number of years remaining to maturity. A bond fund does not have
a stated maturity, but it does have an average-weighted maturity. This number is
calculated by averaging the terms to maturity of bonds held by the Portfolio
with each maturity "weighted" according to the percentage of net assets that it
represents.

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WHAT IS MEANT BY THE PORTFOLIO'S "DURATION"?
A bond's duration indicates the time it will take an investor to recoup his or
her 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 the Portfolio with each duration "weighted" according
to the percentage of net assets that it represents. Because duration accounts
for interest payments, the Portfolio's duration is usually shorter than its
average maturity.

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HOW DOES FLEXIBLE INCOME PORTFOLIO MANAGE INTEREST RATE RISK?
The Portfolio may vary its average-weighted maturity to reflect its portfolio
manager's analysis of interest rate trends and other factors. The Portfolio's
average-weighted maturity will tend to be shorter when its portfolio manager
expects interest rates to rise and longer when its portfolio manager expects
interest rates to fall. The Portfolio may also use futures, options and other
derivatives to manage interest rate risk. See "Additional Risk Factors" on page
7.

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WHAT IS MEANT BY "CREDIT QUALITY"?
Credit quality measures the likelihood that the issuer will meet its obligations
on a bond. One of the fundamental risks associated with all fixed-income funds
is credit risk, which is the risk that an issuer will be unable to make
principal and interest payments when due. U.S. government securities are
generally considered to be the safest type of investment in terms of credit
risk. 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.

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

GENERAL PORTFOLIO POLICIES

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

o The Portfolio will not invest more than 25% of its assets in a single
issuer.

INDUSTRY CONCENTRATION
As a fundamental policy, the Portfolio will not invest more than 25% of its
total assets in any particular industry. This policy does not apply to U.S.
government securities.

PORTFOLIO TURNOVER
The Portfolio generally intends to purchase securities for long-term investment
rather than short-term gains. However, short-term

JANUS ASPEN SERIES FLEXIBLE INCOME PORTFOLIO PROSPECTUS May 1, 1996
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transactions may result from liquidity needs, securities having reached a price
or yield objective, changes in interest rates or the credit standing of an
issuer, or by reason of economic or other developments not foreseen at the time
of the initial investment decision. Changes are made in the Portfolio whenever
its portfolio manager believes such changes are desirable. The Portfolio
turnover rate is generally not a factor in making buy and sell decisions.

BORROWING AND LENDING
The Portfolio may borrow money and lend securities or other assets, as follows:

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

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

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

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

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

INVESTMENTS IN FOREIGN SECURITIES, INCLUDING THOSE OF FOREIGN GOVERNMENTS,
INVOLVE GREATER RISKS THAN INVESTING IN COMPARABLE DOMESTIC SECURITIES.

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

o Transaction Costs. Transaction costs of buying and selling foreign
securities, including brokerage, tax and custody costs, are generally
higher than those involved in domestic transactions.

JANUS ASPEN SERIES FLEXIBLE INCOME PORTFOLIO PROSPECTUS May 1, 1996
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foreign currency markets or interest rates. To a limited extent, the Portfolio
may also use derivative instruments for non-hedging purposes such as seeking to
increase its income or otherwise seeking to enhance return. Please refer to
Appendix A to this Prospectus and the SAI for a more detailed discussion of
these instruments.

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

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

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

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

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

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

See Appendix A for risks associated with certain other investments.

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MANAGEMENT OF THE PORTFOLIO

TRUSTEES

INVESTMENT ADVISER

INVESTMENT PERSONNEL

Ronald V. Speaker is Executive Vice President and portfolio manager of Flexible
Income Portfolio, which he has managed since its inception. He managed
Short-Term Bond Portfolio from its inception through April 1996 and also manages
Janus High-Yield Fund and the High-Yield Portfolio of the Trust. Mr. Speaker
joined Janus Capital in 1986. He has managed Janus Flexible Income Fund since
December 1991 and previously managed Janus Intermediate Government Securities
Fund, Janus Short-Term Bond Fund and Janus Federal Tax-Exempt Fund from their
inceptions through December 1995. He holds a Bachelor of Arts in Finance from
the University of Colorado and is a Chartered Financial Analyst.

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BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

PORTFOLIO TRANSACTIONS

OTHER SERVICE PROVIDERS

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

Domestic Custodian
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64105

Foreign Custodian
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

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

Janus Service Corporation is a wholly-owned subsidiary of Janus Capital.
Investors Fiduciary Trust Company is a wholly-owned subsidiary of State Street
Bank and Trust Company.

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OTHER INFORMATION

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DISTRIBUTIONS AND TAXES

TAXES

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SHAREHOLDER'S GUIDE

PURCHASES

REDEMPTIONS

SHAREHOLDER COMMUNICATIONS

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APPENDIX A

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.

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 Portfolio from a dealer
that give the Portfolio the option to sell a security to the dealer at a
specified price.

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

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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.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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).

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APPENDIX B

EXPLANATION OF RATING CATEGORIES

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

STANDARD & POOR'S RATINGS SERVICES

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

D In default.

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MOODY'S INVESTORS SERVICE, INC.

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.
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Unrated securities will be treated as noninvestment grade securities unless the
portfolio manager determines that such securities are the equivalent of
investment grade securities. Securities that have received different 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 year ended December 31, 1995, the percentage of securities
holdings for the Flexible Income Portfolio by rating category based upon a
weighted monthly average was:

Bonds - S&P Rating Flexible Income Portfolio

AAA 16%
AA 2%
A 15%
BBB 22%
BB 14%
B 21%
CCC 0%
CC 0%
C 0%
Preferred Stock 0%
Cash and Options 10%
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TOTAL 100%
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