JANUS ASPEN SERIES
497, 1996-01-19
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CONTENTS

PORTFOLIOS AT A GLANCE
Brief description of each Portfolio .......................................    2
FINANCIAL HIGHLIGHTS
A summary of financial data ...............................................    3
PERFORMANCE TERMS
An Explanation of Performance Terms .......................................    4
THE PORTFOLIOS IN DETAIL
The Portfolios' Investment Objectives and Policies ........................    5
General Portfolio Policies ................................................    8
Additional Risk Factors ...................................................   10
MANAGEMENT OF THE PORTFOLIOS
Management & Investment Personnel .........................................   12
Management Expenses .......................................................   13
Portfolio Transactions ....................................................   13
Other Service Providers ...................................................   13
Other Information .........................................................   14
DISTRIBUTIONS AND TAXES
Distributions and Taxes ...................................................   15
SHAREHOLDER'S GUIDE
Purchases .................................................................   16
Redemptions ...............................................................   16
Shareholder Communications ................................................   16
APPENDIX A
Glossary of Investment Terms ..............................................   17
APPENDIX B
Explanation of Rating Categories ..........................................   19



                                     [LOGO]

                               JANUS ASPEN SERIES

                                   Prospectus

                                  May 1, 1995



This  prospectus  describes  six  mutual  funds  with a  variety  of  investment
objectives,  including  growth of capital,  current  income and a combination of
growth  and  income  (the  "Portfolios").   Janus  Capital  Corporation  ("Janus
Capital") serves as investment adviser to each Portfolio. Janus Capital has been
in the investment  advisory business for 25 years and currently manages over $22
billion in assets.

Each  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.  Certain  Portfolios  may not be  available  in
connection  with  a  particular   contract  and  certain   contracts  may  limit
allocations among the Portfolios.  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 Portfolios that a prospective
purchaser of a variable  insurance  contract should  consider before  allocating
purchase payments or premiums to the Portfolios.  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  Portfolios  is  contained  in a Statement of
Additional  Information ("SAI") filed with the SEC. The SAI dated May 1, 1995 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.


JANUS ASPEN SERIES PROSPECTUS

<PAGE>

PORTFOLIOS AT A GLANCE

This section is designed to provide you with a brief  overview of the Portfolios
and their  investment  emphasis.  A more detailed  discussion of the Portfolios'
investment objectives and policies begins on page 5.

GROWTH PORTFOLIO

Focus:  A  diversified  portfolio  that  seeks  long-term  growth of  capital by
investing  primarily in common stocks, with an emphasis on companies with larger
market capitalizations.

Inception: September 1993

Manager: James P. Craig

AGGRESSIVE GROWTH PORTFOLIO

Focus:  A  nondiversified  portfolio that seeks  long-term  growth of capital by
investing  primarily in common  stocks.  The common stocks held by the Portfolio
will normally have an average  market  capitalization  between $1 billion and $5
billion.

Inception: September 1993

Manager: James P. Goff

WORLDWIDE GROWTH PORTFOLIO

Focus:  A  diversified  portfolio  that  seeks  long-term  growth of  capital by
investing primarily in common stocks of foreign and domestic companies.

Inception: September 1993

Manager: Helen Young Hayes

INTERNATIONAL GROWTH PORTFOLIO

Focus:  A  diversified  portfolio  that  seeks  long-term  growth of  capital by
investing primarily in common stocks of foreign companies.

Inception: May 1994

Manager: Helen Young Hayes

BALANCED PORTFOLIO

Focus: A diversified  portfolio that seeks long-term  growth of capital balanced
by current income. The Portfolio normally invests 40-60% of its assets in equity
securities  selected  for their  growth  potential  and  40-60% in  fixed-income
securities.

Inception: September 1993

Manager: James P. Craig

SHORT-TERM BOND PORTFOLIO

Focus:  A diversified  portfolio that seeks a high level of current income while
minimizing  interest  rate  risk  by  investing  in  shorter  term  fixed-income
securities. Its average-weighted maturity is normally less than three years.

Inception: September 1993

Manager: Ronald V. Speaker

JANUS SPECTRUM

The spectrum  below shows Janus  Capital's  assessment of the potential  overall
risk of the Portfolios relative to one another and should not be used to compare
the Portfolios to other mutual funds or other types of investments. The spectrum
was  determined  based on a number of factors such as the types of securities in
which the Funds intend to invest, the degree of diversification  intended and/or
permitted,  and the sizes of the Portfolios and, in addition,  was significantly
affected by the  portfolio  managers'  investment  styles.  These  factors  were
considered as of the date of this  prospectus  and will be reassessed  with each
new prospectus.  Specific risks of certain types of instruments in which some of
the  Portfolios  may  invest,  including  foreign  securities,  junk  bonds  and
derivative  instruments  such as futures  contracts  and options,  are described
under  "Additional  Risk Factors" on page 10. THE SPECTRUM IS NOT  INDICATIVE OF
THE FUTURE  VOLATILITY OR PERFORMANCE  OF A PORTFOLIO AND RELATIVE  POSITIONS OF
PORTFOLIOS WITHIN THE SPECTRUM MAY CHANGE IN THE FUTURE.

[chart]

The spectrum  illustrates the potential overall risk of the portfolios  relative
to one another.  The  portfolios'  risk ranges from  conservative to aggressive.
Growth Portfolio is shown as moderate;  Aggressive  Growth Portfolio is shown as
aggressive;   Worldwide  Growth  Portfolio  is  shown  as   moderate-aggressive;
International  Growth  Portfolio  is  shown  as  moderate-aggressive  (but  more
aggressive  than Worldwide  Growth  Portfolio);  Balanced  Portfolio is shown as
moderate; and Short-Term Bond Portfolio is shown as conservative.


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       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  Portfolios'  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>
                                                                                            Aggressive
                                                      Growth Portfolio                   Growth Portfolio
                                                   1994             1993(1)           1994             1993(1)
- --------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>               <C>              <C>         
 1. Net asset value, beginning of period       $  10.32          $ 10.00          $  11.80          $ 10.00        
    Income from investment operations:
 2. Net investment income                          0.09             0.03              0.11             0.01        
 3. Net gains or (losses) on securities
    (both realized and unrealized)                 0.20             0.32              1.82             1.80        
 4. Total from investment operations               0.29             0.35              1.93             1.81        
    Less distributions:
 5. Dividends
    (from net investment income)                  (0.04)           (0.03)            (0.11)           (0.01)       
 6. Dividends (in excess of net investment
    income)                                        --               --                --               --          
 7. Distributions (from capital gains)             --               --                --               --          
 8. Total distributions                           (0.04)           (0.03)            (0.11)           (0.01)       
 9. Net asset value, end of period             $  10.57          $ 10.32          $  13.62          $ 11.80        
10. Total return                                   2.76%            3.50%            16.33%           18.05%       
11. Net assets, end of period (in thousands)   $ 43,549          $ 7,482          $ 41,289          $ 1,985        
12. Ratio of expenses to average net assets        0.88%(5)         0.25%(3)          1.05%(5)         0.25%(3)    
13. Ratio of net investment income to
    average net assets                             1.45%            2.54%             2.18%            0.34%       
14. Portfolio turnover rate                         169%             162%              259%              31%       
- --------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                     International
                                                              Worldwide                 Growth
                                                           Growth Portfolio            Portfolio
                                                        1994            1993(1)          1994(2)
- ---------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>   
 1. Net asset value, beginning of period            $  11.89         $ 10.00          $ 10.00
    Income from investment operations:
 2. Net investment income                               0.04            0.02            (0.09)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                      0.14            1.89            (0.19)
 4. Total from investment operations                    0.18            1.91            (0.28)
    Less distributions:
 5. Dividends
    (from net investment income)                        --             (0.01)            --
 6. Dividends (in excess of net investment
    income)                                             --             (0.01)            --
 7. Distributions (from capital gains)                  --              --               --
 8. Total distributions                                 --             (0.02)            --
 9. Net asset value, end of period                  $  12.07         $ 11.89          $  9.72
10. Total return                                        1.53%          19.10%           (2.80%)
11. Net assets, end of period (in thousands)        $ 37,728         $ 4,856          $ 1,353
12. Ratio of expenses to average net assets             1.18%(5)        0.25%(3)         2.50%(4)
13. Ratio of net investment income to
    average net assets                                  0.50%           0.84%           (1.30%)
14. Portfolio turnover rate                              217%             57%             275%
- ---------------------------------------------------------------------------------------------------
</TABLE>

(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  May 2, 1994 (inception) to December 31, 1994.
(3)  For the period from  September 13, 1993  (inception)  to December 31, 1993,
     the ratio of  expenses  to average  net assets was 1.82%,  3.26% and 2.44%,
     respectively,   for  Growth,   Aggressive   Growth  and  Worldwide   Growth
     Portfolios, before voluntary waiver of certain Portfolio expenses.
(4)  For the period from May 2, 1994 (inception) to December 31, 1994, the ratio
     of  expenses  to average net assets was 4.62%  before  voluntary  waiver of
     certain Portfolio expenses.
(5)  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.


<TABLE>
<CAPTION>
                                                                    Balanced Portfolio                 Short-Term Bond Portfolio
                                                                 1994               1993(1)            1994               1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>                <C>               <C>   
 1. Net asset value, beginning of period                      $ 10.64             $10.00            $  9.93             $10.00
    Income from investment operations:
 2. Net investment income                                        0.15              0.08                0.35              0.11
 3. Net gains or (losses) on securities
    (both realized and unrealized)                              (0.06)             0.64               (0.26)            (0.08)
 4. Total from investment operations                             0.09              0.72                0.09              0.03
    Less distributions:
 5. Dividends (from net investment income)                      (0.10)            (0.08)              (0.30)            (0.10)
 6. Dividends (in excess of net investment
    income)                                                      --                --                  --                --
 7. Distributions (from capital gains)                           --                --                  --                --
 8. Total distributions                                         (0.10)            (0.08)              (0.30)            (0.10)
 9. Net asset value, end of period                            $ 10.63             $10.64            $  9.72             $9.93
10. Total return                                                 0.84%             7.20%               0.92%             0.30%
11. Net assets, end of period (in thousands)                  $ 3,153             $ 537             $ 2,902             $ 502
12. Ratio of expenses to average net assets                      1.57%(4)          0.25%(2)            0.65%(3)          0.65%(2)
13. Ratio of net investment income to
    average net assets                                           1.90%             2.69%               5.00%             3.57%
14. Portfolio turnover rate                                       158%              126%                256%               91%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  For the period from  September 13, 1993  (inception)  to December 31, 1993,
     the  ratio of  expenses  to  average  net  assets  was  5.46%,  and  5.33%,
     respectively, for Balanced and Short-Term Bond Portfolios, before voluntary
     waiver of certain Portfolio expenses.
(3)  For the fiscal  year ended  December  31,  1994,  the ratio of  expenses to
     average  net  assets was  1.40%,  for  Short-Term  Bond  Portfolio,  before
     voluntary waiver of certain Portfolio expenses.
(4)  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.


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       3
<PAGE>

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

This  section  is  designed  to  help  you  better  understand  the  information
summarized in the Financial  Highlights  tables.  The tables  contain  important
historical  operating  information  that may be useful in making your investment
decision or  understanding  how your  investment has performed.  The Portfolios'
Annual  Report   contains   additional   information   about  each   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 a  Portfolio.  It is
computed  by adding  the  value of all of a  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  tables  represents the change in value of a 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 a Portfolio,  less Portfolio  expenses.  Dividends
(from net investment  income) is the per share amount that a Portfolio paid from
net investment income.

Net gain or (loss) on securities is the per share  increase or decrease in value
of the  securities  a  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 a 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.  A PORTFOLIO'S  TOTAL RETURN CANNOT BE COMPUTED DIRECTLY FROM
THE FINANCIAL HIGHLIGHTS TABLES.

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

Ratio of net  investment  income to  average  net  assets is a  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 a 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 a Portfolio's securities.

PERFORMANCE TERMS

This section will help you  understand  various  terms that are commonly used to
describe a 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 a Portfolio's  performance  to the  performance  of other mutual
funds,  mutual  fund  averages  or  recognized  stock  market  indices.   Growth
Portfolio,    Aggressive   Growth   Portfolio,   Worldwide   Growth   Portfolio,
International   Growth  Portfolio  and  Balanced  Portfolio   generally  measure
performance in terms of total return,  while Short-Term Bond Portfolio generally
uses yield.

Cumulative  Total Return  represents  the actual rate of return on an investment
for a specified  period.  The Financial  Highlights  tables on page 3 show total
return for a single fiscal period.  Cumulative  total return is generally quoted
for more than one year  (e.g.,  the life of a  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 a Portfolio's  return and are not
the same as actual annual results.

Yield  shows  the rate of  income a  Portfolio  earns  on its  investments  as a
percentage  of the  Portfolio's  share  price.  It is  calculated  by dividing a
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 a Portfolio  for a year and that  Portfolio  continued to have the same yield
for the entire year.

THE  PORTFOLIOS  IMPOSE NO SALES OR OTHER CHARGES THAT WOULD AFFECT TOTAL RETURN
OR YIELD COMPUTATIONS.  YIELD AND TOTAL RETURN FIGURES OF THE PORTFOLIOS INCLUDE
THE EFFECT OF DEDUCTING EACH 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 PROSPECTUS                                        MAY 1, 1995

                                       4
<PAGE>

THE PORTFOLIOS IN DETAIL

This  section  takes a closer  look at the  Portfolios'  investment  objectives,
policies and the securities in which they invest.  Please  carefully  review the
"Additional  Risk  Factors"  section  of  this  Prospectus  for a more  detailed
discussion of the risks associated with certain investment techniques as well as
the risk spectrum on page 2.  Appendix A contains a more detailed  discussion of
instruments in which the Portfolios may invest.  You should  carefully  consider
your  investment  goals,  time  horizon  and risk  tolerance  before  choosing a
Portfolio.

Each  Portfolio  has an  investment  objective  and policies that are similar to
those of a Janus retail fund, as illustrated in the chart below.  Although it is
anticipated  that each  Portfolio  and its  corresponding  retail 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 each Portfolio and its corresponding retail
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 each Portfolio's investment objective,  are
not  fundamental  and may be  changed  by the  Portfolios'  Trustees  without  a
shareholder vote. You will be notified of any such changes that are material. If
there is a material  change in a Portfolio's  objective or policies,  you should
consider  whether that  Portfolio  remains an  appropriate  investment  for your
variable insurance contract or qualified retirement plan.

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

Each of the Portfolios has a similar investment objective and similar investment
policies to an existing Janus retail fund.

Growth Portfolio .............................                        Janus Fund
Aggressive Growth Portfolio ..................             Janus Enterprise Fund
Worldwide Growth Portfolio ...................              Janus Worldwide Fund
International Growth Portfolio ...............               Janus Overseas Fund
Balanced Portfolio ...........................               Janus Balanced Fund
Short-Term Bond Portfolio ....................        Janus Short-Term Bond Fund

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

GROWTH PORTFOLIO

The investment  objective of this Portfolio is long-term  growth of capital in a
manner  consistent  with  the  preservation  of  capital.  It  is a  diversified
portfolio  that pursues its objective by investing in common stocks of companies
of any size.  This  Portfolio  generally  invests  in larger,  more  established
issuers.

AGGRESSIVE GROWTH PORTFOLIO

The investment  objective of this Portfolio is long-term  growth of capital in a
manner  consistent  with the  preservation  of capital.  It is a  nondiversified
Portfolio that, under normal circumstances,  pursues its investment objective by
holding common stocks with an average market  capitalization  between $1 billion
and $5 billion.

WORLDWIDE GROWTH PORTFOLIO

The investment  objective of this Portfolio is long-term  growth of capital in a
manner  consistent  with  the  preservation  of  capital.  It  is a  diversified
Portfolio  that pursues its objective  primarily  through  investments in common
stocks of foreign and domestic  issuers.  The Portfolio has the  flexibility  to
invest  on a  worldwide  basis  in  companies  and  organizations  of any  size,
regardless of country of organization or place of principal  business  activity.
Worldwide  Growth  Portfolio  normally  invests  in  issuers  from at least five
different  countries,  including the United  States.  The Portfolio may at times
invest in fewer than five countries or even a single country.

INTERNATIONAL GROWTH PORTFOLIO

The investment objective of this Portfolio is long-term growth of capital. It is
a diversified Portfolio that pursues its objective primarily through investments
in common stocks of issuers located outside the United States. The Portfolio has
the  flexibility  to  invest  on  a  worldwide  basis  in  companies  and  other
organizations  of any size,  regardless of country of  organization  or place of
principal business activity.  The Portfolio normally invests at least 65% of its
total assets in  securities of issuers from at least five  different  countries,
excluding  the  United  States.   Although  the  Portfolio   intends  to  invest
substantially all of its assets in issuers located outside the United States, it
may at times  invest  in U.S.  issuers,  and it may at times  invest  all of its
assets in fewer than five countries or even a single country.

TYPES OF SECURITIES

Each of these  Portfolios  invests  primarily  in common  stocks of foreign  and
domestic companies.  However, the percentage of each Portfolio's assets invested
in common  stocks  will vary and each  Portfolio  may at times hold  substantial
positions  in cash  equivalents  or interest  bearing  securities.  See "General
Portfolio  Policies" on page 9. Each  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 on
idle cash.  Debt and other  income-producing  securities that the Portfolios may
purchase  include those  described with respect to the Short-Term Bond Portfolio
on page 8.

Although  Worldwide  Growth  Portfolio and  International  Growth  Portfolio are
committed to foreign investing, Growth Portfolio and Aggressive Growth Portfolio
may also  invest  without  limit in  foreign  equity  and debt  securities.  The
Portfolios may invest  directly 


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       5
<PAGE>

in foreign securities  denominated in a foreign currency and not publicly traded
in the United  States.  Other ways of  investing in foreign  securities  include
depositary  receipts  or  shares,  and  passive  foreign  investment   companies
("PFICs").  These Portfolios may use futures,  options and other derivatives for
hedging  purposes  or as a means  of  enhancing  return.  See  "Additional  Risk
Factors"  on page 10 for a  discussion  of the  risks  associated  with  foreign
investing and derivatives.  Some securities that the Portfolios  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 GROWTH PORTFOLIO,  AGGRESSIVE GROWTH PORTFOLIO, WORLDWIDE GROWTH PORTFOLIO OR
INTERNATIONAL GROWTH PORTFOLIO.

HOW ARE COMMON STOCKS SELECTED?

Each of these  Portfolios may invest  substantially  all of its assets in common
stocks to the extent its portfolio  manager  believes  that the relevant  market
environment favors profitable investing in those securities.  Portfolio managers
take a "bottom up" approach to building their  portfolios.  In other words, they
seek to identify  individual  companies with earnings growth  potential that may
not be  recognized  by the  market at large.  Although  themes may emerge in any
Portfolio, securities are 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 these Portfolios'
investments will be incidental to its objective.

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN STOCKS?

Generally,   yes.   Portfolio  managers  seek  companies  with  earnings  growth
potential,  regardless of country of organization or place of principal business
activity.  Foreign  securities  are 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 stocks. See "Additional Risk
Factors" on page 10.

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

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 10.

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

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
Aggressive  Growth Portfolio which may invest in small to medium sized companies
to a greater degree.  Although Growth Portfolio,  Worldwide Growth Portfolio and
International  Growth  Portfolio do not  emphasize  companies of any  particular
size,  Portfolios  with a larger asset base are more likely to invest in larger,
more-established issuers.

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

HOW DOES A DIVERSIFIED PORTFOLIO DIFFER FROM A NONDIVERSIFIED PORTFOLIO?

Diversification is a means of reducing risk by investing a Portfolio's assets in
a broad range of stocks or other securities.  A  "nondiversified"  portfolio has
the ability to take larger positions in a smaller number of issuers. Because the
appreciation  or depreciation of a single stock may have a greater impact on the
NAV of a nondiversified  portfolio, its share price can be expected to fluctuate
more than a comparable diversified  portfolio.  Aggressive Growth Portfolio is a
nondiversified portfolio.

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

HOW DO THESE PORTFOLIOS TRY TO REDUCE RISK?

Diversification of a Portfolio's assets reduces the effect of any single holding
on its overall  portfolio  value. A Portfolio may also use futures,  options and
other  derivative  instruments  to  protect  its  portfolio  from  movements  in
securities  prices  and  interest  rates.  The  Portfolios  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 10. In addition,  to the extent that a 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.


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                                       6
<PAGE>

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.

BALANCED PORTFOLIO

The  investment  objective  of  this  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 equity securities selected primarily for their
growth  potential  and 40-60% of its  assets in  fixed-income  securities.  This
Portfolio invests at least 25% of its assets in fixed-income  senior securities,
which include corporate debt securities and preferred stocks.

TYPES OF SECURITIES

Balanced  Portfolio  may  invest in the types of  growth  securities  previously
described  on  pages  5-6.  The  Portfolio  may  also  invest  in the  types  of
income-producing  securities  described  below for  Short-Term  Bond  Portfolio.
Investments  in junk bonds will not exceed 35% of net assets and  investments in
mortgage- and asset-backed securities will not exceed 25% of assets.

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

HOW ARE ASSETS  ALLOCATED  BETWEEN THE GROWTH AND INCOME  COMPONENT  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 on page 6.
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.

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

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.

SHORT-TERM  BOND  PORTFOLIO IS DESIGNED FOR THOSE  INVESTORS WHO PRIMARILY  SEEK
CURRENT INCOME.

SHORT-TERM BOND PORTFOLIO

The investment objective of this Portfolio is to seek as high a level of current
income as is consistent with preservation of capital.  The Portfolio pursues its
objective by investing  primarily in short- and  intermediate-term  fixed-income
securities.  Under normal  circumstances,  it is expected that this  Portfolio's
dollar-weighted average portfolio maturity will not exceed three years.

Short-Term  Bond  Portfolio  will normally  invest at least 65% of its assets in
debt securities.  Subject to this policy and subject to its maturity limits, the
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 up to 35% of its net  assets in  high-yield/high-risk
bonds and may have substantial holdings of such securities. The risks of foreign
securities and high-yield bonds are described under "Additional Risk Factors" on
page 10.


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                                       7
<PAGE>

TYPES OF SECURITIES

Subject to the specific  investment  policies of the portfolio  discussed above,
Short-Term  Bond  Portfolio  may  also  invest  in  mortgage-  and  asset-backed
securities  (up to 25% of  assets);  zero  coupon  bonds (up to 10% of  assets);
high-yield/high-risk bonds (up to 35% of net assets);  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  10.  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 9.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN SHORT-TERM BOND 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
will react to interest rate changes.

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.

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

WHAT IS MEANT BY THE PORTFOLIO'S "DURATION"?

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

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

HOW DOES SHORT-TERM BOND PORTFOLIO MANAGE INTEREST RATE RISK?

The Portfolio may vary the average-weighted maturity of its portfolio 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 10.

WHAT IS MEANT BY "CREDIT QUALITY"?

Another  fundamental risk 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 Corporation and Moody's Investor Services 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

Unless otherwise  stated,  each of the following  policies applies to all of the
Portfolios.  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 a 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 a 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, a Portfolio's investments may be hedged to a
greater  degree and/or its cash or similar  


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                                       8
<PAGE>

investments  may  increase.  In other words,  the  Portfolios do not always stay
fully invested in stocks and bonds. Cash or similar investments are a residual -
they  represent  the assets that remain after a portfolio  manager has committed
available  assets to  desirable  investment  opportunities.  Partly  because the
portfolio  managers act  independently  of each other, the cash positions of the
Portfolios may vary  significantly.  Larger hedged  positions and/or larger cash
positions  may serve as a means of  preserving  capital  in  unfavorable  market
conditions.

Securities  that the  Portfolios 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.  When a Portfolio's
investments  in  cash or  similar  investments  increase,  a  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. All of the Portfolios (except
Aggressive  Growth  Portfolio)  qualify as diversified funds under the 1940 Act.
The Portfolios are subject to the following diversification requirements:

o    As a  fundamental  policy,  no  Portfolio  may  own  more  than  10% of the
     outstanding voting shares of any issuer.

o    As a  fundamental  policy,  with  respect  to 50% of the  total  assets  of
     Aggressive  Growth  Portfolio  and 75% of the  total  assets  of the  other
     Portfolios, no Portfolio will 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 a Portfolio's  holdings of that issuer to amount
     to more than 5% of that Portfolio's total assets.

o    No Portfolio will invest more than 25% of its assets in a single issuer.

INTERNAL REVENUE SERVICE (IRS) LIMITATIONS

In addition to the  diversification  requirements  stated above,  each 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,  no Portfolio  will invest more than 25% of its total
assets in any particular industry. This policy does not apply to U.S. government
securities.

PORTFOLIO TURNOVER

Each 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 a  Portfolio  whenever  its  portfolio  manager
believes such changes are desirable.  Portfolio turnover rates are generally not
a factor in making buy and sell decisions.

To a limited  extent,  a Portfolio may purchase  securities in  anticipation  of
relatively  short-term  price gains.  A 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  Portfolios'  ability to engage in
short-term trading if a security has been held for less than three months.

ILLIQUID SECURITIES

Each  Portfolio  may invest up to 15% of its net assets in illiquid  securities,
including restricted securities or private placements. An illiquid security is a
security  that cannot be sold  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 ("Rule
144A  Securities") or on foreign  markets are liquid.  Janus Capital will follow
guidelines  established  by  the  Trustees  of the  Trust  in  making  liquidity
determinations  for  Rule  144A  Securities  and  other  securities,   including
commercial paper.

BORROWING AND LENDING

Each Portfolio may borrow money and lend securities or other assets, as follows:

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

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

o    As a fundamental policy, each 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.

Each 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.


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                                       9
<PAGE>

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.  A  Portfolio  must buy the local  currency  when it buys a
     foreign security and sell the local currency when it sells the security. As
     long as a Portfolio holds a foreign security, its value will be affected by
     the value of the  local  currency  relative  to the U.S.  dollar.  In other
     words,  when a 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.

o    Political and Economic Risk. Foreign  investments are 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 a Portfolio's
     assets from that country.

o    Regulatory Risk. Generally, there is less government supervision of foreign
     markets.   Foreign  issuers  generally  are  not  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.

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

Each 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  Portfolios  intend  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  Portfolios  may also use derivative  instruments  for  non-hedging
purposes such as increasing a Portfolio's income or otherwise  enhancing return.
Please refer to Appendix A and the SAI for a more  detailed  discussion of these
instruments.

The  use  of  derivative   instruments  exposes  the  Portfolios  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 a 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 a Portfolio's
     initial investment in that instrument (in some cases, the potential loss is
     unlimited); and


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       10
<PAGE>

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

When a  Portfolio  invests in a  derivative  instrument,  it may be  required to
segregate  cash  and  other  high-grade   liquid  assets  or  certain  portfolio
securities 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 BONDS

High-yield/high-risk  bonds (or "junk"  bonds) are debt  securities  rated below
investment grade by the primary rating agencies (Standard & Poor's and Moody's).
Please  refer  to  Appendix  B for a  description  of  bond  rating  categories,
including the treatment of unrated  securities and securities that have received
different ratings from different  agencies.  The Portfolios expect that holdings
of lower rated securities,  if any, will consist primarily of bonds rated in the
highest two tiers of noninvestment grade securities.

The value of lower rated  securities  generally is more dependent on the ability
of the company to meet interest and principal payments (i.e.,  credit risk) than
is the case for higher rated securities.  Conversely,  the value of higher rated
securities  may be more  sensitive to interest rate  movements  than lower rated
securities.  Companies  issuing  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.

Companies issuing 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 company.  Adverse economic,  political or other  developments may impair the
company's  ability  to  service  principal  and  interest  obligations,  to meet
projected business goals and to obtain additional financing, particularly if the
company  is highly  leveraged.  In the event of a  default,  a  Portfolio  would
experience  a reduction  of its income and could  expect a decline in the market
value of the defaulted securities.

The market for lower rated  securities is generally  less liquid than the market
for higher rated 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 rated securities.

SPECIAL SITUATIONS

Each Portfolio may invest in "special  situations"  from time to time. A special
situation arises when, in the opinion of a 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.


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                                       11
<PAGE>

MANAGEMENT OF THE PORTFOLIOS

TRUSTEES

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

INVESTMENT ADVISER

Janus  Capital  is the  investment  adviser  to  each of the  Portfolios  and is
responsible for the day-to-day management of the investment portfolios and other
business affairs of the Portfolios.

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

INVESTMENT PERSONNEL

Thomas  H.  Bailey  founded  Janus  Capital  in 1969 and has been  active in the
advisory  and  securities  business  since that time.  Mr.  Bailey  oversees the
investment management of all Portfolios. He holds a Bachelor of Arts in Business
from Michigan State  University and Master of Business  Administration  from the
University of Western Ontario.

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

James P.  Craig is the  portfolio  manager  of  Growth  Portfolio  and  Balanced
Portfolio.  Mr. Craig has been active in the investment  management business for
twelve years and has managed Janus Fund since 1986,  Janus Venture Fund from its
inception to December 1993 and Janus Balanced Fund since December 1993. He holds
a Bachelor of Arts in Business  from the  University  of Alabama and a Master of
Arts in Finance from the Wharton School of the University of Pennsylvania.

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

James P. Goff is the 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.

Helen Young Hayes is the  portfolio  manager of Worldwide  Growth  Portfolio and
International  Growth Portfolio.  Ms. Hayes joined Janus Capital in 1987 and has
managed or co-managed  Janus  Worldwide Fund and Janus Overseas Fund since their
inceptions.  She holds a Bachelor of Arts in Economics from Yale  University and
is a Chartered Financial Analyst.

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

Ronald V. Speaker is the portfolio  manager of Short-Term  Bond  Portfolio.  Mr.
Speaker joined Janus Capital in 1986. He has managed Janus Flexible  Income Fund
since  December  1991  and has  managed  each of Janus  Intermediate  Government
Securities Fund,  Janus  Short-Term Bond Fund and Janus Federal  Tax-Exempt Fund
since  inception.  He holds a Bachelor of Arts in Finance from the University of
Colorado 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 Portfolios or Janus Capital's other
advisory clients. See the SAI for more detailed information.


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       12
<PAGE>

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

Each Portfolio pays Janus Capital a management fee. The advisory  agreement with
each  Portfolio  spells  out the  management  fee and  other  expenses  that the
Portfolios  must  pay.  Each  of the  Portfolios  is  subject  to the  following
management fee schedule (expressed as an annual rate):

<TABLE>
<CAPTION>
                                    Average Daily Net       Annual Rate      Expense Limit
Fee Schedule                        Assets of Fund          Percentage (%)   Percentage (%)
- ------------------------------------------------------------------------------------------
<S>                                       <C>               <C>              <C>  
Growth Portfolio                    First $ 30 Million      1.00*            2.5**
Aggressive Growth Portfolio         Next  $270 Million       .75
Worldwide Growth Portfolio          Next  $200 Million       .70
International Growth Portfolio and  Over  $500 Million       .65
Balanced Portfolio
- ------------------------------------------------------------------------------------------
Short-Term Bond Portfolio           First $300 Million       .65              .65
                                    Over  $300 Million       .55
- ------------------------------------------------------------------------------------------
</TABLE>

*Janus Capital has agreed to reduce each Portfolio's  advisory fee to the extent
that such fee exceeds the effective rate of the Janus retail fund  corresponding
to such  Portfolio.  The  effective  rate is the advisory fee  calculated by the
corresponding retail fund as of the last day of each calendar quarter (expressed
as an annual rate).  The effective rate of Janus Fund,  Janus  Enterprise  Fund,
Janus  Worldwide  Fund,  Janus Overseas Fund and Janus Balanced Fund were 0.65%,
0.75%,  0.68%, 0.86%, and 0.82%,  respectively,  for the quarter ended March 31,
1995.

**The expense limit  percentage will decrease as a Portfolio's  assets increase.
Please see the SAI for more information.

Differences  in the actual  management  fees incurred by the  Portfolios are due
primarily to variances in the asset sizes of the corresponding  retail funds. As
asset size  increases,  the annual rate of the  management  fee rate declines in
accordance  with  the  above  schedule.  The  management  fees  paid by  certain
Portfolios  may be  higher  than  those  paid by most  other  mutual  funds.  In
addition, each 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.

Certain  administrative  services  that would  otherwise  be  provided  by Janus
Capital  and/or its  affiliates  may be  performed  by  participating  insurance
companies  that  purchase  the  Portfolios'  shares  and  Janus  Capital  or the
Portfolios may pay that company for such services.

PORTFOLIO TRANSACTIONS

Purchases and sales of  securities  on behalf of each  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 a  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 a 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 a 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  Portfolios  with  administrative  and other
services.

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

Domestic Subcustodian
United Missouri Bank, N.A.
Tenth and Grand Streets
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.


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       13
<PAGE>

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 eight  separate  series,  seven of which are 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 a specific  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 each Portfolio
only if a matter affects or requires the vote of only that Portfolio.

An  insurance  company  issuing  a  variable  contract  invested  in shares of a
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.  As of January 31,
1995,  Janus Capital owned more than 31% of the shares of  International  Growth
Portfolio.  Such shares  represent  Janus  Capital's  initial  investment in the
Portfolio.  It is  anticipated  that such  shares  will be  redeemed  when Janus
Capital  determines  that the Portfolio  has reached a sufficient  asset size to
operate in accordance with its investment objective.

CONFLICTS OF INTEREST

Each 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 Portfolios  currently do
not foresee any disadvantages to policy owners arising out of the fact that each
Portfolio 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  investments in one or more
Portfolios  and to substitute  shares of another  Portfolio.  If this occurs,  a
Portfolio  may be  forced  to sell  securities  at  disadvantageous  prices.  In
addition,  the  Trustees  may  refuse  to sell  shares of any  Portfolio  to any
separate  account or may suspend or  terminate  the  offering  of a  Portfolio's
shares if such action is required by law or  regulatory  authority  or is in the
best interests of that Portfolio's shareholders.

COMBINED PROSPECTUS

In approving the use of a single combined  prospectus,  the Trustees  considered
the  possibility  that one Portfolio might be liable for  misstatements  in this
Prospectus regarding information concerning another Portfolio.

MASTER/FEEDER OPTION

The Trust may in the future seek to achieve any Portfolio's investment objective
by investing all of that Portfolio's assets in another investment company having
the same investment objective and substantially the same investment policies and
restrictions as those applicable to that 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 each 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
Portfolios  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 a 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 Portfolios 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 shares of a Portfolio is  determined  at the close of the regular
trading  session of the New York Stock  Exchange  (normally  4:00 p.m., New York
time)  each day that  the  Exchange  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.  Money market  instruments  maturing within 60 days
are valued at amortized cost, which approximates market value.


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       14
<PAGE>

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

THE INTERNAL  REVENUE CODE REQUIRES EACH  PORTFOLIO TO DISTRIBUTE NET INCOME AND
ANY NET GAINS REALIZED BY ITS INVESTMENTS  ANNUALLY.  A PORTFOLIO'S  INCOME FROM
DIVIDENDS AND INTEREST AND ANY NET REALIZED SHORT-TERM CAPITAL GAINS ARE PAID TO
SHAREHOLDERS AS DIVIDENDS.  A PORTFOLIO REALIZES CAPITAL GAINS WHENEVER IT SELLS
SECURITIES  FOR A HIGHER  PRICE THAN IT PAID FOR THEM.  NET  REALIZED  LONG-TERM
GAINS ARE PAID TO  SHAREHOLDERS AS CAPITAL GAINS  DISTRIBUTIONS.  EACH 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 A PORTFOLIO
WILL BE AUTOMATICALLY REINVESTED INTO ADDITIONAL SHARES OF THAT PORTFOLIO.

HOW DISTRIBUTIONS AFFECT A PORTFOLIO'S NAV

Distributions are paid to shareholders as of the record date of the distribution
of a Portfolio,  regardless of how long the shares have been held. Dividends and
capital gains awaiting  distribution are included in each Portfolio's daily NAV.
The share price of a Portfolio drops by the amount of the  distribution,  net of
any subsequent market fluctuations.  As an example,  assume that on December 31,
Growth Portfolio declared a dividend in the amount of $0.25 per share. If Growth
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  Portfolios  may be  purchased  only  through  variable
insurance  contracts  and qualified  plans,  it is  anticipated  that any income
dividends or capital gains distributions made by a 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 59 1/2, a 10% penalty  tax. The tax
status of your  investment  in the  Portfolios  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 PORTFOLIOS

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

Because of their distribution policies and compliance with the provisions of the
Internal  Revenue Code  applicable to investment  companies,  it is not expected
that any of the  Portfolios  will be required to pay federal  income  taxes.  In
addition, each 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.


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       15
<PAGE>

SHAREHOLDER'S GUIDE

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE PORTFOLIOS  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
SPECIFIC PORTFOLIOS AS INVESTMENT OPTIONS 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
separate account or your plan documents for information on how to invest in each
Portfolio.

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

Each  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 a  Portfolio.  Any  Portfolio  may
discontinue  sales of its  shares  if  management  believes  that a  substantial
further increase may adversely  affect that  Portfolio's  ability to achieve its
investment  objective.  In such event,  however, it is anticipated that existing
policy  owners  and  plan  participants  invested  in that  Portfolio  would  be
permitted to continue to authorize  investment in such 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 any  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 Portfolios that
they have authorized for investment. Each report will show the investments owned
by each Portfolio and the market values  thereof,  as well as other  information
about the Portfolios and their operations. The Trust's fiscal year ends December
31.


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       16
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

This glossary provides a more detailed description of the types of securities in
which the Portfolios may invest.  The Portfolios may invest in these  securities
to the  extent  permitted  by  their  investment  objective  and  policies.  The
Portfolios  are not  limited  by this  discussion  and may invest in any type of
security  unless  precluded  by  the  policies   discussed   elsewhere  in  this
Prospectus.

I. EQUITY AND DEBT SECURITIES

Bonds  are debt  securities  issued by a  company,  municipality  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 Portfolios may purchase commercial paper issued
under Section 4(2) of the  Securities  Act of 1933.  Janus Capital may determine
that such securities are liquid under guidelines established by the Trustees.

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 fixed rate of return. The term
generally  includes  short- and  long-term  government,  corporate and municipal
obligations  that pay a fixed 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  bonds 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."

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

Passive foreign  investment  companies  (PFICs) are foreign  investment funds or
trusts.  In  addition  to bearing  their  proportionate  share of a  Portfolio's
expenses, shareholders may indirectly bear similar expenses of PFICs and similar
trusts.

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 a Portfolio  and a
simultaneous  agreement  (generally  with 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,  a 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 a 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.

Standby commitments are obligations  purchased by a 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 have been coupled
with an  option to  tender  the  securities  to a bank,  broker-dealer  or other
financial  institution  at periodic  intervals and receive the face value of the
bond.  This  type of  security  is  commonly  used as a means of  enhancing  the
liquidity of municipal securities.

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


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

                                       17
<PAGE>

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.

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 due at some time in the future
- - i.e.,  beyond normal  settlement.  The Portfolios do not earn interest on such
securities  until  settlement and bear the risk of market value  fluctuations in
between  the  purchase  and  settlement  dates.  New issues of stocks and bonds,
private placements and U.S. government securities may be sold in this manner.

Zero  coupon  bonds are debt  securities  that do not pay  interest  at  regular
intervals,  but are  issued  at a  significant  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

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

Inverse  floaters  are debt  instruments  whose  interest  rate bears an inverse
relationship to the interest rate on another instrument.

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

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  Portfolios  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.  They may also enter into  forward  contracts  to  purchase  or sell
securities or other financial indices.

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 PROSPECTUS                                        MAY 1, 1995

                                       18
<PAGE>

APPENDIX B

EXPLANATION OF RATING CATEGORIES

                                BOND RATING  EXPLANATION
- --------------------------------------------------------------------------------
Standard & Poor's  Corporation     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.
                                   BB, B,    Predominantly    speculative   with
                                   CCC, CC   respect to the issuer's capacity to
                                             meet    required    interest    and
                                             principal  payments.  BB  -  lowest
                                             degree  of  speculation;  CC -  the
                                             highest   degree  of   speculation.
                                             Quality       and        protective
                                             characteristics outweighed by large
                                             uncertainties    or   major    risk
                                             exposure to adverse conditions.
                                   D         In default.
- --------------------------------------------------------------------------------
Moody's Investors Service, Inc.    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.
                                   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.
- --------------------------------------------------------------------------------


JANUS ASPEN SERIES PROSPECTUS                                        MAY 1, 1995

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