JANUS ASPEN SERIES
24F-2NT, 1996-02-28
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 24f-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2


1.   Name and address of issuer:

     Janus Aspen Series
     100 Fillmore Street
     Denver, CO 80206-4923

2.   Name of each series or class of funds for which this notice is filed:

     Janus Aspen Series - Aggressive Growth Portfolio
     Janus Aspen Series - Balanced Portfolio
     Janus Aspen Series - Flexible Income Portfolio
     Janus Aspen Series - Growth Portfolio
     Janus Aspen Series - Short-Term Bond Portfolio
     Janus Aspen Series - Worldwide Growth Portfolio
     Janus Aspen Series - International Growth Portfolio
     Janus Aspen Series - Money Market Portfolio

3.   Investment Company Act File Number:  811-7736

     Securities Act File Number:  33-63212

4.   Last day of fiscal year for which this notice is filed:

     December 31, 1995

5.   Check box if this  notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold after
     the close of the fiscal year but before  termination  of the issuer's 24f-2
     declaration:

                                                                             [ ]


<PAGE>

6.   Date of  termination of issuer's  declaration  under rule  24f-2(a)(1),  if
     applicable (see instruction A.6):


7.   Number and amount of  securities of the same class or series which had been
     registered  under the  Securities  Act of 1933 other than  pursuant to rule
     24f-2 in a prior fiscal year, but which remained unsold at the beginning of
     the fiscal year:

     None

8.   Number and amount of  securities  registered  during the fiscal  year other
     than pursuant to rule 24f-2:

     None

9.   Number and aggregate  sale price of securities  sold during the fiscal year
     (excluding sales to registered separate accounts):

     578,632.257 shares for $8,094,728.51

10.  Number and aggregate  sale price of securities  sold during the fiscal year
     in reliance upon  registration  pursuant to rule 24f-2  (excluding sales to
     registered separate accounts):

     578,632.257  shares for $8,094,728.51

11.  Number and aggregate sale price of securities issued during the fiscal year
     in  connection  with  dividend   reinvestment  plans,  if  applicable  (see
     instruction B.7) (excluding sales to registered separate accounts):

     4,606.764  shares for $63,646.44


<PAGE>

<TABLE>
<CAPTION>
12.  Calculation of registration fee:

     <S>                                                                                       <C>
     (i)       Aggregate sale price of securities sold during the fiscal year in
               reliance on rule 24f-2 (from Item 10):                                          $ 8,094,728.51

     (ii)      Aggregate  price of shares  issued in  connection  with  dividend
               reinvestment plans (from Item 11, if applicable):                               +    63,646.44

     (iii)     Aggregate  price of shares  redeemed  or  repurchased  during the
               fiscal year (if applicable):                                                    -   611,225.43

     (iv)      Aggregate  price of shares redeemed or repurchased and previously
               applied as a reduction to filing fees  pursuant to rule 24e-2 (if
               applicable):                                                                    +            0

     (v)       Net  aggregate  price of  securities  sold and issued  during the
               fiscal year in reliance on rule 24f-2 [line (i),  plus line (ii),
               less line (iii),  plus line (iv)] (if  applicable):                               7,547,149.52

     (vi)      Multiplier  prescribed by Section 6(b) of the  Securities  Act of
               1933 or other applicable law or regulation (see instruction C.6):                x      1/2900

     (vii)     Fee due [line (i) or line (v) multiplied by line (vi)]:                               2,602.47
                                                                                                     ========
</TABLE>

Instruction:   Issuers should complete lines (ii), (iii),  (iv), and (v) only if
               the form is being  filed  within  60 days  after the close of the
               issuer's fiscal year. See Instruction C.3.


13.      Check  box if fees  are  being  remitted  to the  Commission's  lockbox
         depository  as  described  in section 3a of the  Commission's  Rules of
         Informal and Other Procedures (17 CFR 202.3a).

                                                                             [X]

          Date of mailing or wire  transfer of filing  fees to the  Commission's
          lockbox depository:

          February 28, 1996


<PAGE>

                                   SIGNATURES

     This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.

     By (Signature and Title)               /s/ David C. Tucker
                                            Name:  David C. Tucker
                                            Title:  Vice President

     Date:  February 28, 1996

                                                                       EXHIBIT 5

JANUS FUNDS
P.O. Box 173375
Denver, Colorado 80217-3375
800/525-3713


February 28, 1996


Janus Aspen Series
100 Fillmore Street
Denver, CO  80206-4923

         Re:  Public Offering of Janus Aspen Series Shares

Gentlemen:

     I have acted as counsel for Janus Aspen  Series  (the  "Fund"),  a Delaware
business  trust,  in connection with the filing with the Securities and Exchange
Commission  of the Fund's "Rule 24f-2  Notice"  covering the Fund's  issuance of
583,239.02  shares of beneficial  interest in eight separate  series  (excluding
shares sold to registered separate accounts and including reinvested dividends),
par value  $0.001 per share (the  "Issued  Shares"),  for the Fiscal  Year ended
December 31, 1995.

     I have examined the Fund's Trust  Instrument  and Bylaws,  as amended,  the
proceedings of its Trustees relating to the authorization, issuance and proposed
sale of the Issued Shares, and such other records and documents as I have deemed
relevant.

     Based upon such  examination,  it is my opinion  that upon the issuance and
sale of the Issued  Shares of Janus  Aspen  Series  during the Fiscal Year ended
December 31, 1995, in reliance upon registration  pursuant to Rule 24f-2 and the
manner contemplated by the Fund's 1933 Act Registration  Statement,  as amended,
such shares were legally issued, fully paid and nonassessable.

     I hereby  consent to the  filing of this  opinion as an exhibit to the Rule
24f-2 Notice  referred to above.  This opinion is for the  exclusive  use of the
Fund in  connection  with the filing of the Rule 24f-2 Notice  referred to above
with the  Securities  and  Exchange  Commission  (and certain  state  securities
commissions) and is not to be used, circulated, quoted, relied upon or otherwise
referred to by any other person or for any other purpose.

     This  opinion is given as of the date  hereof  and I render no opinion  and
disclaim any  obligation  to revise or  supplement  this opinion  based upon any
change  in  applicable  law or any  factual  matter  that  occurs or comes to my
attention after the date hereof.

                                        Very truly yours,


                                        /s/ David C. Tucker
                                        David C. Tucker
                                        Vice President & General Counsel


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