JANUS ASPEN SERIES, 497, 1997-02-20

JANUS ASPEN SERIES
497, 1997-02-20

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 13,1997

CONTENTS

- --------------------------------------------------------------------------------
THE PORTFOLIO AT A GLANCE
Brief description of the Portfolio ........................................... 1
- --------------------------------------------------------------------------------
EXPENSE INFORMATION
........................................................................1
- --------------------------------------------------------------------------------
THE PORTFOLIO IN DETAIL
The Portfolio's Investment
Objective and Policies .....................................................2
General Portfolio Policies ....................................................3
Additional Risk Factors .......................................................4

- --------------------------------------------------------------------------------
MANAGEMENT OF THE PORTFOLIO
Investment Adviser and
Portfolio Manager ..........................................................6
Portfolio Transactions ........................................................6
Management Expenses ...........................................................7
Other Service Providers .......................................................7
Other Information .............................................................7

- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions .................................................................9
Taxes .........................................................................9

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PERFORMANCE TERMS
An Explanation of
Performance Terms ..........................................................9

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SHAREHOLDER'S GUIDE
Purchases ....................................................................10
Redemptions ..................................................................10
Shareholder Communications ...................................................10

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APPENDIX A
Glossary of Investment Terms .................................................11

JANUS ASPEN SERIES
CAPITAL APPRECIATION PORTFOLIO

Prospectus

_________, 1997

Capital Appreciation Portfolio (the "Portfolio") is a no-load, nondiversified
mutual fund that seeks long-term growth of capital. The Portfolio pursues its
objective by investing primarily in common stocks of issuers of any size, which
may include larger well-established issuers and/ or smaller emerging growth
companies. The Portfolio is a series of Janus Aspen Series (the "Trust"), and
currently offers two classes of shares. The Institutional Shares are sold under
the name "Janus Aspen Series." The Trust is registered with the Securities and
Exchange Commission as an open-end management investment company. The Portfolio
is recently organized and has a limited operating history.

The Institutional Shares (the "Shares") of the Portfolio offered by this
Prospectus 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. The Portfolio may
not be available in connection with a particular contract. See the accompanying
contract prospectus for information regarding contract fees and expenses and any
restrictions on purchases or allocations.

This Prospectus contains information about the Portfolio that a prospective
purchaser of a variable insurance contract or plan sponsor should consider
before allocating purchase payments or premiums to the Portfolio. It should be
read carefully in conjunction with the separate account prospectus of the
specific insurance product that accompanies this Prospectus and retained for
future reference. Additional information about the Portfolio is contained in the
Statement of Additional Information ("SAI") dated ________, 1997, which is filed
with the Securities and Exchange Commission ("SEC") and is incorporated by
reference into this Prospectus. The SAI is available upon request and without
charge by writing or calling your insurance company or plan sponsor.

THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC NOR HAS THE SEC 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.

<PAGE>

PORTFOLIO
AT A GLANCE

This section is designed to provide you with a brief overview of the Portfolio
and its investment emphasis. A more detailed discussion of the Portfolio's
investment objectives and policies begins on page 2.

INVESTMENT OBJECTIVE:

The investment objective of the Portfolio is long-term growth of capital.

PRIMARY HOLDINGS:

The Portfolio is a nondiversified portfolio that pursues its investment
objective by investing primarily in common stocks of companies of any size.

SHAREHOLDER'S
INVESTMENT HORIZON:

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

PORTFOLIO ADVISER:

Janus Capital Corporation ("Janus Capital") serves as the Portfolio's investment
adviser. Janus Capital has been in the investment advisory business for over 26
years and currently manages approximately $50 billion in assets.

PORTFOLIO MANAGER:

Scott W. Schoelzel

ASSISTANT PORTFOLIO MANAGER:

Mike Lu

PORTFOLIO INCEPTION:

May 1997

EXPENSE INFORMATION

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

SHAREHOLDER TRANSACTION EXPENSES

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

ANNUAL OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee(1) .75%
Other Expenses(1) .30%
- --------------------------------------------------------------------------------
Total Operating Expenses(1) 1.05%
- --------------------------------------------------------------------------------
(1) The fees and expenses in the table above are based on the estimated gross
expenses before estimated expense offset arrangements that the Shares of
the Portfolio expect to incur in their initial fiscal year, net of fee
waivers or reductions or waivers from Janus Capital. Fee reductions reduce
the management fee to the level of the corresponding Janus retail fund.
Other waivers, if applicable, are first applied against the management fee
and then against other expenses. Without such waivers or reductions, the
Management Fee, Other Expenses and Total Operating Expenses for the Shares
are estimated to be 1.00%, .30% and 1.30%, respectively. Janus Capital may
modify or terminate the waivers or reductions at any time upon at least 90
days' notice to the Trustees.

EXAMPLE
- --------------------------------------------------------------------------------
1 Year 3 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Shares of the Portfolio
return 5% annually and the expense ratio remains as
listed above. The example shows the operating expenses
that you would indirectly bear as an investor in the
Shares of the Portfolio. $11 $33
- --------------------------------------------------------------------------------

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS

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THE PORTFOLIO IN DETAIL

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

The Portfolio's investment objectives and policies are similar to those of Janus
Olympus Fund, a Janus retail fund. Although it is anticipated that the 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 the
Portfolio and its corresponding retail fund are expected to differ.

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

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

INVESTMENT OBJECTIVE

The investment objective of the Portfolio is long-term growth of capital. It is
a non-diversified portfolio that pursues its objective by investing primarily in
common stocks of issuers of any size, which may include larger well-established
issuers and/or smaller emerging growth companies.

TYPES OF INVESTMENTS

The Portfolio invests primarily in common stocks of foreign and domestic
companies. The Portfolio may invest to a lesser degree in other types of
securities including preferred stock, 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. The Portfolio
may purchase securities on a when-issued, delayed delivery or forward commitment
basis. The Portfolio may invest up to 25% of its assets in mortgage- and
asset-backed securities, up to 10% of its assets in zero coupon, pay-in-kind and
step coupon securities, and without limit in indexed/structured securities. The
Portfolio will not invest 35% or more of its assets in high-yield/high-risk
securities.

The Portfolio may invest without limit in foreign equity and debt securities.
The Portfolio may invest directly in foreign securities denominated in a foreign
currency and not publicly traded in the United States. Other ways of investing
in foreign securities include depositary receipts or shares, and passive foreign
investment companies. The Portfolio may use futures, options and other
derivatives for hedging purposes or for non-hedging purposes such as seeking to
enhance return. See "Additional Risk Factors" on page 4 for a discussion of the
risks associated with foreign investing and derivatives.

See Appendix A for a further description of the Portfolio's investments.

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

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

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally, yes. The portfolio manager seeks companies that meet his selection
criteria, regardless of country of organization or place of principal business
activity. Foreign securities are generally selected on a stock- by-stock basis
without regard to any defined allocation among countries or geographic regions.
However, certain factors such as expected levels of inflation, government
policies influencing business conditions, the outlook for currency
relationships, and prospects for economic growth among countries, regions or
geographic areas may warrant greater consideration in selecting foreign
securities. See "Additional Risk Factors" on page 4.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

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/or 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 4.

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS

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HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?
A "nondiversified" fund, such as the Portfolio, has the ability to take larger
positions in a smaller number of issuers than a "diver- sified" fund. Because
the appreciation or depreciation of a single stock may have a greater impact on
the net asset value per share ("NAV") of a nondiversified fund, its share price
can be expected to fluctuate more than a comparable diversified fund.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?
The Portfolio may use futures, options and other derivative instruments to
protect the portfolio from movements in securities prices and interest rates.
The Portfolio may also use a variety of currency hedging techniques, including
forward currency contracts, to manage exchange rate risk. See "Additional Risk
Factors" on page 4. In addition, to the extent that the Portfolio holds a larger
cash position, it might not participate in market declines to the same extent as
if it had remained more fully invested in common stocks.

GENERAL PORTFOLIO POLICIES

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

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

Securities that the Portfolio may invest in as means of receiving a return on
idle cash include high-grade commercial paper, certificates of deposit,
repurchase agreements or other short-term debt obligations. The Portfolio may
also invest in money market funds (including funds managed by Janus Capital).
When 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. The Portfolio is a
nondiversified fund under the 1940 Act and is subject to the following
requirements:

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

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

o The Portfolio will invest no more than 25% of its total assets in a single
issuer (other than U.S. government securities).

o The Portfolio reserves the right to become a diversified portfolio by limiting
the investments in which more than 5% of its total assets are invested.

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 seperate account prospectus.

INDUSTRY CONCENTRATION
As a fundamental policy, the Portfolio will not invest 25% or more of its total
assets in any particular industry (excluding U.S. government securities).

PORTFOLIO TURNOVER
The Portfolio generally intends to purchase securities for long-term investment
rather than short-term gains. However, short-term transactions may result from
liquidity needs, securities having reached a price or yield objective,
anticipated changes in interest rates or the credit standing of an issuer, or by
reason of economic or other developments not foreseen at the time of the
investment decision. Changes are made in the Portfolio whenever its portfolio
manager believes such changes are desirable. The portfolio turnover rate is
generally not a factor in making buy and sell decisions. The Portfolio's
turnover rate is not expected to exceed 200%.

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

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS

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

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

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

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

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

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

ADDITIONAL RISK FACTORS

INVESTMENTS IN SMALLER COMPANIES

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

The Portfolio may invest in companies that have relatively small revenues, have
a small share of the market for their products or services, or have limited
geographic or product markets. Small companies may lack depth of management,
they may be unable to generate internally funds necessary for growth or
potential development or to generate such funds through external financing on
favorable terms, 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 become subject to intense competition from larger companies. Securities of
small companies held by the Portfolio may have limited trading markets that may
be subject to wide price fluctuations. Investments in such companies tend to be
more volatile and somewhat more speculative.

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 most foreign securities are traded primarily in foreign markets. The
risks of foreign investing include:

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

o Political and Economic Risk. Foreign investments may be subject to heightened
political and economic risks, particularly in underdeveloped or developing
countries which may have relatively unstable governments and economies based
on only a few industries. In some countries, there is the risk that the
government may take over the assets or operations of a company or that the
government may impose taxes or limits on the removal of the Portfolio's assets
from that country. The Portfolio may invest in emerging market countries.
Emerging market countries involve greater risks such as immature economic
structures, national policies restricting investments by foreigners, and
different legal systems.

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

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

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

Foreign securities purchased indirectly (e.g., depositary receipts) are subject
to many of the above risks, including currency risk, because their values depend
on the performance of a foreign security denominated in its home currency.

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS

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

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

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

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

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

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

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

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

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

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

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

HIGH-YIELD/HIGH-RISK SECURITIES
High-yield/high-risk securities (or "junk" bonds) are debt securities rated
below investment grade by the primary rating agencies (such as, Standard &
Poor's Ratings Services and Moody's Investors Service, Inc.)

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

Issuers of high-yield/high-risk securities may be more vulnerable to real or
perceived economic changes (for instance, an economic downturn or prolonged
period of rising interest rates), political changes or adverse developments
specific to the issuer. The market for lower quality securities is generally
less liquid than the market for higher quality bonds. Adverse publicity and
investor perceptions as well as new or proposed laws may also have a greater
negative impact on the market for lower quality securities.

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

SHORT SALES
The Portfolio may engage in "short sales against the box." This technique
involves selling either a security that the Portfolio owns, or a security
equivalent in kind and amount that the Portfolio has the right to obtain, for
delivery at a specified date in the future. The Portfolio will enter into a
short sale against the box to hedge against anticipated declines in the market
price of portfolio securities or to defer an unrealized gain. If the value of
the securities sold short increases prior to the scheduled delivery date, the
Portfolio loses the opportunity to participate in the gain.

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

See Appendix A for risks associated with certain other investments.

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS

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MANAGEMENT OF THE PORTFOLIO

TRUSTEES

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

INVESTMENT ADVISER

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

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

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

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

The Portfolio pays all of its expenses not assumed by Janus Capital, including
transfer agent and custodian fees and expenses, legal and auditing fees,
registration fees and expenses, and independent Trustees' fees and expenses and
certain other expenses. Participating insurance companies that purchase the
Portfolio's Shares may perform certain administrative services relating to the
Portfolio and Janus Capital or the Portfolio may pay those companies for such
services.

PORTFOLIO MANAGER

Scott W. Schoelzel is the Executive Vice President and portfolio manager of the
Portfolio. He is also portfolio manager of Janus Olympus Fund which he has
managed since its inception. Mr. Schoelzel is Vice President of Janus Capital,
where he has been employed since January 1994. From 1991 to 1993, Mr. Schoelzel
was a portfolio manager with Founders Asset Management, Denver, Colorado. He
holds a Bachelor of Arts in Business from Colorado College.

ASSISTANT PORTFOLIO MANAGER

Mike Lu is an assistant portfolio manager of the Portfolio. He is also assistant
portfolio manager of Janus Olympus Fund. He received an undergraduate degree in
Economics and History from Yale University. He is a Chartered Financial Analyst.

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

PORTFOLIO TRANSACTIONS

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

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BREAKDOWN OF MANAGEMENT EXPENSES

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

Average Daily Net Annual Rate
Fee Schedule Assets of Portfolio Percentage (%)
----------------------------------------------------------------------
First $ 30 Million 1.00*
Next $270 Million .75
Next $200 Million .70
Over $500 Million .65
----------------------------------------------------------------------
*Janus Capital has agreed to reduce the Portfolio's advisory fee to
the extent that such fee exceeds the effective rate of Janus Olympus
Fund, the Janus retail fund corresponding to the Portfolio. Janus
Capital may terminate this fee reduction at any time upon at least 90
days' notice to the Trustees. 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 Olympus Fund was ____% for the quarter ended March 31, 1997. In
addition, Janus Capital has agreed to limit the expenses of the
Portfolio's Shares to an annual rate of 1.25% of average net assets
through at least April 30, 1998.

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

OTHER SERVICE PROVIDERS

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

CUSTODIAN
State Street Bank and Trust Company
P.O. Box 0351
Boston, Massachusetts 02117-0351

TRANSFER AGENT
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

Janus Service Corporation is a wholly-owned subsidiary of Janus Capital.

OTHER INFORMATION

ORGANIZATION
The Trust is an open-end management investment company organized as a Delaware
business trust on May 20, 1993. The Portfolio has been established as a separate
series of the Trust.

The Portfolios currently offer two classes of shares, one of which, the
Institutional Shares, are offered pursuant to this prospectus. The Institutional
Shares of the Portfolio, as well as other Janus Aspen Series - Institutional
Shares are sold under the name Janus Aspen Series. The Shares offered by this
Prospectus are available only in connection with investment in and payments
under variable contracts and life insurance contracts, as well as certain
qualified retirement plans. Retirement Shares are offered by a separate
prospectus and are available only to participant directed qualified plans using
plan service providers that are compensated for providing distribution and/or
recordkeeping and other administrative services provided to plan participants.
Because the expenses of each class may differ, the performance in each class is
expected to differ. If you would like additional information about the
Retirement Shares, please call 1-800-525-0020.

SHAREHOLDER MEETINGS
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 class or
Portfolio only if a matter affects or requires the vote of only that class or
Portfolio or the interest in the matter differs from the interest of other class
or portfolios of the Trust. As a shareholder, you are entitled to one vote for
each share that you own.

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

CONFLICTS OF INTEREST
Portfolio 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. Although the Portfolio
currently does not anticipate any disadvantages to policy owners arising out of
the fact that the Portfolio offers its shares to such entities, there is a
possibility that disadvantages could occur or that a material conflict may
arise. The Trustees monitor events in order to identify any anticipated
disadvantages or material irreconcilable conflicts and to determine what action,
if any, should be taken in response. If a material disadvantage or conflict
occurs, the Trustees may require one or more insurance company separate accounts
or plans to withdraw its investments in the Portfolio or to substitute shares of
another portfolio of the Trust. As a result, the Portfolio may be forced to sell
securities at disadvantageous prices. In addition, the Trustees may refuse to
sell shares of the Portfolio to any separate account or may suspend or terminate
the offering of shares of the Portfolio if such action is required by law or
regulatory authority or is in the best interests of the Portfolio's
shareholders. It is possible that a qualified plan investing in the Retirement
Shares of the Portfolio could lose it qualified plan status under the Internal
Revenue Code, which could have adverse tax consequences on insurance company
separate accounts investing in the shares. Janus Capital intends to monitor such
qualified plans and the Portfolio may discontinue sales to a qualified plan and
require plan participants with existing investments in the Retirement Shares to
reedeem those investments if a plan loses (or in the opinion of Janus Capital is
at risk of losing) its qualified plan status.

MASTER/FEEDER OPTION
The Trust may in the future seek to achieve the Portfolio's investment objective
by invest- ing all of the Portfolio's assets in another investment company
having the same investment objective and substantially the same investment
policies and restrictions as those applicable to the Portfolio. It is expected
that any such investment company would be managed by Janus Capital in
substantially the same manner as the Portfolio. The shareholders of the Trust of
record on April 30, 1992, and the initial shareholder(s) of the Portfolio, have
voted to vest authority to use this investment structure in the sole discretion
of the Trustees. No further approval of the shareholders of the Portfolio is
required. You will receive at least 30 days' prior notice of any such
investment. Such investment would be made only if the Trustees determine it to
be in the best interests of the Portfolio and its shareholders. In making that
determination, the Trustees will consider, among other things, the benefits to
shareholders and/or the opportunity to reduce costs and achieve operational
efficiencies. Although management of the Portfolio believes that 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 net asset value ("NAV") of the Shares of the Portfolio is determined at the
close of the regular trading session of the New York Stock Exchange (the "NYSE")
(normally 4:00 p.m., New York time) each day that the NYSE is open. NAV per
Share is determined by dividing the total value of the securities and other
assets, less liabilities, by the total number of Shares outstanding. Securities
are valued at market value or, if market information is not readily available,
at their fair value determined in good faith under procedures established by and
under the supervision of the Trustees. Short-term instruments maturing within 60
days are valued at amortized cost, which approximates market value.

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DISTRIBUTIONS AND TAXES

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

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

TAXES

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

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

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

PERFORMANCE TERMS

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

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

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

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

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SHAREHOLDER'S GUIDE

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

PURCHASES

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

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

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

REDEMPTIONS

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

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

SHAREHOLDER COMMUNICATIONS

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

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APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Step coupon bonds are debt securities that trade at a discount from their face
value and pay coupon interest. The discount from the face value depends on the
time remaining until cash payments begin, prevailing interest

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rates, liquidity of the security and the perceived credit quality of the issuer.

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

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. govern- ment.
Some agency securities are supported by the right of the issuer to borrow from
the Treasury, others are supported by the discretionary authority of the U.S.
government to purchase the agency's obligations and others are supported only by
the credit of the sponsoring agency.

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

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

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

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

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

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

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

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

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[LOGO]

JANUS FUNDS

100 Fillmore Street
Denver, CO 80206-4923
1-800-525-3713

<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 13,1997

CONTENTS

- --------------------------------------------------------------------------------
THE PORTFOLIO AT A GLANCE
Brief description of the Portfolio ............................................1

- --------------------------------------------------------------------------------
EXPENSE INFORMATION
..........................................................................1

- --------------------------------------------------------------------------------
THE PORTFOLIO IN DETAIL
The Portfolio's Investment
Objective and Policies .....................................................2
General Portfolio Policies ....................................................3
Additional Risk Factors .......................................................4

- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An Explanation of
Performance Terms ..........................................................9

- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms .................................................11

JANUS ASPEN SERIES
EQUITY INCOME PORTFOLIO

Prospectus

______, 1997

Equity Income Portfolio (the "Portfolio") is a no-load, diversified mutual fund
that seeks current income and long-term growth of capital by investing primarily
in income-producing equity securities. The Portfolio is a series of Janus Aspen
Series (the "Trust"), and currently offers two classes of shares. The
Institutional Shares are sold under the name "Janus Aspen Series." The Trust is
registered with the Securities and Exchange Commission as an open-end management
investment company. The Portfolio is recently organized and has a limited
operating history.

The Institutional Shares of the Portfolio (the "Shares") offered by this
Prospectus 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. The Portfolio may
not be available in connection with a particular contract. See the accompanying
contract prospectus for information regarding contract fees and expenses and any
restrictions on purchases or allocations.

This Prospectus contains information about the Portfolio that a prospective
purchaser of a variable insurance contract or plan participant should consider
before allocating purchase payments or premiums to the Portfolio. It should be
read carefully in conjunction with the separate account prospectus of the
specific insurance product that accompanies this Prospectus and retained for
future reference. Additional information about the Portfolio is contained in the
Statement of Additional Information ("SAI") dated _____, 1997, which is filed
with the Securities and Exchange Commission ("SEC") and is incorporated by
reference into this Prospectus. The SAI is available upon request and without
charge by writing or calling your insurance company or plan sponsor.

THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC NOR HAS THE SEC 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.

<PAGE>

PORTFOLIO
AT A GLANCE

INVESTMENT OBJECTIVE:

The investment objective of the Portfolio is current income and long-term growth
of capital.

PRIMARY HOLDINGS:

The Portfolio is a diversified portfolio that pursues its objective by investing
primarily in income-producing equity securities.

SHAREHOLDER'S
INVESTMENT HORIZON:

The Portfolio is designed for long-term investors who seek income and growth of
capital with lower investment risk and volatility than the stock market, as
measured by the Standard and Poor's 500 Stock Index ("S&P 500"). The Portfolio
is not designed as a short-term trading vehicle and should not be relied upon
for short-term financial needs.

PORTFOLIO ADVISER:

PORTFOLIO MANAGER:

Blaine P. Rollins

PORTFOLIO INCEPTION:

May 1997

EXPENSE INFORMATION

SHAREHOLDER TRANSACTION EXPENSES

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

ANNUAL OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee(1) .95%
Other Expenses(1) .30%
- --------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES(1) 1.25%
- --------------------------------------------------------------------------------
(1)The fees and expenses in the table above are based on the estimated gross
expenses before estimated expense offset arrangements that the Shares of the
Portfolio expect to incur in their initial fiscal year, net of fee reductions
or waivers from Janus Capital. Fee reductions reduce the management fee to
the level of the corresponding Janus retail fund. Other waivers, if
applicable, are first applied against the management fee and then against
other expenses. Without such waivers or reductions, the Management Fee, Other
Expenses and Total Operating Expenses for the Shares are estimated to be
1.00%, .30% and 1.30%, respectively. Janus Capital may modify or terminate
the waivers or reductions at any time upon at least 90 days' notice to the
Trustees.

EXAMPLE
- --------------------------------------------------------------------------------
1 Year 3 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Shares of
the Portfolio return 5% annually and the
expense ratio remains as listed above. The
example shows the operating expenses that
you would indirectly bear as an investor
in the Shares of the Portfolio. $13 $40
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

THE PORTFOLIO IN DETAIL

The Portfolio's investment objectives and policies are similar to those of Janus
Equity Income Fund, a Janus retail fund. Although it is anticipated that the
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 the 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.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

INVESTMENT OBJECTIVE

The investment objective of the Portfolio is current income and long-term growth
of capital. It is a diversified portfolio that pursues its objective by normally
investing at least 65% of invested assets in income-producing equity securities.
Equity securities include common stocks, preferred stocks, warrants and
securities convertible into common or preferred stocks. Growth potential is a
significant investment consideration and the Portfolio may hold securities
selected solely for their growth potential. The Portfolio seeks to provide a
lower level of volatility than the stock market at large, as measured by the S&P
500. The lower volatility sought by the Portfolio is expected to result
primarily from investments in dividend-paying common stocks and other equity
securities that are characterized by relatively greater price stability. The
greater price stability sought by the Portfolio may be characteristic of
companies that generate above average positive cash flows. A company may use
positive cash flows for a number of purposes including commencing or increasing
dividend payments, repurchasing its own stock or retiring outstanding debt.

TYPES OF INVESTMENTS

See Appendix A for a further description of the Portfolio's investments

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

HOW ARE EQUITY SECURITIES SELECTED?
The Portfolio invests substantially all of its assets in common stocks and other
equity securities to the extent its portfolio manager believes that the relevant
market environment favors profitable investing in those securities. The
Portfolio seeks to provide a lower level of volatility than the stock market at
large, as measured by the S&P 500. The lower volatility sought by the Portfolio
is expected to result primarily from investments in dividend-paying common
stocks and other equity securities that are characterized by relatively greater
price stability. The greater price stability sought by the Portfolio may be
characteristic of companies that generate above average positive cash flows. A
company may use positive cash flows for a number of purposes including
commencing or increasing dividend payments, repurchasing its own stock or
retiring outstanding debt. The portfolio manager also considers growth potential
in selecting the Portfolio's securities and may hold securities selected solely
for their growth potential. The portfolio manager generally takes a "bottom up"
approach to building the portfolio. Although themes may emerge in the Portfolio,
securities are generally selected without regard to any defined industry sector
or similarly defined selection procedure.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally, yes. The portfolio manager seeks companies that meet his selection
criteria regardless of country of organization or place of principal business
activity. Foreign securities are generally selected on a stock-by-stock basis
without regard to any

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

defined allocation among countries or geographic regions. However, certain
factors such as expected levels of inflation, government policies influencing
business conditions, the outlook for currency relationships, and prospects for
economic growth among countries, regions or geographic areas may warrant greater
consideration in selecting foreign securities. See "Additional Risk Factors" on
page 4.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?
Diversification of the Portfolio's assets reduces the effect of any single
holding on its overall portfolio value. The Portfolio may use futures, options
and other derivative instruments to protect the portfolio from movements in
securities prices and interest rates. The Portfolio may also use a variety of
currency hedging techniques, including forward currency contracts, to manage
exchange rate risk. See "Additional Risk Factors," on page 4. In addition, to
the extent that the Portfolio holds a larger cash position, it might not
participate in market declines to the same extent as if it had remained more
fully invested in common stocks.

GENERAL PORTFOLIO POLICIES

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

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

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

o The Portfolio will invest no more than 25% of its total assets in a single
issuer (other than U.S. government securities).

INDUSTRY CONCENTRATION
As a fundamental policy, the Portfolio will not invest 25% or more of its total
assets in any particular industry (excluding U.S. government securities).

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

investment decision. Changes are made in the Portfolio whenever its portfolio
manager believes such changes are desirable. The portfolio turnover rate is
generally not a factor in making buy and sell decisions. The Portfolio's
turnover rate is not expected to exceed 200%.

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

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

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

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

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

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

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

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

o Political and Economic Risk. Foreign investments may be subject to heightened
political and economic risks, particularly in underdeveloped or developing
countries which may have relatively unstable governments and economies based
on only a few industries. In some countries, there is the risk that the
government may take over the assets or operations of a company or that the
government may impose taxes or limits on the removal of the Portfolio's
assets from that country. The Portfolio may invest in emerging market
countries. Emerging market countries involve greater risks such as immature
economic structures, national policies restricting investments by foreigners,
and different legal systems.

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.

Foreign securities purchased indirectly (e.g., depositary receipts) are subject
to many of the above risks, including currency risk, because their values depend
on performance of a foreign security denominated in its home currency.

FUTURES, OPTIONS AND
OTHER DERIVATIVE INSTRUMENTS
The Portfolio may enter into futures contracts on securities, financial indices
and foreign currencies and options on such

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

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

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

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

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

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

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

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

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

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

See Appendix A for risks associated with certain other investments.

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

MANAGEMENT OF THE PORTFOLIO

TRUSTEES

INVESTMENT ADVISER

PORTFOLIO MANAGER

Blaine P. Rollins is Executive Vice President and portfolio manager of the
Portfolio, which he has managed since inception. He is also portfolio manager of
Balanced Portfolio, which he has managed since May 1996, Janus Balanced Fund and
Janus Equity Income Fund. He has been an assistant portfolio manager of Janus
Fund since January 1995. Mr. Rollins joined Janus Capital in 1990 and has gained
experience as a fixed-income trader and equity research analyst prior to
assuming management responsibility for the Portfolio. He holds a Bachelor of
Science in Finance from the University of Colorado and is a Chartered Financial
Analyst.

PORTFOLIO TRANSACTIONS

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

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

BREAKDOWN OF MANAGEMENT EXPENSES

Average Daily Net Annual Rate
Fee Schedule Assets of Portfolio Percentage (%)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
First $ 30 Million 1.00*
Next $270 Million .75
Next $200 Million .70
Over $500 Million .65
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Janus Capital has agreed to reduce the Portfolio's advisory fee to
the extent that such fee exceeds the effective rate of Janus Equity
Income Fund, the Janus retail fund corresponding to the Portfolio.
Janus Capital may terminate this fee reduction at any time upon at
least 90 days notice to the Trustees. 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 Equity Income Fund was_____% for the quarter
ended March 31, 1997. In addition, Janus Capital has agreed to limit
the expenses of the Portfolio's Shares to an annual rate of 1.25% of
average net assets through at least April 30, 1998.

OTHER SERVICE PROVIDERS

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

CUSTODIAN
State Street Bank and Trust Company
P.O. Box 0351
Boston, Massachusetts 02117-0351

TRANSFER AGENT
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

Janus Service Corporation is a wholly-owned subsidiary of Janus Capital.

OTHER INFORMATION

ORGANIZATION
The Trust is an open-end management investment company organized as a Delaware
business trust on May 20, 1993. The Portfolio has been established as a separate
series of the Trust.

The Portfolio currently offers two classes of shares, one of which, the
Institutional Shares, are offered pursuant to this prospectus. The Institutional
Shares of the Portfolio, as well as other Janus Aspen Series - Institutional
Shares are sold under the name Janus Aspen Series. The Shares offered by this
Prospectus are available only in connection with investment in and payments
under variable contracts and life insurance contracts, as well as certain
qualified retirement plans. Retirement Shares are offered by a separate
prospectus and are available only to participant directed qualified plans using
plan service providers that are compensated for providing distribution and/or
recordkeeping and other administrative services to provided plan participants.
Because the expenses of each class may differ, the performance in each class is
expected to differ. If you would like additional information about the
Retirement Shares, please call 1-800-525-0020.

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 class or
Portfolio only if a matter affects or requires the vote of only that class or
Portfolio or the interest of a class or Portfolio in the matter differs from the
interest of other class or portfolios of the Trust. As a shareholder, you are
entitled to one vote for each share that you own.

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

CONFLICTS OF INTEREST
Portfolio 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. Although the Portfolio does
not currently anticipate any disadvantages to policy owners will develop arising
out of the fact that the Portfolio offers its shares to such entities, there is
a possibility that disadvantages could occur or a material conflict may arise.
The Trustees monitor events in order to identify any anticipated disadvantages
or material irreconcilable conflicts that may arise and to determine what
action, if any, should be taken in response. If a material disadvantage or
conflict occurs, the Trustees may require one or more insurance company separate
accounts or plans to withdraw its investments in the Portfolio or to substitute
shares of another portfolio of the Trust. As a result, the Portfolio may be
forced to sell securities at disadvantageous prices. In addition, the Trustees
may refuse to sell shares of the Portfolio to any separate account or may
suspend or terminate the offering of shares of the Portfolio if such action is
required by law or regulatory authority or is in the best interests of the
Portfolio's shareholders. It is possible that a qualified plan investing in the
Retirement Shares of the Portfolio could lose its qualified plan status under
the Internal Revenue Code, which could have adverse tax consequences on
insurance company separate accounts investing in the shares. Janus Capital
intends to monitor such qualified plans and the Portfolio may discontinue sales
to a qualified plan and require plan participants with existing investments in
the Retirement Shares to reedeem those investments if a plan loses (or in the
opinion of Janus Capital is at risk of losing) its qualified plan status.

MASTER/FEEDER OPTION
The Trust may in the future seek to achieve the Portfolio's investment objective
by investing all of the Portfolio's assets in another investment company having
the same investment objective and substantially the same investment policies and
restrictions as those applicable to the Portfolio. It is expected that any such
investment company would be managed by Janus Capital in substantially the same
manner as the Portfolio. The shareholders of the Trust of record on April 30,
1992, and the initial shareholder(s) of the Portfolio, have voted to vest
authority to use this investment structure in the sole discretion of the
Trustees. No further approval of the shareholders of the Portfolio is required.
You will receive at least 30 days' prior notice of any such investment. Such
investment would be made only if the Trustees determine it to be in the best
interests of the Portfolio and its shareholders. In making that determination,
the Trustees will consider, among other things, the benefits to shareholders
and/or the opportunity to reduce costs and achieve operational efficiencies.
Although management of the Portfolio believes that 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.

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

DISTRIBUTIONS AND TAXES

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

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo
TAXES

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

PERFORMANCE TERMS

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

SHAREHOLDER'S GUIDE

PURCHASES

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

REDEMPTIONS

SHAREHOLDER COMMUNICATIONS

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

Step coupon bonds are debt securities that trade at a discount from their face
value and pay coupon interest. The discount from the face value depends on the
time

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS

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<PAGE>

remaining until cash payments begin, prevailing interest rates, liquidity of the
security and the perceived credit quality of the issuer.

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

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

II. FUTURES, OPTIONS
AND OTHER DERIVATIVES

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

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<PAGE>

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<PAGE>

100 Fillmore Street
Denver, Colorado 80206-4928
(800) 525-3713

[LOGO] Funds distributed by Janus Distributors, Inc.
Member NASD.

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 13,1997

CONTENTS

- --------------------------------------------------------------------------------
PORTFOLIOS AT A GLANCE
Brief description of the Portfolios ...........................................1

- --------------------------------------------------------------------------------
EXPENSE INFORMATION
Each Portfolio's annual
operating expenses .........................................................3

- --------------------------------------------------------------------------------
THE PORTFOLIOS IN DETAIL
Investment Objectives and Policies of
the Growth, Combination and Fixed-
Income Funds ...............................................................4
General Portfolio Policies of the Portfolios
other than Money Market Portfolio ..........................................9
Additional Risk Factors Policies of
the Portfolios other than Money
Market Portfolio ..........................................................10

- --------------------------------------------------------------------------------
THE MONEY MARKET PORTFOLIO IN DETAIL
Investment Objectives,
Policies and Techniques ...................................................12

- --------------------------------------------------------------------------------
MANAGEMENT OF THE PORTFOLIOS
Investment Adviser and
Investment Personnel ......................................................15
Portfolio Transactions .......................................................16
Management Expenses ..........................................................17
Other Service Providers ......................................................17
Participant Administration Fee
and Distribution Fee ......................................................17
Other Information ............................................................18

- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An Explanation of
Performance Terms .........................................................19

- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ................................................................20
Taxes ........................................................................20

- --------------------------------------------------------------------------------
SHAREHOLDER'S GUIDE
Purchases ....................................................................21
Redemptions ..................................................................21
Shareholder Communications ...................................................21

- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms .................................................22

- --------------------------------------------------------------------------------
APPENDIX B
Explanation of Rating Categories .............................................24

JANUS ASPEN SERIES
RETIREMENT SHARES

Prospectus

_____, 1997

This prospectus describes nine mutual funds with a variety of investment
objectives, including growth of capital, current income and a combination of
growth and income (the "Portfolios"). This prospectus offers a separate class of
shares of each Portfolio (collectively, the "Shares") to certain participant
directed qualified retirement plans. Janus Capital Corporation ("Janus Capital")
serves as investment adviser to each Portfolio. Janus Capital has been in the
investment advisory business for over 26 years and currently manages
approximately $50 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. The Trust sells and redeems its Shares at net
asset value without any sales charges, commissions or redemption fees. Certain
Portfolios may not be available in connection with a particular qualified plan.
Contact your plan sponsor for further information.

This Prospectus contains information about the Shares that a plan participant
should consider before investing and should be read carefully and retained for
future reference. Additional information about the Shares is contained in a
Statement of Additional Information ("SAI") filed with the SEC. The SAI dated
_____, 1997 is incorporated by reference into this Prospectus. Copies of the SAI
are available upon request and without charge by writing or calling your plan
sponsor.

FLEXIBLE INCOME PORTFOLIO AND HIGH-YIELD PORTFOLIO MAY INVEST ALL OF THEIR
RESPECTIVE ASSETS IN HIGH-YIELD CORPORATE DEBT SECURITIES, COMMONLY KNOWN AS
"JUNK BONDS." SEE "ADDITIONAL RISK FACTORS" ON PAGE 10 FOR THE RISKS ASSOCIATED
WITH INVESTING IN THESE SECURITIES.

AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE IS NO ASSURANCE THAT THE MONEY MARKET PORTFOLIO WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC NOR HAS THE SEC 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.

<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 4.

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, III
Assistant Managers: David Decker
Blaine Rollins

AGGRESSIVE GROWTH PORTFOLIO

Focus: A nondiversified portfolio that seeks long-term growth of capital by
investing primarily in common stocks, with an emphasis on securities issued by
medium-sized companies.
Inception: September 1993
Manager: James P. Goff

INTERNATIONAL GROWTH PORTFOLIO

Focus: A diversified portfolio that seeks long-term growth of capital by
investing primarily in common stocks of foreign issuers.
Inception: May 1994
Manager: Helen Young Hayes
Assistant Manager: Laurence Chang

WORLDWIDE GROWTH PORTFOLIO

Focus: A diversified portfolio that seeks long-term growth of capital by
investing primarily in common stocks of foreign and domestic issuers.
Inception: September 1993
Manager: Helen Young Hayes
Assistant Manager: Laurence Chang

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
securities selected primarily for their growth potential and 40-60% of its
assets in securities selected primarily for their income potential.
Inception: September 1993
Manager: Blaine P. Rollins

FLEXIBLE INCOME PORTFOLIO

Focus: A diversified portfolio that seeks to maximize total return from a
combination of income and capital appreciation by investing primarily in
income-producing securities.
Inception: September 1993
Managers: Ronald V. Speaker
Sandy R. Rufenacht

HIGH-YIELD PORTFOLIO

Focus: A diversified portfolio that seeks high current income as its primary
objective. Capital appreciation is a secondary objective when consistent with
the primary objective. The Portfolio seeks to achieve these objectives by
investing primarily in high-yield/high risk fixed-income securities.
Fund Inception: May 1996
Fund Managers: Ronald V. Speaker
Sandy R. Rufenacht

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 effective maturity is normally less than three
years.
Inception: September 1993
Manager: Sandy R. Rufenacht

MONEY MARKET PORTFOLIO

Focus: A money market mutual fund that seeks maximum current income to the
extent consistent with stability of capital. The Portfolio seeks to achieve this
objective by investing primarily in high quality debt obligations and
obligations of financial institutions.
Inception: May 1995
Manager: Sharon S. Pichler

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

1
<PAGE>

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. A
Portfolio's position in the spectrum was determined based on a number of factors
such as the types of securities in which the Portfolio intends to invest, the
degree of diversification intended and/or permitted, and the size of the
Portfolio. In addition, the spectrum is 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.

[SPECTRUM CHART)

The spectrum illustrates the potential volatility of the Portfolios relative to
one another. The Portfolios' volatility ranges from low to high. The Growth
Portfolios are illustrated as follows: Growth Portfolio is shown as moderate;
Aggressive Growth Portfolio is shown as high; Capital Appreciation Portfolio* is
shown as high; International Growth Portfolio is shown as moderately-high;
Worldwide Growth Portfolio is shown as moderately-high (but less volatile than
International Growth Portfolio). The Combination Portfolios are illustrated as
follows: Balanced Portfolio is shown as moderate; Equity Income Portfolio* is
shown as moderate (but more volatile than Janus Balanced Fund). The Fixed-Income
Portfolios are illustrated as follows: Flexible Income Portfolio is shown as
low-moderate; High-Yield Portfolio is shown as moderate; Short-Term Bond
Portfolio is shown as low. Janus Money Market Fund is shown as low (but less
volatile than Janus Short-Term Bond Fund).

*These Portfolios commenced operations on May 1, 1997 and are offered by
separate prospectuses.

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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<PAGE>

EXPENSE INFORMATION

The tables and example below are designed to assist participants in qualified
plans that invest in the Shares of the Portfolios in understanding the various
costs and expenses that you will bear directly or indirectly as an investor in
the Shares.

SHAREHOLDER TRANSACTION EXPENSES (applicable to each Portfolio)

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

ANNUAL OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
<TABLE>

Total Operating
Management Fee(1) 12b-1 Fee(2) Other Expenses(1,3) Expenses(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth Portfolio - Retirement Shares 0.65% 0.25% 0.29% 1.19%
Aggressive Growth Portfolio - Retirement Shares 0.72% 0.25% 0.29% 1.26%
International Growth Portfolio - Retirement Shares 0.05% 0.25% 1.46% 1.76%
Worldwide Growth Portfolio - Retirement Shares 0.66% 0.25% 0.39% 1.30%
Balanced Portfolio - RetirementShares 0.79% 0.25% 0.40% 1.44%
Flexible Income Portfolio - Retirement Shares 0.65% 0.25% 0.44% 1.34%
High-Yield Portfolio - Retirement Shares 0.00% 0.25% 1.26% 1.51%
Short-Term Bond Portfolio - Retirement Shares 0.47% 0.25% 0.44% 1.16%
Money Market Portfolio - Retirement Shares 0.00% 0.25% 0.75% 1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fees and expenses in the table above are based on the estimated gross
expenses before expense offset arrangements that the Shares of the
Portfolios expect to incur in their initial fiscal year, net of fee
reductions and waivers from Janus Capital. Fee reductions for the Growth,
Aggressive Growth, International Growth, Worldwide Growth and Balanced
Portfolios reduce the management fee to the level of the corresponding Janus
retail fund. Other waivers, if applicable, are first applied against the
management fee and then against other expenses. Without such waivers or
reductions, the Management Fee, Other Expenses and Total Operating Expenses
for the Shares are estimated to be 0.79%, 0.54% and 1.33% for Growth
Portfolio; 0.79%, 0.54% and 1.33% for Aggressive Growth Portfolio; 1.00%,
1.71% and 2.71% for International Growth Portfolio; 0.77%, 0.64% and 1.41%
for Worldwide Growth Portfolio; 0.92%, 0.65% and 1.57% for Balanced
Portfolio; 0.65%, 0.69% and 1.34% for Flexible Income Portfolio; 0.75%,
6.04% and 6.79% for High-Yield Portfolio; 0.65%, 0.69% and 1.34% for
Short-Term Bond Portfolio; and 0.25%, 1.03% and 1.28% for Money Market
Portfolio, respectively. Janus Capital may modify or terminate the waivers
or reductions at any time upon at least 90 days' notice to the Trustees.
(2) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by the National Association of
Securities Dealers, Inc.
(3) Includes compensation to service providers who provide recordkeeping,
subaccounting, and other administrative services to plan participants who
invest in the Shares. See "Participant Administration Fee" for more details.

EXAMPLE

YOU WOULD INDIRECTLY PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT ASSUMING
EXPENSE RATIOS REMAIN AS LISTED ABOVE AND ASSUMING A 5% ANNUAL RETURN WITH OR
WITHOUT REDEMPTION AT THE END OF EACH PERIOD.

<TABLE>
1 Year 3 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Growth Portfolio - Retirement Shares $12 $38
Aggressive Growth Portfolio - Retirement Shares $13 $40
International Growth Portfolio - Retirement Shares $18 $55
Worldwide Growth Portfolio - Retirement Shares $13 $41
Balanced Portfolio - Retirement Shares $15 $46
Flexible Income Portfolio - Retirement Shares $14 $42
High-Yield Portfolio - Retirement Shares $15 $48
Short-Term Bond Portfolio - Retirement Shares $12 $37
Money Market Portfolio - Retirement Shares $10 $32
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

FINANCIAL HIGHLIGHTS

No Financial Highlights are presented for the Shares because the Shares did not
commence operations until May 1, 1997.

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

3
<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 description of
investment terms used throughout this Prospectus. 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.

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
qualified retirement plan.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

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
International Growth Portfolio ..............................Janus Overseas Fund
Worldwide Growth Portfolio .................................Janus Worldwide Fund
Balanced Portfolio ..........................................Janus Balanced Fund
Flexible Income Portfolio ............................Janus Flexible Income Fund
High-Yield Portfolio ......................................Janus High-Yield Fund
Short-Term Bond Portfolio ............................Janus Short-Term Bond Fund
Money Market Portfolio ..................................Janus Money Market Fund

GROWTH PORTFOLIO, AGGRESSIVE GROWTH PORTFOLIO, INTERNATIONAL GROWTH PORTFOLIO
AND WORLDWIDE 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 PORTFOLIOS

Investment Objective: .........................................Growth of Capital
Primary Holdings: .................................................Common Stocks
Shareholder's Investment Horizon: .....................................Long-Term

GROWTH PORTFOLIO

AGGRESSIVE GROWTH PORTFOLIO

The investment objective of this Portfolio is long-term growth of capital. It is
a nondiversified portfolio that pursues its investment objective by normally
investing at least 50% of its equity assets in securities issued by medium-sized
companies. Medium-sized companies are those whose market capitalizations fall
within the range of companies in the S&P MidCap 400 Index (the "MidCap Index").
Companies whose capitalization falls outside this range after the Portfolio's
initial purchase continue to be considered medium-sized companies for the
purpose of this policy. As of December 30, 1996, the MidCap Index included
companies with capitalizations between approximately $192 million to $6.5
billion. The range of the MidCap Index is expected to change on a regular basis.
Subject to the above policy, the Portfolio may also invest in smaller or larger
issuers.

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.

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.

TYPES OF INVESTMENTS

Each of these Portfolios invests primarily in common stocks of foreign and
domestic

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

4
<PAGE>

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. Some securities
that the Portfolios purchase may be on a when-issued, delayed delivery or
forward commitment basis. The Portfolios may invest up to 25% of their assets in
mortgage- and asset-backed securities, up to 10% of their assets in zero coupon,
pay-in-kind and step coupon securities, and without limit in indexed/ structured
securities. No Growth Portfolio will invest 35% or more of its assets in
high-yield/high-risk securities.

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 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 for non-hedging purposes such as
seeking to enhance return. See "Additional Risk Factors" on page 10 for a
discussion of the risks associated with foreign investing and derivatives.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN GROWTH PORTFOLIO, AGGRESSIVE GROWTH PORTFOLIO, INTERNATIONAL GROWTH PORTFOLIO
OR WORLDWIDE GROWTH PORTFOLIO.

HOW ARE COMMON STOCKS SELECTED?
Each of these Portfolios invests substantially all of its assets in common
stocks to the extent its portfolio manager believes that the relevant market
environment favors profitable investing in those securities. Portfolio managers
generally 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 generally selected without regard to any defined
industry sector or other similarly defined selection procedure. Realization of
income is not a significant investment consideration. Any income realized on
these Portfolios' investments will be incidental to their objectives.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally, yes. Portfolio managers seek companies that meet their selection
criteria, regardless of country of organization or place of principal business
activity. Foreign securities are generally selected on a stock-by-stock basis
without regard to any defined allocation among countries or geographic regions.
However, certain factors such as expected levels of inflation, government
policies influencing business conditions, the outlook for currency
relationships, and prospects for economic growth among countries, regions or
geographic areas may warrant greater consideration in selecting foreign
securities. See "Additional Risk Factors" on page 10.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

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, International Growth Portfolio
and Worldwide 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.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

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
net asset value ("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.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

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. See "Additional Risk Factors" on page 10. In addition, to
the extent that a Portfolio holds a larger cash position, it might not
participate in market declines to the same extent as if the Portfolio remained
more fully invested in common stocks.

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

5
<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.

COMBINATION PORTFOLIO

Investment Objective: ................Growth of Capital; Some Emphasis on Income
Primary Holdings: .................Common Stocks and Income-Producing Securities
Shareholder's Investment Horizon: .....................................Long-Term

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

TYPES OF INVESTMENTS

Balanced Portfolio may invest in the types of investments previously described
on pages 4-5. The Portfolio may also invest in the types of income-producing
securities described below for Flexible Income Portfolio except that its
investments in high-yield/high risk 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 COMPONENTS OF BALANCED
PORTFOLIO?
Balanced Portfolio may invest in a combination of common stocks, preferred
stocks, convertible securities, debt securities and other fixed-income
securities. Balanced Portfolio may shift assets between the growth and income
components of its portfolio based on its portfolio manager's analysis of
relevant market, financial and economic conditions. If the portfolio manager
believes that growth securities will provide better returns than the yields then
available or expected on income-producing securities, then the Portfolio will
place a greater emphasis on the growth component.

WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF BALANCED PORTFOLIO?
The growth component of Balanced Portfolio is expected to consist primarily of
common stocks. The selection criteria for common stocks are described on page 5.
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.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF BALANCED PORTFOLIO?
The income component of the Balanced Portfolio will consist of securities that
the portfolio manager believes have income potential. Such securities may
include equity securities, convertible securities and all types of debt
securities. Equity securities may be included in the income component of the
Balanced Portfolio if they currently pay dividends or a portfolio manager
believes they have potential for either increasing their dividends or commencing
dividends, if none are currently paid. Investors in the Balanced Portfolio
should keep in mind that the Portfolio is not designed to produce a consistent
level of income.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

FLEXIBLE INCOME PORTFOLIO, HIGH-YIELD PORTFOLIO AND SHORT-TERM BOND PORTFOLIO
ARE DESIGNED FOR THOSE INVESTORS WHO PRIMARILY SEEK CURRENT INCOME.

FIXED-INCOME PORTFOLIOS

Investment Objective:
Flexible Income Portfolio ........................................Total Return
Others .................................................................Income
Primary Holdings: ...................................Income-Producing Securities
Shareholder's Investment Horizon:
Short-Term Bond Portfolio .........................Short- to Intermediate-Term
Others .............................................Intermediate- to Long-Term

FLEXIBLE INCOME PORTFOLIO

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

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

6
<PAGE>

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

Flexible Income Portfolio may invest without limit in foreign securities,
including those of corporate and government issuers. The Portfolio may invest
without limit in high-yield/high-risk securities and may have substantial
holdings of such securities. The Portfolio may invest without limit in mortgage-
and asset-backed securities and up to 10% in zero coupon, pay-in-kind and step
coupon securities. The risks of foreign securities and high-yield securities are
described under "Additional Risk Factors" on page 10.

The Portfolio may purchase defaulted debt securities if, in the opinion of Janus
Capital it appears likely that the issuer may resume interest payments or other
advantageous developments appear likely in the near term. Defaulted debt
securities may be illiquid and subject to the Portfolio's limit on illiquid
investments.

HIGH-YIELD PORTFOLIO

The primary investment objective of this Portfolio is to obtain high current
income. Capital appreciation is a secondary objective when consistent with its
primary objective. Capital appreciation may result, for example, from an
improvement in the credit standing of an issuer whose securities are held by
this Portfolio or from a general lowering of interest rates, or both. This
Portfolio pursues its objectives by investing primarily in high-yield/high-risk
fixed-income securities. This Portfolio will normally invest at least 65% of its
total assets in those securities. In addition, the Portfolio may invest in all
of the types of securities previously described under Flexible Income Portfolio
(except it may invest without limit in zero coupon, pay-in-kind and step coupon
securities).

The high yields sought by this Portfolio are expected to result primarily from
investments in longer-term, lower quality corporate bonds, commonly referred to
as "junk" bonds. This Portfolio considers lower quality securities to be
securities rated below investment grade by established rating agencies or
unrated securities of comparable quality. Securities rated BB or lower by
Standard & Poor's Ratings Services ("Standard & Poor's") or Ba or lower by
Moody's Investors Service, Inc. ("Moody's") are below investment grade. Lower
quality securities are often considered to be more speculative and involve
greater risk of default or price changes due to changes in interest rates,
economic conditions and the issuer's credit-worthiness. As a result, their
market prices tend to fluctuate more than higher quality securities of
comparable maturity. Additional risks of lower quality securities are described
under "Additional Risk Factors" on page 10.

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 effective maturity will not exceed three
years.

Effective maturity is the weighted average period over which a security's
principal is expected to be paid, and differs from stated maturity in that it
estimates the effect of expected principal prepayments and call provisions.
Targeting effective maturity provides additional flexibility in portfolio
management but, all else being equal, could result in higher volatility than a
fund targeting a stated maturity or maturity range. See the question and answer
section below for a more detailed discussion of the Portfolio's maturity policy.

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 the types of securities previously described under
Flexible Income Portfolio except that the Portfolio will invest less than 35% of
its net assets in high-yield/ high-risk securities and its investments in
mortgage- and asset-backed securities will not exceed 25% of assets.

TYPES OF INVESTMENTS

Each Portfolio may purchase securities on a when-issued, delayed delivery or
forward commitment basis. In addition, each Portfolio may use futures, options
and other derivatives for hedging purposes or for non-hedging purposes, such as
seeking to enhance 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 any 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 FLEXIBLE INCOME PORTFOLIO, HIGH-YIELD PORTFOLIO OR 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 may
react to interest rate changes. High-yield bond prices are generally less
directly responsive to interest rate changes than investment grade issues and
may not always follow this pattern.

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WHAT IS MEANT BY A PORTFOLIO'S "AVERAGE-WEIGHTED EFFECTIVE MATURITY"?
The stated maturity of a bond is the date when the issuer must repay the bond's
entire principal value to an investor, such as a Portfolio. Some types of bonds,
such as mortgage-backed securities and securities with call provisions, may also
have an "effective maturity" that is shorter than the stated date. With respect
to GNMA securities and other mortgage-backed securities, effective maturity is
likely to be substantially less than the stated maturities of the mortgages in
the underlying pools. With respect to obligations with call provisions,
effective maturity is typically the next call date on which the obligation
reasonably may be expected to be called. Securities without prepayment or call
provisions generally have an effective maturity equal to their stated maturity.
Dollar-weighted effective maturity is calculated by averaging the effective
maturity of bonds held by a Portfolio with each effective maturity "weighted"
according to the percentage of net assets that it represents.

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WHAT IS MEANT BY A 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 a Portfolio with each duration "weighted" according to
the percentage of net assets that it represents. Because duration accounts for
interest payments, a Portfolio's duration is usually shorter than its average
maturity.

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HOW DO FLEXIBLE INCOME PORTFOLIO, HIGH-YIELD PORTFOLIO AND SHORT-TERM BOND
PORTFOLIO MANAGE INTEREST RATE RISK?
Each of these Portfolios may vary the
average-weighted maturity of its portfolio to reflect its portfolio manager's
analysis of interest rate trends and other factors. A 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 Portfolios may also use futures, options and other
derivatives to manage interest rate risk. See "Additional Risk Factors" on page
10.

Primary Interest Rate
Investment Type Credit Risk Risk
- --------------------------------------------------------------------------------
Flexible Income Portfolio Corporate Bonds High High
- --------------------------------------------------------------------------------
High-Yield Portfolio Corporate Bonds Highest Moderate
- --------------------------------------------------------------------------------
Short-Term Bond Portfolio Corporate Bonds Moderate Low
- --------------------------------------------------------------------------------

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

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

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

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WHAT RISKS DO HIGH-YIELD/HIGH-RISK SECURITIES PRESENT?
High-yield/high-risk securities are often considered to be more speculative and
involve greater risk of default or price changes due to changes in economic and
industry conditions and the issuer's creditworthiness. Their market prices tend
to fluctuate more than higher quality securities as a result of changes in these
factors.

The default rate of lower quality debt securities is likely to be higher when
issuers have difficulty meeting projected goals or obtaining additional
financing. This could occur during economic recessions or periods of high
interest rates. In addition, there may be a smaller market for lower quality
securities than for higher quality securities, making lower quality securities
more difficult to sell promptly at an acceptable price.

The junk bond market can experience sudden and sharp price swings. Because
Flexible Income portfolio and High-Yield Portfolio may invest a significant
portion of their portfolios in high-yield/high-risk securities, investors in
such Portfolios should be willing to tolerate a corre-sponding increase in the
risk of significant and sudden changes in net asset value.

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HOW DO THE FLEXIBLE INCOME PORTFOLIO, HIGH-YIELD PORTFOLIO AND SHORT-TERM BOND
PORTFOLIO DIFFER FROM EACH OTHER?
The chart above shows that these Portfolios

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differ in terms of the type, credit quality and interest rate risk of the
securities in which they invest.

GENERAL PORTFOLIO POLICIES OF PORTFOLIOS OTHER THAN MONEY MARKET PORTFOLIO

Unless otherwise stated, each of the following policies applies to all of the
Portfolios other than the Money Market Portfolio. 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 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. The Portfolios may
also invest in money market funds (including funds managed by Janus Capital).
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 total assets in a single issuer
(other than U.S. government securities).

o Aggressive Growth Portfolio reserves the right to become a diversified
portfolio by limiting the investments in which more than 5% of its total
assets are invested.

INTERNAL REVENUE SERVICE (IRS) LIMITATIONS

In addition to the diversification requirements stated above, because a class of
shares of the Portfolios are sold in connection with variable insurance
contracts, 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.

INDUSTRY CONCENTRATION
As a fundamental policy, no Portfolio will invest 25% or more of its total
assets in any particular industry (excluding 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 a 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 INVESTMENTS
Each Portfolio may invest up to 15% of its net assets in illiquid investments,
including restricted securities or private placements that are not deemed to be
liquid by Janus Capital. An illiquid investment is a security or other position
that cannot be disposed of quickly in the normal course of business. Some
securities cannot be sold to the U.S. public because of their terms or because
of SEC regulations. Janus Capital will follow guidelines established by the
Trustees of the Trust ("Trustees") in making liquidity determinations for Rule
144A securities and other securities, including privately placed commercial
paper and municipal lease obligations.

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

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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is no assurance that such permission will be granted.

ADDITIONAL RISK FACTORS OF PORTFOLIOS OTHER THAN MONEY MARKET PORTFOLIO

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 may buy the local currency when it buys a foreign
currency denominated security and sell the local currency when it sells the
security. As long as a Portfolio holds a foreign security, its value will be
affected by the value of the local currency relative to the U.S. dollar. 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. U.S.
dollar denominated securities of foreign issuers may also be affected by
currency risk.

o Political and Economic Risk. Foreign investments may be subject to heightened
political and economic risks, particularly in underdeveloped or developing
countries which may have relatively unstable governments and economies based
on only a few industries. In some countries, there is the risk that the
government may take over the assets or operations of a company or that the
government may impose taxes or limits on the removal of a Portfolio's assets
from that country. The Portfolios may invest in emerging market countries.
Emerging market countries involve greater risks such as immature economic
structures, national policies restricting investments by foreigners, and
different legal systems.

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 seeking to increase a Portfolio's income or otherwise seeking
to enhance return. Please refer to Appendix A to this Prospectus and the SAI for
a more detailed discussion of these instruments.

The use of derivative instruments exposes the 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 fluctu-

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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<PAGE>

ation 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

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.

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

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

HIGH-YIELD/HIGH-RISK SECURITIES

HIGH-YIELD/HIGH-RISK SECURITIES (OR "JUNK" BONDS) ARE DEBT SECURITIES RATED
BELOW INVESTMENT GRADE BY THE PRIMARY RATING AGENCIES (SUCH AS STANDARD & POOR'S
AND MOODY'S).

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

Issuers of high-yield/high-risk securities are more vulnerable to real or
perceived economic changes (for instance, an economic downturn or prolonged
period of rising interest rates), political changes or adverse developments
specific to the issuer. Adverse economic, political or other developments may
impair the issuer's ability to service principal and interest obligations, to
meet projected business goals and to obtain additional financing, particularly
if the issuer is highly leveraged. In the event of a default, 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 quality securities is generally less liquid than the market
for higher quality securities. Adverse publicity and investor perceptions as
well as new or proposed laws may also have a greater negative impact on the
market for lower quality securities. Unrated debt, while not necessarily of
lower quality than rated securities, may not have as broad a market as rated
securities. Sovereign debt of foreign governments is generally rated by country.
Because these ratings to not take into account individual factors relevant to
each issue and may not be updated regularly, Janus Capital may treat such
securities as unrated debt.

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

Please refer to Appendix B for a description of bond rating categories.

SHORT SALES
Each Portfolio may engage in "short sales against the box." This technique
involves selling either a security that a Portfolio owns, or a security
equivalent in kind and amount that a Portfolio has the right to obtain, for
delivery at a specified date in the future. Each Portfolio will enter into a
short sale against the box to hedge against anticipated declines in the market
price of portfolio securities or to defer an unrealized gain. If the value of
the securities sold short increases prior to the scheduled delivery date, the
Portfolio lose the opportunity to participate in the gain.

SPECIAL SITUATIONS
Each Portfolio may invest in "special situation" 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.

See Appendix A for risks associated with certain other investments.

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MONEY MARKET PORTFOLIO IS DESIGNED FOR INVESTORS WHO PRIMARILY SEEK MAXIMUM
CURRENT INCOME TO THE EXTENT CONSISTENT WITH STABILITY OF CAPITAL.

MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVE

The Portfolio's investment objective is to seek maximum current income to the
extent consistent with stability of capital. There can be no assurance that the
Portfolio will achieve its investment objective or be able to maintain a stable
net asset value of $1.00 per share.

INVESTMENT POLICIES

The Portfolio will invest only in eligible high quality, short-term money market
instruments that present minimal credit risks, as determined by Janus Capital,
the Portfolio's investment adviser, pursuant to procedures adopted by the
Trustees. The Portfolio may invest only in U.S. dollar-denominated instruments
that have a remaining maturity of 397 days or less (as calculated pursuant to
Rule 2a-7 under the 1940 Act) and will maintain a dollar-weighted average
portfolio maturity of 90 days or less.

Except to the limited extent permitted by Rule 2a-7 and except for U.S.
Government Securities (as defined below), the Portfolio will not invest more
than 5% of its total assets in the securities of any one issuer. A guarantor is
not considered an issuer for the purpose of this limit, provided that the value
of all securities held by the Portfolio that are issued or guaranteed by that
institution shall not exceed 10% of the Portfolio's total assets. The Portfolio
may not invest more than 25% of its total assets in any one industry, except
that this limit does not apply to U.S. Government Securities, bank obligations
or municipal securities. To ensure adequate liquidity, the Portfolio may not
invest more than 10% of its net assets in illiquid securities, including
repurchase agreements maturing in more than seven days (unless subject to a
demand feature) and certain time deposits that are subject to early withdrawal
penalties and mature in more than seven days. Janus Capital determines and
monitors the liquidity of portfolio securities under the supervision of the
Trustees.

Ratings. High quality money market instruments include those that (i) are rated
(or, if unrated, are issued by an issuer with comparable outstanding short-term
debt that is rated) in one of the two highest rating categories for short-term
debt by any two nationally recognized statistical rating organizations
("NRSROs") or, if only one NRSRO has issued a rating, by that NRSRO or (ii) are
otherwise unrated and determined by Janus Capital to be of comparable quality.
The Portfolio will invest at least 95% of its total assets in securities in the
highest rating category (as determined pursuant to Rule 2a-7). Descriptions of
the rating categories of Standard & Poor's, Moody's and certain other NRSROs are
contained in Appendix B. A further description of the Money Market Portfolio's
investment policies is included in the Money Market Portfolio's SAI.

Although the Portfolio only invests in high quality money market instruments, an
investment in the Portfolio is subject to risk even if all securities in its
portfolio are paid in full at maturity. All money market instruments, including
U.S. Government Securities, can change in value as a result of changes in
interest rates, the issuer's actual or perceived creditworthiness or the
issuer's ability to meet its obligations.

TYPES OF INVESTMENTS

The Portfolio pursues its objective by investing primarily in high quality debt
obligations and obligations of financial institutions. It may invest to a lesser
degree in U.S. Government Securities and municipal securities.

Debt Obligations. The Portfolio may invest in debt obligations of domestic
issuers, including commercial paper (short-term promissory notes issued by
companies to finance their, or their affiliates', current obligations), notes
and bonds, and variable amount master demand notes. The payment obligations on
these instruments may be backed by securities, swap agreements or other assets,
by a guarantee of a third party or solely by the unsecured promise of the issuer
to make payments when due. The Portfolio may invest in privately issued
commercial paper or other securities that are restricted as to disposition under
the federal securities laws. In general, sales of these securities may not be
made absent registration under the Securities Act of 1933 (the "1933 Act") or
the availability of an appropriate exemption therefrom. Pursuant to Section 4(2)
of the 1933 Act or Rule 144A adopted under the 1933 Act, however, some of these
securities are eligible for resale to institutional investors, and accordingly,
Janus Capital may determine that a liquid market exists for such a security
pursuant to guidelines adopted by the Trustees.

Obligations of Financial Institutions. The Portfolio may invest in obligations
of financial institutions. Examples of obligations in which it may invest
include negotiable certificates of deposit, bankers' acceptances and time
deposits of U.S. banks

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES
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(including savings and loan associations) having total assets in excess of one
billion dollars and U.S. branches of foreign banks having total assets in excess
of ten billion dollars. The Portfolio may also invest in Eurodollar and Yankee
bank obligations as discussed below.

Certificates of deposit represent an institution's obligation to repay funds
deposited with it that earn a specified interest rate over a given period.
Bankers' acceptances are negotiable obligations of a bank to pay a draft which
has been drawn by a customer and are usually backed by goods in international
trade. Time deposits are non-negotiable deposits with a banking institution that
earn a specified interest rate over a given period. Fixed time deposits, which
are payable at the stated maturity date and bear a fixed rate of interest,
generally may be withdrawn on demand by the Portfolio but may be subject to
early withdrawal penalties that could reduce the Portfolio's yield. Unless there
is a readily available market for them, time deposits that are subject to early
withdrawal penalties and that mature in more than seven days will be treated as
illiquid securities.

Eurodollar or Yankee Obligations. The Portfolio may invest in Eurodollar and
Yankee bank obligations. Eurodollar bank obligations are dollar-denominated
certificates of deposit or time deposits issued outside the U.S. capital markets
by foreign branches of U.S. banks and by foreign banks. Yankee bank obligations
are dollar-denominated obligations issued in the U.S. capital markets by foreign
banks.

Eurodollar (and to a limited extent, Yankee) bank obligations are subject to
certain sovereign risks. One such risk is the possibility that a foreign
government might prevent dollar-denominated funds from flowing across its
borders. Other risks include: adverse political and economic developments in a
foreign country; the extent and quality of government regulation of financial
markets and institutions; the imposition of foreign withholding taxes; and
expropriation or nationalization of foreign issuers.

U.S. Government Securities. The Portfolio may invest without limit in U.S.
Government Securities. U.S. Government Securities shall have the meaning set
forth in the 1940 Act. The 1940 Act defines U.S. Government Securities to
include securities issued or guaranteed by the U.S. government, its agencies and
instrumentalities. U.S. Government Securities may also include repurchase
agreements collateralized by and municipal securities escrowed with or refunded
with U.S. Government Securities. U.S. Government Securities in which the
Portfolio may invest include U.S. Treasury securities and obligations issued or
guaranteed by U.S. government agencies and instrumentalities that are backed by
the full faith and credit of the U.S. government, such as those guaranteed by
the Small Business Administration or issued by the Government National Mortgage
Association. In addition, U.S. Government Securities in which the Portfolio may
invest include securities supported primarily or solely by the creditworthiness
of the issuer, such as securities of the Federal National Mortgage Association,
the Federal Home Loan Mortgage Corporation and the Tennessee Valley Authority.
There is no guarantee that the U.S. government will support securities not
backed by its full faith and credit. Accordingly, although these securities have
historically involved little risk of loss of principal if held to maturity, they
may involve more risk than securities backed by the full faith and credit of the
U.S. government.

Municipal Securities. The municipal securities in which the Portfolio may invest
include municipal notes and short-term municipal bonds. Municipal notes are
generally used to provide for the issuer's short-term capital needs and
generally have maturities of 397 days or less. The Portfolio may also invest in
high quality participation interests in municipal securities. A more detailed
description of various types of municipal securities is contained in Appendix B
in the SAI.

Yields on municipal securities are dependent on a variety of factors, including
the general conditions of the money market and of the municipal bond and
municipal note markets, the size of a particular offering, the maturity of the
obligation and the rating of the issue. Obligations of issuers of municipal
securities are subject to the provisions of bankruptcy, insolvency and other
laws affecting the rights and remedies of creditors, such as the Bankruptcy
Reform Act of 1978, as amended. Therefore, the possibility exists that, as a
result of litigation or other conditions, the ability of any issuer to pay, when
due, the principal of and interest on its municipal securities may be materially
affected.

Participation Interests. The Portfolio may invest in participation interests in
any type of security in which the Portfolio may invest. A participation interest
gives a Portfolio an undivided interest in the underlying securities in the
proportion that the Portfolio's participation interest bears to the total
principal amount of the underlying securities. Participation interests usually
carry a demand feature, as described below, backed by a letter of credit or
guarantee of the institution that issued the interests permitting the holder to
tender them back to the institution.

Demand Features. The Portfolio may invest in securities that are subject to puts
and stand-by commitments ("demand features"). Demand features give the Portfolio
the right to resell securities at specified periods prior to their maturity
dates to the seller or to some third party at an agreed-upon price or yield.
Securities with demand features may involve certain expenses and risks,
including the inability of the issuer

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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<PAGE>

of the instrument to pay for the securities at the time the instrument is
exercised, non-marketability of the instrument and differences between the
maturity of the underlying security and the maturity of the instrument.
Securities may cost more with demand features than without them. Demand features
can serve three purposes: to shorten the maturity of a variable or floating rate
security, to enhance the instrument's credit quality and to provide a source of
liquidity. Demand features are often issued by third party financial
institutions, generally domestic and foreign banks. Accordingly, the credit
quality and liquidity of the Portfolio's investments may be dependent in part on
the credit quality of the banks supporting its investments. This will result in
exposure to risks pertaining to the banking industry, including the foreign
banking industry. Brokerage firms and insurance companies also provide certain
liquidity and credit support.

Variable and Floating Rate Securities. The securities in which the Portfolio
invests may have variable or floating rates of interest. These securities pay
interest at rates that are adjusted periodically according to a specified
formula, usually with reference to some interest rate index or market interest
rate. Securities with ultimate maturities of greater than 397 days may be
purchased only pursuant to Rule 2a-7. Under that Rule, only those long-term
instruments that have demand features which comply with certain requirements and
certain variable rate U.S. Government Securities may be purchased. Similar to
fixed rate debt instruments, variable and floating rate instruments are subject
to changes in value based on changes in market interest rates or changes in the
issuer's or guarantor's creditworthiness. The rate of interest on securities
purchased by the Portfolio may be tied to short-term Treasury or other
government securities or indices on securities that are permissible investments
of the Portfolio, as well as other money market rates of interest. The Portfolio
will not purchase securities whose values are tied to interest rates or indicies
that are not appropriate for the duration and volatility standards of a money
market fund.

Mortgage- and Asset-Backed Securities. The Portfolio may purchase fixed or
adjustable rate mortgage-backed securities issued by the Government National
Mortgage Association, Federal National Mortgage Association or the Federal Home
Loan Mortgage Corporation, or other governmental or government-related entities.
In addition, the Portfolio may purchase other asset-backed securities, including
securities backed by automobile loans, equipment leases or credit card
receivables. These securities directly or indirectly represent a participation
in, or are secured by and payable from, fixed or adjustable rate mortgage or
other loans which may be secured by real estate or other assets. Unlike
traditional debt instruments, payments on these securities include both interest
and a partial payment of principal. Prepayments of the principal of underlying
loans may shorten the effective maturities of these securities and may result in
the Portfolio having to reinvest proceeds at a lower interest rate.

Repurchase Agreements. The Portfolio may seek additional income by entering into
collateralized repurchase agreements with respect to obligations that it could
otherwise purchase. Repurchase agreements are transactions in which the
Portfolio purchases securities and simultaneously commits to resell those
securities to the seller at an agreed-upon price on an agreed-upon future date.
The resale price reflects a market rate of interest that is not related to the
coupon rate or maturity of the purchased securities.

Reverse Repurchase Agreements. The Portfolio may enter into reverse repurchase
agreements. Reverse repurchase agreements are transactions in which the
Portfolio sells a security and simultaneously commits to repurchase that
security from the buyer at an agreed upon price on an agreed upon future date.
This technique will be used primarily for temporary or emergency purposes, such
as meeting redemption requests.

Delayed Delivery Securities. The Portfolio may purchase securities on a
when-issued or delayed delivery basis. Securities so purchased are subject to
market price fluctuation from the time of purchase but no interest on the
securities accrues to the Portfolio until delivery and payment for the
securities take place. Accordingly, the value of the securities on the delivery
date may be more or less than the purchase price. Forward commitments will be
entered into only when the Portfolio has the intention of taking possession of
the securities, but it may sell the securities before the settlement date if
deemed advisable.

Borrowing and Lending. The Portfolio may borrow money for temporary or emergency
purposes in amounts up to 25% of its total assets. It may not mortgage or pledge
securities except to secure permitted borrowings. As a fundamental policy, the
Portfolio will not lend securities or other assets if, as a result, more than
25% of its total assets would be lent to other parties; however, it does not
currently intend to engage in securities lending. The Portfolio intends to seek
permission from the SEC to borrow money from or lend money to other funds that
permit such transactions and are advised by Janus Capital. There is no assurance
that such permission will be granted.

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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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 objectives and policies.
The Trustees delegate the day-to-day management of the Portfolios to the
officers of the Trust and meet at least quarterly to review the Portfolios'
investment policies, performance, expenses and other business affairs.

INVESTMENT ADVISER

Janus Capital, 100 Fillmore Street, Denver, Colorado 80206-4928, 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 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.

Service providers to qualified plans that purchase the Shares receive fees for
providing recordkeeping, subaccounting and other administrative services, as
described under "Participant Administration Fee and Distribution Fee" on pages
17-18.

INVESTMENT PERSONNEL

James P. Craig, III is Chief Investment Officer of Janus Capital. He is also
Executive Vice President and portfolio manager of Growth Portfolio, which he has
managed since 1994. Mr. Craig previously managed Balanced Portfolio from
September 1993 through April 1996. He has managed Janus Fund since 1986, Janus
Venture Fund from its inception to December 1993 and Janus Balanced Fund from
December 1993 through December 1995. He holds a Bachelor of Arts in Business
from the University of Alabama and a Master of Arts in Finance from the Wharton
School of the University of Pennsylvania.

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James P. Goff is Executive Vice President and portfolio manager of Aggressive
Growth Portfolio. Mr. Goff joined Janus Capital in 1988 and has managed Janus
Enterprise Fund since its inception. Mr. Goff co-managed or managed Janus
Venture Fund from December 1993 to January 1997. He holds a Bachelor of Arts in
Economics from Yale University and is a Chartered Financial Analyst.

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Helen Young Hayes is Executive Vice President and 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.

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Sharon S. Pichler is Executive Vice President and portfolio manager of Money
Market Portfolio, which she has managed since inception. She has also managed
Janus Money Market Fund, Janus Government Money Market Fund and Janus Tax-Exempt
Money Market Fund since their inception. She holds a Bachelor of Arts in
Economics from Michigan State University and a Master of Business Administration
from the University of Texas at San Antonio. Ms. Pichler is a Chartered
Financial Analyst.

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Blaine P. Rollins is Executive Vice President and portfolio manager of Balanced
Portfolio, which he has managed since May 1996. Mr. Rollins joined Janus Capital
in 1990 and has managed Janus Balanced Fund since January 1996 and Janus Equity
Income Fund since May 1996. He has been an assistant portfolio manager of Janus
Fund since January 1995. He gained experience as a fixed-income trader and
equity research analyst prior to assuming management responsibility for the
Portfolio. He holds a Bachelor of Science in Finance from the University of
Colorado and is a Chartered Financial Analyst.

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Sandy R.Rufenacht is Executive Vice President and portfolio manager of
Short-Term Bond Portfolio, which he has managed since May 1996. He is also the
co-manager of Flexible Income Portfolio and High-Yield Portfolio, which he has
co-managed since January 13, 1997 and October 24, 1996, respectively. Mr.
Rufenacht joined Janus Capital in 1990 and has managed Janus Intermediate
Government Securities Fund

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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<PAGE>

and Janus Short-Term Bond Fund since January 1996. He is also the co-manager of
Janus Flexible Income Fund and Janus High-Yield Fund. He holds a Bachelor of
Arts in Business from the University of Northern Colorado.

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

In January 1997, Mr. Speaker settled an SEC administrative action involving two
personal trades made by him in January of 1993. Without admitting or denying the
allegations, Mr. Speaker agreed to civil money penalty, disgorgement, and
interest payments totaling $37,199 and to a 90-day suspension ending on or about
April 26, 1997.

ASSISTANT PORTFOLIO MANAGERS

Laurence Chang is assistant portfolio manager of International Growth Portfolio
and Worldwide Growth Portfolio. He is also assistant portfolio manager of Janus
Overseas Fund and Janus Worldwide Fund. He received an undergraduate degree with
honors in religion and philosophy from Dartmouth College and a Master's Degree
in Political Science from Stanford University. He is a Chartered Financial
Analyst.

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David Decker is an assistant portfolio manager of the Growth Portfolio. He is
also assistant portfolio manager of Janus Fund. He is Executive Vice President
and portfolio manager of Janus Special Situations Fund. Mr. Decker received a
Masters of Business Administration in Finance from the Fuqua School of Business
at Duke University and a Bachelor's Degree in Economics and Political Science
from Tufts University. He is a Chartered Financial Analyst.

PERSONAL INVESTING
Janus Capital does not permit portfolio managers to purchase and sell securities
for their own accounts, except under the limited exceptions contained in 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.

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 serving to reduce
those expenses. The SAI further explains the selection of broker-dealers.

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

Each Portfolio pays Janus Capital a management fee which is accrued daily. 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>

Average Daily Net Annual Rate Expense Limit
Fee Schedule Assets of Portfolio Percentage (%) Percentage (%)**
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth Portfolio First $ 30 Million 1.00* N/A
Aggressive Growth Portfolio Next $270 Million .75
International Growth Portfolio*** Next $200 Million .70
Worldwide Growth Portfolio Over $500 Million .65
Balanced Portfolio
---------------------------------------------------------------------------------------------------------------------------
Flexible Income Portfolio First $300 Million .65 1.00
Over $300 Million .55
---------------------------------------------------------------------------------------------------------------------------
High-Yield Portfolio First $300 Million .75 1.00
Over $300 Million .65
---------------------------------------------------------------------------------------------------------------------------
Short-Term Bond Portfolio First $300 Million .65 .65
Over $300 Million .55
---------------------------------------------------------------------------------------------------------------------------
Money Market Portfolio All asset levels .25 .50
---------------------------------------------------------------------------------------------------------------------------
</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. Janus Capital may
terminate this fee reduction or any of the expense limitations set
forth above at any time upon at least 90 days' notice to the
Trustees. 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 Overseas Fund, Janus Worldwide
Fund and Janus Balanced Fund were ___%, ___%, ___%, ___%, and ___%,
respectively, for the quarter ended March 31, 1997.
**The Distribution Fee and Participant Administration Fee described on
pages 17-18 are not included in the expense limit.
***Janus Capital has reduced the expense limit of International Growth
Portfolio to 1.25% of average net assets through at least April 30,
1998.

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 declines in
accordance with the above schedule (except for the Money Market Portfolio). In
addition, the Shares of each Portfolio incur expenses not assumed by Janus
Capital, including the participant administration fee and distribution fee
described above, 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.

OTHER SERVICE PROVIDERS

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

CUSTODIAN FOR PORTFOLIOS OTHER
THAN MONEY MARKET PORTFOLIO
STATE STREET BANK AND TRUST COMPANY
P.O. Box 0351
Boston, Massachusetts 02117-0351

CUSTODIAN FOR
MONEY MARKET PORTFOLIO
United Missouri Bank, N.A.
P.O. Box 419226
Kansas City, Missouri 64141-6226

TRANSFER AGENT
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

DISTRIBUTOR
Janus Distributors, Inc.
100 Fillmore Street
Denver, Colorado 80206-4928

Janus Service Corporation and Janus Distributors, Inc. are wholly-owned
subsidiaries of Janus Capital.

PARTICIPANT ADMINISTRATION FEE
AND DISTRIBUTION FEE

PARTICIPANT ADMINISTRATION FEE
Janus Service Corporation ("Janus Service"), the Trust's transfer agent,
receives a participant administration fee at an annual rate of up to .25% of the
average daily net assets of the Shares of each Portfolio for providing or
procuring recordkeeping, subaccounting and other administrative services to plan
participants who invest in the Shares. Janus Service expects to use this fee to
compensate qualified plan service providers of these services.

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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<PAGE>

DISTRIBUTION FEE
Under a distribution and service plan ("Plan") adopted in accordance with Rule
12b-1 under the 1940 Act, the Shares may pay Janus Distributors, Inc. ("JDI"),
the distributor of the Shares, a fee at an annual rate of up to 0.25% of the
average daily net assets of the Shares of a Portfolio. Under the terms of the
Plan, the Trust is authorized to make payments to JDI for remittance to
qualified plan service providers as compensation for distribution and
shareholder servicing performed by such service providers. The Plan permits the
compensation of such service providers at an annual rate of up to .25% of the
average daily net assets of the Shares of a Portfolio for activities which are
primarily intended to result in sales of the Shares, including but not limited
to preparing, printing and distributing prospectuses, SAIs, shareholder reports,
and educational materials to prospective and existing plan participants;
responding to inquiries by qualified plan participants; receiving and answering
correspondence; and similar activities.

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 offers Shares in eleven separate series, nine of which are offered by this
Prospectus.

Each Portfolio currently offers two classes of shares, one of which, the
Retirement Shares are offered pursuant to this Prospectus. The Shares offered by
this prospectus are available only to participant directed qualified plans using
plan service providers that are compensated for providing distribution and/or
recordkeeping and other administrative services provided to plan participants.
Institutional Shares of each Portfolio are available only in connection with
investment in and payments under variable insurance contracts as well as certain
qualified retirement plans. Because the expenses of each class may differ, the
performance of each class is expected to differ. If you would like additional
information about the Institutional Shares, please call 1-800-525-0020.

SHAREHOLDER MEETINGS
AND VOTING RIGHTS
The Trust does not intend to hold annual shareholder meetings. However, special
meetings may be called for a specific class or 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 class or Portfolio, only if a matter affects or requires the vote of only
that class or Portfolio or the interest of a class or Portfolio in the matter
differs from the interest of the other class or Portfolios of the Trust. As a
shareholder, you are entitled to one vote for each share that you own.

CONFLICTS OF INTEREST
The Shares offered by this prospectus are available only to certain qualified
plans. Institutional Shares of the Portfolios (offered through a separate
prospectus) are available to variable annuity and variable life separate
accounts of insurance companies that are unaffiliated with Janus Capital, as
well as certain qualified retirement plans. Although the Portfolios currently do
not anticipate any disadvantages to policy owners or plan participants will
develop arising out of the fact that each Portfolio offers its shares to such
entities, there is a possibility that a material conflict may arise. The
Trustees monitor events in order to identify any anticipated disadvantages or
material irreconcilable conflicts to determine what action, if any, should be
taken in response. If a material disadvantage or conflict occurs, the Trustees
may require one or more insurance company separate accounts or plans to withdraw
its investments in one or more Portfolios. 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 qualified
plan 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.

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

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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<PAGE>

costs will be materially reduced if this option is implemented.

THE VALUATION OF SHARES
The net asset value ("NAV") of the Shares of a Portfolio is determined at the
close of the regular trading session of the New York Stock Exchange (the "NYSE")
(normally 4:00 p.m., New York time) each day that the NYSE is open. NAV per
Share is determined by dividing the total value of the securities and other
assets, less liabilities, by the total number of Shares outstanding.

For the Portfolios other than the Money Market Portfolio, securities are valued
at market value or, if a market quotation is not readily available, at their
fair value determined in good faith under procedures established by and under
the supervision of the Trustees. Short-term instruments maturing within 60 days
are valued at amortized cost, which approximates market value.

For the Money Market Portfolio, portfolio securities are valued at their
amortized cost. Amortized cost valuation involves valuing an instrument at its
cost and thereafter assuming a constant amortization to maturity (or such other
date as permitted by Rule 2a-7) of any discount or premium. If fluctuating
interest rates cause the market value of the portfolio to deviate more than 1/2
of 1% from the value determined on the basis of amortized cost, the Trustees
will consider whether any action, such as adjusting the Share's NAV to reflect
current market conditions, should be initiated to prevent any material dilutive
effect on shareholders.

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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 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, International
Growth Portfolio, Worldwide Growth Portfolio and Balanced Portfolio generally
measure performance in terms of total return, while Flexible Income Portfolio,
High-Yield Portfolio, Short-Term Bond Portfolio, and Money Market Portfolio
generally use yield.

Cumulative total return represents the actual rate of return on an investment
for a specified 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 the Shares earn on investments as a percentage of
the Share price. It is calculated by dividing net investment income for a 30-day
period (7-day period for Money Market Portfolio) by the average number of Shares
entitled to receive dividends and dividing the result by the Share's NAV at the
end of such 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 the Shares of that Portfolio continued to have the
same yield for the entire year.

Effective yield is similar to yield in that it is calculated over the same time
frame, but instead the net investment income is compounded and then annualized.
Due to the compounding effect, the effective yield will normally be higher than
the yield.

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 - RETIREMENT SHARES

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<PAGE>

DISTRIBUTIONS AND TAXES

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DISTRIBUTIONS
To avoid taxation of the Portfolios, the Internal Revenue Code requires
each Portfolio to distribute net income and any net gains realized by its
investments annually. Income from dividends and interest and any net
realized short-term capital gains are paid to shareholders as ordinary
income dividends. Net realized long-term gains, if any, are paid to
shareholders as capital gains distributions.

PORTFOLIOS OTHER THAN
MONEY MARKET PORTFOLIO
Each class of each Portfolio, other than Money Market 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 Shares of a
Portfolio will automatically be reinvested into additional Shares of that
Portfolio.

HOW DISTRIBUTIONS AFFECT 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 the daily NAV of a
Portfolio's Shares. The Share price drops by the amount of the distribution, net
of any subsequent market fluctuations. As an example, assume that on December
31, the Shares of Growth Portfolio declared a dividend in the amount of $0.25
per share. If the price of Growth Portfolio's Shares was $10.00 on December 30,
the Share price on December 31 would be $9.75, barring market fluctuations.

MONEY MARKET PORTFOLIO
For the Shares of Money Market Portfolio, dividends representing substantially
all of the net investment income and any net realized gains on sales of
securities are declared daily, Saturdays, Sundays and holidays included, and
distributed on the last business day of each month. If a month begins on a
Saturday, Sunday or holiday, dividends for those days are declared at the end of
the preceding month and distributed on the first business day of the month. All
distributions will be automatically reinvested in Shares of the Portfolio.

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TAXES

TAXES ON DISTRIBUTIONS
Because the Shares may be purchased only through qualified plans, it is
anticipated that any income dividends or capital gains distributions made by the
Shares of a Portfolio will be exempt from current taxation if left to accumulate
within the qualified plan. Generally, withdrawals from qualified plans may be
subject to ordinary income tax and, if made before age 591/2, a 10% penalty tax.
The tax status of your investment in the Shares depends on the features of your
qualified plan. For further information, contact your plan sponsor.

TAXATION OF THE PORTFOLIOS

Dividends, interest and some capital gains 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.

The Portfolios do not expect to pay any federal income or excise taxes because
they intend to meet certain requirements of the Internal Revenue Code. In
addition, because a class of shares of each Portfolio are sold in connection
with variable annuity contracts and variable life insurance contracts, 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 - RETIREMENT SHARES

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<PAGE>

SHAREHOLDER'S GUIDE

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE PORTFOLIOS DIRECTLY. SHARES
MAY BE PURCHASED OR REDEEMED ONLY THROUGH QUALIFIED RETIREMENT PLANS. REFER TO
YOUR PLAN DOCUMENTS FOR INSTRUCTIONS ON HOW TO SELECT SPECIFIC PORTFOLIOS AS
INVESTMENT OPTIONS FOR A QUALIFIED PLAN.

PURCHASES

Purchases of Shares may be made only by qualified plans. Refer to your plan
documents for information on how to invest in the Shares each Portfolio.

All investments in the Portfolios are credited to 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
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. The Portfolios may discontinue sales to a qualified plan
and require plan participants with existing investments in the Shares to redeem
those investments if the plan loses (or in the opinion of Janus Capital, is at
risk of losing) its qualified plan status under the Internal Revenue Code.

REDEMPTIONS

Redemptions, like purchases, may be effected only through qualified plans.
Please refer to the appropriate 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 qualified plan the business day following receipt of the redemption order,
but in no event later than seven days after receipt of such order.

SHAREHOLDER COMMUNICATIONS

Plan participants will receive annual and semiannual reports including the
financial statements of the Shares 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 - RETIREMENT SHARES

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<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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. For
example, the Portfolios may purchase commercial paper issued under Section 4(2)
of the Securities Act of 1933.

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

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

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

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

Repurchase agreements involve the purchase of a security by a Portfolio and
a simultaneous agreement by the seller (generally a bank or dealer) to
repurchase the security from the Portfolio at a specified date or upon demand.
This technique offers a method of earning income on idle cash. These securities
involve the risk that the seller will fail to repurchase the security, as
agreed. In that case, 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 will be used primarily to provide cash to satisfy unusually high
redemption requests or for other temporary or emergency purposes.

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

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 are coupled with

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

22
<PAGE>

an option to tender the securities to a bank, broker-dealer or other financial
institution at periodic intervals and receive the face value of the bond. This
type of security is commonly used as a means of enhancing the security's
liquidity.

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

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

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

II. FUTURES, OPTIONS
AND OTHER DERIVATIVES

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

Futures contracts are contracts that obligate the buyer to receive and the
seller to deliver an instrument or money at a specified price on a specified
date. The 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. The
Portfolios may also buy options on futures contracts. An option on a futures
contract gives the buyer the right, but not the obligation, to buy or sell a
futures contract at a specified price on or before a specified date. Futures
contracts and options on futures are standardized and traded on designated
exchanges.

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

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

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

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

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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<PAGE>

APPENDIX B

EXPLANATION OF RATING CATEGORIES

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

STANDARD & POOR'S RATINGS SERVICES

BBB Adequate capacity to pay principal and interest;
normally exhibit adequate protection parameters,
but adverse economic conditions or changing
circumstances more likely to lead to a weakened
capacity to pay principal and interest than for
higher rated bonds.
Non-Investment
Grade BB, B, Predominantly speculative with respect to the
CCC, CC, C issuer's capacity to meet required interest and
principal payments. BB - lowest degree of
speculation; C - the highest degree of
speculation. Quality and protective
characteristics outweighed by large uncertainties
or major risk exposure to adverse conditions.
D In default.
- --------------------------------------------------------------------------------

MOODY'S INVESTORS SERVICE, INC.
Investment Grade
Aaa Highest quality, smallest degree of investment
risk.
Aa High quality; together with Aaa bonds, they
compose the high-grade bond group.
A Upper-medium grade obligations; many favorable
investment attributes.
Baa Medium-grade obligations; neither highly protected
nor poorly secured. Interest and principal appear
adequate for the present but certain protective
elements may be lacking or may be unreliable over
any great length of time.
Non-Investment Grade
Ba More uncertain, with speculative elements.
Protection of interest and principal payments not
well safeguarded during good and bad times.
B Lack characteristics of desirable investment;
potentially low assurance of timely interest and
principal payments or maintenance of other
contract terms over time.
Caa Poor standing, may be in default; elements of
danger with respect to principal or interest
payments.
Ca Speculative in a high degree; could be in default
or have other marked shortcomings.
C Lowest-rated; extremely poor prospects of ever
attaining investment standing.
- --------------------------------------------------------------------------------
Unrated securities will be treated as noninvestment grade securities unless the
portfolio manager determines that such securities are the equivalent of
investment grade securities. Securities that have received different ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.

SECURITIES HOLDINGS BY RATING CATEGORY

During the fiscal year ended December 31, 1996, the percentage of securities
holdings for the Flexible Income Portfolio and High-Yield Portfolio by rating
category based upon a weighted monthly average was:

<TABLE>

Bonds - S&P Rating Flexible Income Portfolio High-Yield Portfolio
<S> <C> <C>
AAA ___% ___%
AA ___% ___%
A ___% ___%
BBB ___% ___%
BB ___% ___%
B ___% ___%
CCC ___% ___%
CC ___% ___%
C ___% ___%
Preferred Stock ___% ___%
Cash and Options ___% ___%
----------------------------------------------------------------------------------------------------------------------
TOTAL 100% 100%
----------------------------------------------------------------------------------------------------------------------
</TABLE>
No other Portfolio held 5% or more of its assets in bonds rated
below investment grade for the fiscal year ended December 31,
1996.

JANUS ASPEN SERIES PROSPECTUS - RETIREMENT SHARES

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<PAGE>

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<PAGE>

100 Fillmore Street
Denver, Colorado 80206-4928
(800) 525-3713

[LOGO] Funds distributed by Janus Distributors, Inc.

Member NASD.

<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 13,1997
CONTENTS

- --------------------------------------------------------------------------------
THE PORTFOLIO AT A GLANCE
Brief description of the Portfolio ........................................... 1

- --------------------------------------------------------------------------------
EXPENSE INFORMATION
............................................................................. 1

- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An Explanation of
Performance Terms ..........................................................9

- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms .................................................11

JANUS ASPEN SERIES
CAPITAL APPRECIATION PORTFOLIO
RETIREMENT SHARES

Prospectus

________, 1997

Capital Appreciation Portfolio (the "Portfolio") is a no-load, nondiversified
mutual fund that seeks long-term growth of capital. The Portfolio pursues its
objective by investing primarily in common stocks of issuers of any size, which
may include larger well-established issuers and/ or smaller emerging growth
companies. The Portfolio is a series of Janus Aspen Series (the "Trust"), an
open-end management investment company. The Portfolio is recently organized and
has a limited operating history.

This Prospectus offers a separate class of shares of the Portfolio (the
"Shares") to certain participant directed qualified retirement plans. The Trust
sells and redeems its shares at net asset value without any sales charges,
commissions or redemption fees.

This Prospectus contains information about the Shares that a prospective plan
participant should consider before investing and should be read carefully and
retained for future reference. Additional information about the Portfolio is
contained in the Statement of Additional Information ("SAI") dated _______,
1997, which is filed with the Securities and Exchange Commission ("SEC") and is
incorporated by reference into this Prospectus. The SAI is available upon
request and without charge by writing or calling your plan sponsor.

THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC NOR HAS THE SEC 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.

<PAGE>

PORTFOLIO
AT A GLANCE

INVESTMENT OBJECTIVE:

The investment objective of the Portfolio is long-term growth of capital.

PRIMARY HOLDINGS:

The Portfolio is a nondiversified portfolio that pursues its investment
objective by investing primarily in common stocks of companies of any size.

SHAREHOLDER'S
INVESTMENT HORIZON:

PORTFOLIO ADVISER:

PORTFOLIO MANAGER:

Scott W. Schoelzel

ASSISTANT PORTFOLIO MANAGER:

Mike Lu

PORTFOLIO INCEPTION:

May 1997

EXPENSE INFORMATION

The tables and example below are designed to assist participants in qualified
plans that invest in the Shares of the Portfolio in understanding the various
costs and expenses that you will bear directly or indirectly as an investor in
the Shares.

SHAREHOLDER TRANSACTION EXPENSES

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

ANNUAL OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee(1) 0.75%
12b-1(2) 0.25%
Other Expenses(1,3) 0.55%
- --------------------------------------------------------------------------------
Total Operating Expenses(1) 1.30%
- --------------------------------------------------------------------------------
(1) The fees and expenses in the table above are based on the estimated gross
expenses before estimated expense offset arrangements that the Shares of the
Portfolio expect to incur their initial fiscal year, net of fee reductions
or waivers from Janus Capital. Fee reductions reduce the management fee to
the level of the corresponding Janus retail fund. Other waivers, if
applicable, are first applied against the management fee and then against
other expenses. Without such waivers or reductions, the Management Fee,
Other Expenses and Total Operating Expenses are estimated to be 1.00%, 0.55%
and 1.80%, respectively. Janus Capital may modify or terminate the waivers
or reductions at any time upon at least 90 days' notice to the Trustees.

(2) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by the National Association of
Securities Dealers, Inc.
(3) Includes compensation to service providers who provide recordkeeping,
subaccounting and other administrative services to plan participants who
invest in the Shares. See "Participant Administration Fee" for more details.

EXAMPLE
- --------------------------------------------------------------------------------
1 Year 3 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Shares of the
Portfolio returns 5% annually and the expense
ratio remains as listed above. The example
shows the operating expenses that you would
indirectly bear as an investor in the Shares of
the Portfolio. $16 $49
- --------------------------------------------------------------------------------

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES

1
<PAGE>

THE PORTFOLIO IN DETAIL

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

INVESTMENT OBJECTIVE

TYPES OF INVESTMENTS

See Appendix A for a further description of the Portfolio's investments.

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

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
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<PAGE>

HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?
A "nondiversified" fund, such as the Portfolio, has the ability to take larger
positions in a smaller number of issuers than a "diversified" fund. Because the
appreciation or depreciation of a single stock may have a greater impact on the
net asset value per share ("NAV") of a nondiversified fund, its share price can
be expected to fluctuate more than a comparable diversified fund.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

GENERAL PORTFOLIO POLICIES

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

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

o The Portfolio will invest no more than 25% of its total assets in a single
issuer (other than U.S. government securities).

o The Portfolio reserves the right to become a diversified portfolio by limiting
the investments in which more than 5% of its total assets are invested.

INTERNAL REVENUE SERVICE
(IRS) LIMITATIONS
In addition to the diversification requirements stated above, because a class of
shares of the Portfolio is sold in connection with variable annuity contracts
and variable life insurance contracts, the Portfolio intends to comply with the
diversification requirements currently imposed by the IRS on separate accounts
of insurance companies as a condition of maintaining the tax-deferred status of
variable contracts.

INDUSTRY CONCENTRATION
As a fundamental policy, the Portfolio will not invest 25% or more of its total
assets in any particular industry (excluding U.S. government securities).

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
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<PAGE>

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

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

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

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

ADDITIONAL RISK FACTORS

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.

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 most foreign securities are traded primarily in foreign markets. The
risks of foreign investing include:

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

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
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<PAGE>

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

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

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

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

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

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

SHORT SALES
The Portfolio may engage in "short sales against the box." This technique
involves selling either a security equivalent in kind and amount that the
Portfolio owns, or a security equivalent in kind and amount that the Portfolio
has the right to obtain, for delivery at a specified date in the future. The
Portfolio will enter into a short sale against the box to hedge against
anticipated declines in the market price of portfolio securities or to defer an
unrealized gain. If the value of the securities sold short increases prior to
the scheduled delivery date, the Portfolio loses the opportunity to participate
in the gain.

See Appendix A for risks associated with certain other investments.

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
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<PAGE>

MANAGEMENT OF THE PORTFOLIO

TRUSTEES

INVESTMENT ADVISER

Service providers to qualified plans that purchase the Shares receive fees for
providing recordkeeping, subaccounting and other administrative services as
described under "Participant Administration Fee and Distribution Fee" on page 7.

PORTFOLIO MANAGER

Scott W. Schoelzel is the Executive Vice President and portfolio manager of the
Portfolio which he has managed since inception. He is also portfolio manager of
Janus Olympus Fund which he has managed since its inception. Mr. Schoelzel is
Vice President of Janus Capital, where he has been employed since January 1994.
From 1991 to 1993, Mr. Schoelzel was a portfolio manager with Founders Asset
Management, Denver, Colorado. He holds a Bachelor of Arts in Business from
Colorado College.

ASSISTANT PORTFOLIO MANAGER

PORTFOLIO TRANSACTIONS

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
6
<PAGE>

BREAKDOWN OF MANAGEMENT EXPENSES

<TABLE>

Average Daily Net Annual Rate
Fee Schedule Assets of Portfolio Percentage (%)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
First $ 30 Million 1.00*
Next $270 Million .75
Next $200 Million .70
Over $500 Million .65
----------------------------------------------------------------------------------------------------------------------------
*Janus Capital has agreed to reduce the Portfolio's advisory fee to the extent that such fee exceeds the effective rate of
Janus Olympus Fund, the Janus retail fund corresponding to the Portfolio. Janus Capital may terminate this fee reduction at
any time upon at least 90 days' notice to the Trustees. 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 Olympus Fund was ____% for the quarter ended March 31, 1997. In addition, Janus Capital has agreed to limit the
expenses of the Portfolio's Shares to an annual rate of 1.25% of average net assets through at least April 30, 1998. The
participant administration fee and distribution fee described below are not included in this expense limit.

</TABLE>

Differences in the actual management fees incurred by the Portfolio is due
primarily to variances in the asset sizes of the corresponding retail fund. As
asset size increases, the annual rate of the management fee declines in
accordance with the above schedule. In addition, the Shares of the Portfolio
incur expenses not assumed by Janus Capital, including the participant
administration fee and distribution fee described on this page, 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.

OTHER SERVICE PROVIDERS

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

CUSTODIAN
State Street Bank and Trust Company
P.O. Box 0351
Boston, Massachusetts 02117-0351

TRANSFER AGENT
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

DISTRIBUTOR
Janus Distributors, Inc.
100 Fillmore Street
Denver, CO 80206-4928

Janus Service Corporation and Janus Distributors, Inc. are wholly-owned
subsidiaries of Janus Capital.

PARTICIPANT ADMINISTRATION FEE AND DISTRIBUTION FEE

PARTICIPANT ADMINISTRATION FEE
Janus Service Corporation ("Janus Service"), the Trust's transfer agent,
receives a participant administration fee at an annual rate of up to .25% of the
average daily net assets of the Shares of the Portfolio for providing or
procuring recordkeeping, subaccounting and other administrative services to plan
participants who invest in the Shares. Janus Service expects to use this fee to
compensate qualified plan service providers of these services.

DISTRIBUTION FEE
Under a distribution and service plan ("Plan") adopted in accordance with Rule
12b-1 under the 1940 Act, the Shares may pay Janus Distributors, Inc. ("JDI"),
the distributor of the Shares, a fee at an annual rate of up to 0.25% of the
average daily net assets of the Shares of the Portfolio. Under the terms of the
Plan, the Trust is authorized to make payments to JDI for remittance to
qualified plan service providers as compensation for distribution and
shareholder servicing performed by such service providers. The Plan permits the
compensation of such service providers at an annual rate of up to .25% of the
average daily net assets of the Shares of the Portfolio for activities which are
primarily intended to result in sales of the Shares, including but not limited
to preparing, printing and distributing prospectuses, SAIs, shareholder reports,
and educational materials to prospective and existing plan participants;
responding to inquiries by qualified plan participants; receiving and answering
correspondence; and similar activities.

OTHER INFORMATION

ORGANIZATION
The Trust is an open-end management investment company organized as a Delaware
business trust on May 20, 1993. The Portfolio has been established as a separate
series of the Trust.

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
7
<PAGE>

The Portfolio currently offers two classes of shares. The Shares offered by this
Prospectus are available only to participant directed qualified plans using plan
service providers that are compensated for providing distribution and/or
recordkeeping and other administrative services provided to plan participants.
Institutional Shares of the Portfolio are available only to variable insurance
contracts owners and other qualified retirement plans. Because the expenses of
each class may differ, the performance in each class is expected to differ. If
you would like additional information about the Institutional Shares, please
call 1-800-525-0020.

SHAREHOLDER MEETINGS AND
VOTING RIGHTS
The Trust does not intend to hold annual shareholder meetings. However, special
meetings may be called for a specific class or 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 a
class or Portfolio only if a matter affects or requires the vote of only that
class or Portfolio or the interests of the class or Portfolio in the matter
differs from the interest of the other class of Portfolios of the Trust. As a
shareholder, you are entitled to one vote for each share that you own.

CONFLICTS OF INTEREST
The Shares offered by this prospectus are available to certain participant
directed qualified plans. Institutional Shares of the Portfolio (offered by a
separate prospectus) are available only to variable annuity and variable life
separate accounts of insurance companies that are unaffiliated with Janus
Capital as well as certain qualified retirement plans. Although the Portfolio
does not currently anticipate any disadvantages to policy owners or plan
participants will develop arising out of the fact that the Portfolio offers its
shares to such entities, there is a possibility that disadvantages could occur
or a material conflict may arise. The Trustees monitor events in order to
identify any anticipated disadvantages or material irreconcilable conflicts that
may arise and to determine what action, if any, should be taken in response to
such conflicts. If a material disadvantage or conflict occurs, the Trustees may
require one or more insurance company separate accounts or plans to withdraw its
investments in the Portfolio. If this occurs, the Portfolio may be forced to
sell securities at disadvantageous prices. In addition, the Trustees may refuse
to sell shares of the Portfolio to any separate account or qualified plans or
may suspend or terminate the offering of shares of the Portfolio if such action
is required by law or regulatory authority or is in the best interests of the
shareholders of the Portfolio.

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
8
<PAGE>

DISTRIBUTIONS AND TAXES

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

TAXES

TAXES ON DISTRIBUTIONS
Because Shares of the Portfolio may be purchased only through qualified plans,
it is anticipated that any income dividends or capital gains distributions made
by the Shares of the Portfolio will be exempt from current taxation if left to
accumulate within the qualified plan. Generally, withdrawals from qualified
plans may be subject to ordinary income tax and, if made before age 591/2, a 10%
penalty tax. The tax status of your investment in the Shares depends on the
features of your qualified plan. For further information, contact your plan
sponsor.

The Portfolio does not expect to pay any federal income or excise taxes because
it intends to meet certain requirements of the Internal Revenue Code. In
addition, because a class of shares of the Portfolio is sold in connection with
variable annuity contracts and variable life insurance contracts, the Portfolio
intends to qualify under the Internal Revenue Code with respect to the
diversification requirements related to the tax-deferred status of insurance
company separate accounts.

PERFORMANCE TERMS

PORTFOLIO PERFORMANCE FIGURES ARE BASED UPON HISTORICAL RESULTS AND ARE NOT
INTENDED TO INDICATE FUTURE PERFOR MANCE. 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 CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
9
<PAGE>

SHAREHOLDER'S GUIDE

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE PORTFOLIO DIRECTLY. SHARES
MAY BE PURCHASED OR REDEEMED ONLY THROUGH QUALIFIED RETIREMENT PLANS. REFER TO
YOUR PLAN DOCUMENTS FOR INSTRUCTIONS ON HOW TO SELECT THE PORTFOLIO AS AN
INVESTMENT OPTION FOR A QUALIFIED PLAN.

PURCHASES

Purchases of Shares may be made only by qualified plans. Refer to your plan
documents for information on how to invest in the Shares of the Portfolio.

All investments in the Portfolio are credited to a qualified plan immediately
upon acceptance of the investment by the Portfolio. Investments will be
processed at the NAV next calculated after an order is received and accepted by
the Portfolio.

The Portfolio reserves the right to reject any specific purchase order. Purchase
orders may be refused if, in Janus Capital's opinion, they are of the size that
would disrupt the management of the Portfolio. The Portfolio may discontinue
sales of its shares if management believes that a substantial further increase
may adversely affect the Portfolio's ability to achieve its investment
objective. In such event, however, it is anticipated that existing plan
participants invested in the Portfolio would be permitted to continue to
authorize investment in the Portfolio and to reinvest any dividends or capital
gains distribution. The Portfolio may discontinue sales to a qualified plan and
require plan participants with existing investments in the Shares to redeem
those investments if the plan loses (or in the opinion of Janus Capital is at
risk of losing) its qualified plan status under the Internal Revenue Code.

REDEMPTIONS

Redemptions, like purchases, may be effected only through qualified plans.
Please refer to the appropriate plan documents for details.

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

SHAREHOLDER COMMUNICATIONS

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

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
10
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

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

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

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
11
<PAGE>

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

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).

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

JANUS ASPEN SERIES CAPITAL APPRECIATION PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
12
<PAGE>

This page intentionally left blank.

<PAGE>

[LOGO]
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923
1-800-525-3713

<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 13,1997

CONTENTS

- --------------------------------------------------------------------------------
THE PORTFOLIO AT A GLANCE
Brief description of the Portfolio ............................................1

- --------------------------------------------------------------------------------
EXPENSE INFORMATION
..............................................................................1

- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An Explanation of
Performance Terms ..........................................................9

- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms .................................................11

- --------------------------------------------------------------------------------
APPENDIX B
Explanation of Rating Categories .............................................13

JANUS ASPEN SERIES
EQUITY INCOME PORTFOLIO
RETIREMENT SHARES

Prospectus

_______, 1997

This prospectus offers a separate class of shares of the Portfolio (the
"Shares") to certain participant directed qualified retirement plans. The Trust
sells and redeems its shares at net asset value without any sales charges,
commissions or redemption fees.

This Prospectus contains information about the Shares that a prospective plan
participant should consider before investing and should be read carefully and
retained for future reference. Additional information about the Shares is
contained in the Statement of Additional Information ("SAI") dated _____, 1997,
which is filed with the Securities and Exchange Commission ("SEC") and is
incorporated by reference into this Prospectus. The SAI is available upon
request and without charge by writing or calling your plan sponsor.

THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC NOR HAS THE SEC 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.

<PAGE>

PORTFOLIO
AT A GLANCE

INVESTMENT OBJECTIVE:

The investment objective of the Portfolio is current income and long-term growth
of capital.

PRIMARY HOLDINGS:

The Portfolio is a diversified portfolio that pursues its objective by investing
primarily in income-producing equity securities.

SHAREHOLDER'S
INVESTMENT HORIZON:

PORTFOLIO ADVISER:

PORTFOLIO MANAGER:

Blaine P. Rollins

PORTFOLIO INCEPTION:

May 1997

EXPENSE INFORMATION

SHAREHOLDER TRANSACTION EXPENSES

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

ANNUAL OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee(1) .95%
12b-1 Fee(2) .25%
Other Expenses(1,3) .55%
- --------------------------------------------------------------------------------
Total Operating Expenses(1) 1.75%
- --------------------------------------------------------------------------------
(1) The fees and expenses in the table above are based on the estimated gross
expenses before estimated expense offset arrangements that the Shares of the
Portfolio expect to incur in their initial fiscal year, net of fee
reductions or waivers from Janus Capital. Fee reductions reduce the
management fee to the level of the corresponding Janus retail fund. Other
waivers, if applicable, are first applied against the management fee and
then against other expenses. Without such waivers or reductions, the
Management Fee, Other Expenses and Total Operating Expenses are estimated to
be 1.00%, .55% and 1.80%, respectively. Janus Capital may modify or
terminate the waivers or reductions at any time upon at least 90 days'
notice to the Trustees.
(2) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by the National Association of
Securities Dealers, Inc.
(3) Includes compensation to service providers who provide recordkeeping,
subaccounting, and other administrative services to plan participants who
invest in the Shares. See "Participant Administration Fee" for more details.

EXAMPLE
- --------------------------------------------------------------------------------
1 Year 3 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Shares of the
Portfolio return 5% annually and its expense
ratio remains as listed above. The example shows
the operating expenses that you would indirectly
bear as an investor in the Shares of the Portfolio. $18 $55
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
1
<PAGE>

THE PORTFOLIO IN DETAIL

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

INVESTMENT OBJECTIVE

TYPES OF INVESTMENTS

See Appendix A for a further description of the Portfolio's investments.

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

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
2
<PAGE>

government policies influencing business conditions, the outlook for currency
relationships, and prospects for economic growth among countries, regions or
geographic areas may warrant greater consideration in selecting foreign
securities. See "Additional Risk Factors" on page 4.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

GENERAL PORTFOLIO POLICIES

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

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

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

o The Portfolio will invest no more than 25% of its total assets in a single
issuer (other than U.S. government securities).

INDUSTRY CONCENTRATION
As a fundamental policy, the Portfolio will not invest 25% or more of its total
assets in any particular industry (excluding U.S. government securities).

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
3
<PAGE>

portfolio turnover rate is generally not a factor in making buy and sell
decisions. The Portfolio's turnover rate is not expected to exceed 200%.

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

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

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

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

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

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

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

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

FUTURES, OPTIONS AND
OTHER DERIVATIVE INSTRUMENTS
The Portfolio may enter into futures contracts on securities, financial indices
and foreign currencies and options on such

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
4
<PAGE>

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

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

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

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

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

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

See Appendix A for risks associated with certain other investments.

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
5
<PAGE>

MANAGEMENT OF THE PORTFOLIO

TRUSTEES

INVESTMENT ADVISER

Service Providers to qualified plans that purchase the Shares receive fees for
providing recordkeeping, subaccounting and other administrative services, as
described under "Participant Administration Fee and Distribution Fee" on page 7.

PORTFOLIO MANAGER

Blaine P. Rollins is Executive Vice President and portfolio manager of the
Portfolio which he managed since inception. He is also portfolio manager of
Balanced Portfolio, which he has managed since May 1996, Janus Balanced Fund and
Janus Equity Income Fund. He has been an assistant portfolio manager of Janus
Fund since January 1995. Mr. Rollins joined Janus Capital in 1990 and has gained
experience as a fixed-income trader and equity research analyst prior to
assuming management responsibility for the Portfolio. He holds a Bachelor of
Science in Finance from the University of Colorado and is a Chartered Financial
Analyst.

PORTFOLIO TRANSACTIONS

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
6
<PAGE>

BREAKDOWN OF MANAGEMENT EXPENSES

<TABLE>
Average Daily Net Annual Rate
Fee Schedule Assets of Portfolio Percentage (%)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
First $ 30 Million 1.00*
Next $270 Million .75
Next $200 Million .70
Over $500 Million .65
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Janus Capital has agreed to reduce the Portfolio's advisory fee to
the extent that such fee exceeds the effective rate of Janus Equity
Income Fund the Janus retail fund corresponding to the Portfolio.
Janus Capital may terminate this fee reduction at any time upon at
least 90 days' notice to the trustees. 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 Equity Income Fund was ______% for the
quarter ended March 31, 1997. In addition, Janus Capital has agreed
to limit the expenses of the Portfolio's Shares to an annual rate of
1.25% of average net assets through at least April 30, 1998. The
participant administration fee and distribution fee described below
are not included in this expense limit.

Differences in the actual management fees incurred by the Portfolio is due
primarily to variances in the asset sizes of the corresponding retail fund. As
asset size increases, the annual rate of the management fee declines in
accordance with the above schedule. In addition, the Shares of the Portfolio
incur expenses not assumed by Janus Capital, including the participant
administration and distribution fee described on page 7, 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.

OTHER SERVICE PROVIDERS

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

CUSTODIAN
State Street Bank and Trust Company
P.O. Box 0351
Boston, Massachusetts 02117-0351

TRANSFER AGENT
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

DISTRIBUTOR
Janus Distributors, Inc.
100 Fillmore Street
Denver, Colorado 80206-4928

Janus Service Corporation and Janus Distributors, Inc. are wholly-owned
subsidiaries of Janus Capital.

PARTICIPANT ADMINISTRATION FEE
AND DISTRIBUTION FEE

PARTICIPANT ADMINISTRATION FEE
Janus Service Corporation ("Janus Service"), the Trust's transfer agent,
receives a participant administration fee at an annual rate of up to .25% of the
average daily net assets of the Shares of the Portfolio for providing or
procuring recordkeeping, subaccounting and other administrative services to plan
participants who invest in the Shares. Janus Service expects to use this fee to
compensate qualified plan service providers of these services.

DISTRIBUTION FEE
Under a distribution and service plan ("Plan") adopted in accordance with Rule
12b-1 under the 1940 Act, the Shares may pay Janus Distributors, Inc. ("JDI"),
the distributor of the Shares, a fee at an annual rate of up to 0.25% of the
average daily net assets of the Shares of the Portfolio. Under the terms of the
Plan, the Trust is authorized to make payments to JDI for remittance to
qualified plan service providers as compensation for distribution and
shareholder servicing performed by such service providers. The Plan permits the
compensation of such service providers at an annual rate of up to .25% of the
average daily net assets of the Shares of the Portfolio for activities which are
primarily intended to result in sales of the Shares, including but not limited
to preparing, printing and distributing prospectuses, SAIs, shareholder reports,
sales literature and other promotional materials to prospective and existing
plan participants; responding to inquiries by qualified plan participants;
receiving and answering correspondence; and similar activities.

OTHER INFORMATION

ORGANIZATION
The Trust is an open-end management investment company organized as a Delaware
business trust on May 20, 1993. The Portfolio has been established as a separate
series of the Trust.

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
7
<PAGE>

SHAREHOLDER MEETINGS AND
VOTING RIGHTS
The Trust does not intend to hold annual shareholder meetings. However, special
meetings may be called for a specific class or 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 class or Portfolio only if a matter affects or requires the vote of only
that class or Portfolio or the interest of the class or Portfolio in the matter
differs from the interest of the other class or Portfolios of the Trust. As a
share holder, you are entitled to one vote for each share that you own.

CONFLICTS OF INTEREST
The Shares offered by this prospectus are available only to certain participant
directed qualified plans. Institutional Shares of the Portfolio (offered through
a separate prospectus) are available to variable annuity and variable life
separate accounts of insurance companies that are unaffiliated with Janus
Capital, as well as certain qualified retirement plans. Although the Portfolio
does not currently anticipate any disadvantages to policy owners or plan
participants will develop arising out of the fact that the Portfolio offers its
shares to such entities, there is a possibility that disadvantages could occur
or a material conflict may arise. The Trustees monitor events in order to
identify any anticipated disadvantages or material irreconcilable conflicts that
may arise and to determine what action, if any, should be taken in response to
such conflicts. If a material disadvantage or conflict occurs, the Trustees may
require one or more insurance company separate accounts or plans to withdraw its
investments in the Portfolio. If this occurs, the Portfolio may be forced to
sell securities at disadvantageous prices. In addition, the Trustees may refuse
to sell shares of the Portfolio to any separate account or qualified plan or may
suspend or terminate the offering of shares of the Portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the Portfolio.

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
8
<PAGE>

DISTRIBUTIONS AND TAXES

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

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

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo
TAXES

TAXES ON DISTRIBUTIONS
Because the Shares of the Portfolio may be purchased only through qualified
plans, it is anticipated that any income dividends or capital gains
distributions made by the Shares of the Portfolio will be exempt from current
taxation if left to accumulate within the qualified plan. Generally, withdrawals
from such qualified plans 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
Shares depends on the features of your qualified plan. For further information,
contact your plan sponsor.

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

PERFORMANCE TERMS

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 EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
9
<PAGE>

SHAREHOLDER'S GUIDE

PURCHASES

Purchases of Shares may be made only by qualified plans. Refer to your plan
documents for information on how to invest in the Shares of the Portfolio.

The Portfolio reserves the right to reject any specific purchase order. Purchase
orders may be refused if, in Janus Capital's opinion, they are of the size that
would disrupt the management of the Portfolio. The Portfolio may discontinue
sales of its shares if management believes that a substantial further increase
may adversely affect the Portfolio's ability to achieve its investment
objective. In such event, however, it is anticipated that existing plan
participants invested in the Portfolio would be permitted to continue to
authorize investment in the Portfolio and to reinvest any dividends or capital
gains distribution. The Portfolio may discontinue sales to a qualified plan and
require plan participants with existing investments in the Shares to redeem
those investments if the plan loses (or in the opinion of Janus Capital is at
risk of losing) its qualified plan status under the Internal Revenue Code.

REDEMPTIONS

Redemptions, like purchases, may be effected only through qualified plans.
Please refer to the appropriate plan documents for details.

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

SHAREHOLDER COMMUNICATIONS

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
10
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

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

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

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

Step coupon bonds are debt securities that trade at a discount from their face
value and pay coupon interest. The discount from the face value depends on the
time

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
11
<PAGE>

remaining until cash payments begin, prevailing interest rates, liquidity of the
security and the perceived credit quality of the issuer.

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

II. FUTURES, OPTIONS
AND OTHER DERIVATIVES

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

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
12
<PAGE>

APPENDIX B

EXPLANATION OF RATING CATEGORIES

STANDARD & POOR'S RATINGS SERVICES

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

Investment Grade
Aaa Highest quality, smallest degree of investment risk.
Aa High quality; together with Aaa bonds, they compose the
high-grade bond group.
A Upper-medium grade obligations; many favorable
investment attributes.
Baa Medium-grade obligations; neither highly protected nor
poorly secured. Interest and principal appear adequate
for the present but certain protective elements may be
lacking or may be unreliable over any great length of
time.
Non-Investment Grade
Ba More uncertain, with speculative elements. Protection of
interest and principal payments not well safeguarded
during good and bad times.
B Lack characteristics of desirable investment;
potentially low assurance of timely interest and
principal payments or maintenance of other contract
terms over time.
Caa Poor standing, may be in default; elements of danger
with respect to principal or interest payments.
Ca Speculative in a high degree; could be in default or
have other marked shortcomings.
C Lowest-rated; extremely poor prospects of ever attaining
investment standing.
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Unrated securities will be treated as noninvestment grade securities unless the
portfolio manager determines that such securities are the equivalent of
investment grade securities. Securities that have received different ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.

JANUS ASPEN SERIES EQUITY INCOME PORTFOLIO PROSPECTUS -
RETIREMENT SHARES
13
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100 Fillmore Street
Denver, Colorado 80206-4928
(800) 525-3713

[LOGO] Funds distributed by Janus Distributors, Inc.
Member NASD.