JANUS ASPEN SERIES
497, 1997-11-18
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Janus Aspen Series

Worldwide Growth Portfolio

Prospectus

                                                                 [Logo]    JANUS
<PAGE>

Contents
- ---------------------------------------
THE PORTFOLIO AT A GLANCE
Brief description of the Portfolio .. 1
- ---------------------------------------
EXPENSE INFORMATION
The Portfolio's annual
   operating expenses ............... 1
Financial Highlights -
   a summary of financial data ...... 2
- ---------------------------------------
PERFORMANCE TERMS
An explanation of performance terms . 3
- ---------------------------------------
THE PORTFOLIO IN DETAIL
Investment Objective and Policies ... 4
General Portfolio Policies .......... 5
Additional Risk Factors ............. 6
- ---------------------------------------
MANAGEMENT OF THE PORTFOLIO
Investment Adviser and
   Investment Personnel ............. 8
Management Expenses ................. 9
Portfolio Transactions .............. 9
Other Service Providers ............. 9
Other Information .................. 10
- ---------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ...................... 11
Taxes .............................. 11
- ---------------------------------------
SHAREHOLDER'S GUIDE
Purchases .......................... 12
Redemptions ........................ 12
Shareholder Communications ......... 12
- ---------------------------------------
APPENDIX A
Glossary of Investment Terms ....... 13


                               Janus Aspen Series
                           Worldwide Growth Portfolio

                                   Prospectus

                                   May 1, 1997

Worldwide Growth Portfolio (the  "Portfolio") is a diversified  mutual fund that
seeks long-term  growth of capital in a manner  consistent with the preservation
of capital. The Portfolio pursues its objective by investing primarily in common
stocks of foreign and domestic issuers.

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

This  Prospectus  contains  information  about  the  Shares  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 Shares is  contained in a
Statement of  Additional  Information  ("SAI") filed with the SEC. The SAI dated
May 1, 1997 is incorporated by reference into this Prospectus. Copies of the SAI
are  available  upon  request  and  without  charge by writing  or calling  your
insurance company 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 objective and policies begins on page 4.

INVESTMENT OBJECTIVE:

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

PRIMARY HOLDINGS:

A  diversified  portfolio  that  pursues its  investment  objective by investing
primarily in common stocks of foreign and domestic issuers.

SHAREHOLDER'S INVESTMENT HORIZON:

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

FUND ADVISER:

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

PORTFOLIO MANAGER:

Helen Young Hayes

ASSISTANT PORTFOLIO MANAGER:

Laurence Chang

PORTFOLIO INCEPTION:

September 1993


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.  Owners of variable  insurance  contracts  that invest in the Shares
should refer to the variable insurance contract  prospectus for a description of
costs and expenses,  as the tables and example do not reflect  deductions at the
separate  account  level or contract  level for any charges that may be incurred
under a contract.


SHAREHOLDER TRANSACTION EXPENSES

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


ANNUAL OPERATING EXPENSES (after fee reductions)(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee                             0.66%
Other Expenses                             0.14%
- --------------------------------------------------------------------------------
Total Operating Expenses                   0.80%
- --------------------------------------------------------------------------------
(1)  The fees and expenses in the table above are based on gross expenses of the
     Shares  before  expense  offset  arrangements  for the  fiscal  year  ended
     December 31, 1996.  The  information  is net of fee  reductions  from Janus
     Capital.  Fee  reductions  reduce the  management fee to the level of Janus
     Worldwide Fund. Without such reductions, the Management Fee, Other Expenses
     and Total Operating  Expenses for the Shares would have been 0.77%,  0.14%,
     and  0.91%,  respectively.  Janus  Capital  may  modify  or  terminate  the
     reductions at any time upon at least 90 days' notice to the Trustees.


EXAMPLE
                                        1 Year    3 Years     5 Years   10 Years
- --------------------------------------------------------------------------------
You would indirectly pay the following
expenses  on  a   $1,000   investment, 
assuming  an  expense  ratio as listed
above  and assuming a 5% annual return
with or without redemption at the  end
of each period.                           $8        $26         $44        $99
- --------------------------------------------------------------------------------
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 WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997      1
<PAGE>

Financial Highlights

Unless otherwise  noted,  the information  below is for fiscal periods ending on
December  31 of each  year.  The  accounting  firm of Price  Waterhouse  LLP has
audited the Portfolio's  financial statements since its inception.  Their report
is included in the Portfolio's Annual Report, which is incorporated by reference
into the SAI. A detailed explanation of the Financial Highlights can be found
on page 3.
<TABLE>
<CAPTION>
                                                                          1996           1995          1994        1993(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>           <C>            <C>   
 1. Net asset value, beginning of period                                $15.31         $12.07        $11.89         $10.00
- ---------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                                                  .16            .11           .04            .02
 3. Net gains or (losses) on securities (both realized and unrealized)    4.27           3.19           .14           1.89
- ---------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                                      4.43           3.30           .18           1.91
- ---------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)                                (.17)          (.06)           --           (.01)
 6. Tax return of capital distributions                                     --             --            --           (.01)
 7. Distributions (from capital gains)                                    (.13)            --            --             --
- ---------------------------------------------------------------------------------------------------------------------------
 8. Total distributions                                                   (.30)          (.06)           --           (.02)
- ---------------------------------------------------------------------------------------------------------------------------
 9. Net asset value, end of period                                      $19.44         $15.31        $12.07         $11.89
- ---------------------------------------------------------------------------------------------------------------------------
10. Total return*                                                       29.04%         27.37%         1.53%         19.10%
- ---------------------------------------------------------------------------------------------------------------------------
11. Net assets, end of period (in thousands)                          $582,603       $108,563       $37,728         $4,856
12. Ratio of gross expenses to average net assets**                      0.80%(6)       0.90%(5)        N/A            N/A
13. Ratio of net expenses to average net assets**                        0.80%          0.87%         1.18%(2)(4)    0.25%(3)
14. Ratio of net investment income to average net assets**               0.83%          0.95%         0.50%          0.84%
15. Portfolio turnover rate**                                              62%           113%          217%            57%
16. Average commission rate                                            $0.0345            N/A           N/A            N/A
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
  *Total return not annualized for periods of less than one year.
 **Annualized for periods of less than one full year.
(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  Commissions  payable  by  the  Portfolio  for  transactions  effected  by a
     broker-dealer  affiliated  with Janus  Capital  were  credited  against the
     Portfolio's  operating  expenses.  The  effect of such  directed  brokerage
     arrangement was de minimis.
(3)  The ratio was 2.71% before  voluntary  reduction  of advisor's  fees to the
     effective rate of Janus Worldwide Fund.
(4)  The ratio was 1.49% before  voluntary  reduction  of advisor's  fees to the
     effective rate of Janus Worldwide Fund.
(5)  The ratio was 1.09% before  voluntary  reduction  of advisor's  fees to the
     effective rate of Janus Worldwide Fund.
(6)  The ratio was 0.91% before  voluntary  reduction  of advisor's  fees to the
     effective rate of Janus Worldwide Fund.

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997      2
<PAGE>

Understanding the Financial Highlights

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

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

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

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

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

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

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

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

Average  commission rate is the total of the Portfolio's  agency commission paid
on equity securities trades divided by the number of shares purchased and sold.
- --------------------------------------------------------------------------------
Performance Terms

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

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

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

The  Portfolio  imposes no sales or other charges that would affect total return
computations.  The  Portfolio's  total  return  figures  include  the  effect of
deducting the  Portfolio's  expenses,  but may not include  charges and expenses
attributable to any particular insurance product.  Portfolio performance figures
are based upon  historical  results  and are not  intended  to  indicate  future
performance.  Investment  returns  and net asset  value will  fluctuate  so that
shares, when redeemed, may be worth more or less than their original cost.

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997      3
<PAGE>

The Portfolio in Detail

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

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

Policies that are noted as "fundamental" cannot be changed without a shareholder
vote. All other policies,  including the Portfolio's  investment objective,  are
not  fundamental  and may be  changed  by the  Portfolio's  Trustees  without  a
shareholder vote. You will be notified of any such changes that are material. If
there is a material change in the Portfolio's objective or policies,  you should
consider  whether  the  Portfolio  remains an  appropriate  investment  for your
variable insurance contract or qualified retirement plan.
- --------------------------------------------------------------------------------
The  Portfolio is designed for  long-term  investors  who seek growth of capital
only and who can  tolerate  the  greater  risks  associated  with  common  stock
investments.

WORLDWIDE GROWTH PORTFOLIO

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

INVESTMENT OBJECTIVE

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 other  organizations  of any size,
regardless of country of organization or place of principal  business  activity.
The  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

The  Portfolio  invests  primarily  in common  stocks of  foreign  and  domestic
companies  selected for their growth potential.  The Portfolio may at times hold
substantial  positions in cash equivalents or interest bearing  securities.  See
"General  Portfolio  Policies" on page 5. The  Portfolio  may invest to a lesser
degree  in other  types of  securities  including  preferred  stocks,  warrants,
convertible  securities and debt securities when its portfolio manager perceives
an opportunity for capital growth from such securities or to receive a return on
idle cash. Some securities that the Portfolio purchases may be 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 is committed to foreign  investing and 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  ("PFICs").  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 6 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 the Portfolio.

How are common stocks selected?
The Portfolio  invests  substantially  all of its assets in common stocks to the
extent its  portfolio  manager  believes  that the relevant  market  environment
favors profitable investing in those securities. The portfolio manager generally
takes a "bottom up" approach to building the Portfolio. In other words, he seeks
to identify individual  companies with earnings growth potential that may not be
recognized by the market at large.  Although themes may emerge in the Portfolio,
securities are generally  selected without regard to any defined industry sector
or other similarly defined selection  procedure.  Realization of income is not a
significant  investment  consideration.  Any income  realized on the Portfolio's
investments will be incidental to its objective.
- --------------------------------------------------------------------------------
Are the same criteria used to select foreign securities?
Generally,  yes. The portfolio  manager seeks  companies 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 6.
- --------------------------------------------------------------------------------
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

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997      4
<PAGE>

values may fluctuate in response to the  activities of an individual  company or
in response to general  market and  economic  conditions.  Historically,  common
stocks  have  provided  greater  long-term  returns  and have  entailed  greater
short-term  risks than other  investment  choices.  Smaller or newer issuers are
more  likely  to  realize  more  substantial  growth  as  well  as  suffer  more
significant losses than larger or more established issuers.  Investments in such
companies can be both more volatile and more  speculative.  See "Additional Risk
Factors" on page 6.
- --------------------------------------------------------------------------------
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 its portfolio  from  movements in
securities'  prices and interest rates.  The Portfolio may also use a variety of
currency hedging  techniques,  including forward currency  contracts,  to manage
exchange rate risk when investing  directly in foreign markets.  See "Additional
Risk Factors" on page 6. In addition,  to the extent that the Portfolio  holds a
larger cash  position,  it may not  participate  in market  declines to the same
extent as if it remained more fully invested in common stocks.

GENERAL PORTFOLIO POLICIES

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

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

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

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

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

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

o    The Portfolio will not invest more than 25% of its total assets in a single
     issuer (other than U.S. government securities).

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

Industry Concentration
As a fundamental  policy, the Portfolio will not invest 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,  changes
in interest rates or the credit standing of an issuer,  or by reason of economic
or  other  developments  not  foreseen  at the  time of the  initial  investment
decision.  Changes are made in the  Portfolio  whenever  its  portfolio  manager
believes such changes are  desirable.  The portfolio  turnover rate is generally
not a factor in making buy and sell decisions.

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

Illiquid Investments
The  Portfolio  may invest up to 15% of its net assets in illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by Janus Capital.  An illiquid investment is a security or other position
that  cannot be  disposed  of  quickly in the normal  course of  business.  Some
securities  cannot be sold to the U.S.  public because of their terms or because
of SEC  regulations.  Janus Capital will follow  guidelines  established  by the
Trustees of

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997      5
<PAGE>

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

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

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

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

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

ADDITIONAL RISK FACTORS

Foreign Securities

Investments in foreign securities,  including those of foreign governments,  may
involve greater risks than investing in comparable domestic securities.

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

o    Currency  Risk.  The  Portfolio  may buy the local  currency when it buys a
     foreign currency  denominated  security and sell the local currency when it
     sells the security. As long as the Portfolio holds a foreign security,  its
     value will be affected by the value of the local  currency  relative to the
     U.S. dollar. When the Portfolio sells a foreign denominated  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.

Investments in Smaller Companies

Smaller or newer companies may suffer more significant losses as well as realize
more substantial growth than larger or more established issuers.

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

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

The use of derivative instruments exposes the Portfolio to additional investment
risks

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997      6
<PAGE>

and  transaction  costs.  Risks  inherent in the use of  derivative  instruments
include:

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

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

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

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

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

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

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

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

When the  Portfolio  invests in a derivative  instrument,  it may be required to
segregate cash and other 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
Ratings  Services  ("Standard & Poor's")  and Moody's  Investors  Service,  Inc.
("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,  the  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 higher
quality securities.  Sovereign debt of foreign governments is generally rated by
country.  Because  these  ratings do 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 Portfolio must recognize
a computed  amount of interest  income and pay  dividends to  shareholders  even
though it has received no cash.  In some  instances,  the  Portfolio may have to
sell securities to have sufficient cash to pay the dividends.

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 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 WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997      7
<PAGE>

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 the  investment  portfolio  and  other  business  affairs  of the
Portfolio.

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

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

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

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

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

Helen Young Hayes is  Executive  Vice  President  and  portfolio  manager of the
Portfolio and the 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.

ASSISTANT PORTFOLIO MANAGER

Laurence  Chang  is  assistant  portfolio  manager  of  the  Portfolio  and  the
International 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.

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.

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997      8
<PAGE>

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

The Portfolio pays Janus Capital a management fee which is calculated 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
     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  Worldwide
          Fund.  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 Janus  Worldwide Fund as of the last day of
          each calendar  quarter  (expressed  as an annual rate).  The effective
          rate of Janus  Worldwide Fund was .66% for the quarter ended March 31,
          1997.

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  transfer  agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of  sending  reports  and  other  information  to  existing  shareholders,   and
independent Trustees' fees and expenses.

PORTFOLIO TRANSACTIONS

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

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.

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997      9
<PAGE>

OTHER INFORMATION

Organization

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

The  Portfolio  currently  offers  two  classes  of  Shares,  one of which,  the
Institutional Shares, are offered pursuant to this prospectus and 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 of the Portfolio are offered by 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 of 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 the 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 the class or
Portfolio  only if a matter  affects or  requires  the vote of only the 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.

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

Conflicts of Interest
The Portfolio's  Shares are available only to variable annuity and variable life
separate  accounts  of  insurance  companies  that are  unaffiliated  with Janus
Capital and to certain  qualified  retirement  plans.  Retirement  Shares of the
Portfolio  (offered  through a separate  prospectus)  are  available  to certain
participant directed qualified plans.  Although the Portfolio currently does not
anticipate  any  disadvantages  to policy owners arising out of the fact that it
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 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 investment in the Portfolio
or  substitute  shares of another  portfolio of the Trust.  If this occurs,  the
Portfolio  may be  forced  to sell  securities  at  disadvantageous  prices.  In
addition,  the  Trustees  may  refuse  to sell  shares of the  Portfolio  to any
separate  account or may suspend or terminate  the  offering of the  Portfolio's
shares if such action is required by law or  regulatory  authority  or is in the
best interests of the Portfolio's shareholders.  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 redeem 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 existing  Portfolio.  The initial  shareholder(s) of the Portfolio
voted to vest the authority to convert to a master/feeder  structure in the sole
discretion  of the  Trustees.  No further  approval of the  shareholders  of the
Portfolio  is  required.  You will receive at least 30 days' prior notice of any
such investment. Such investment would be made only if the Trustees determine it
to be in the best  interests of the  Portfolio and its  shareholders.  In making
that determination, the Trustees will consider, among other things, the benefits
to shareholders  and/or the opportunity to reduce costs and achieve  operational
efficiencies.  Although  management of the Portfolio  believes the Trustees will
not  approve  an  arrangement  that is likely to  result  in  higher  costs,  no
assurance  is given  that  costs will be  materially  reduced if this  option is
implemented.

The Valuation of Shares
The NAV of the 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 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.

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997     10
<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.  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 of the Portfolio drops by the amount of the
distribution,  net of any subsequent market fluctuations.  As an example, assume
that on  December  31, the Shares of the  Portfolio  declared a dividend  in the
amount of $0.25 per share. If the price of the  Portfolio's  Share 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 Shares of 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 59 1/2, a 10% penalty
tax. The tax status of your  investment in the Shares 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.

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO PROSPECTUS      MAY 1, 1997     11
<PAGE>

Shareholder's Guide

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

PURCHASES

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

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

REDEMPTIONS

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

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

SHAREHOLDER COMMUNICATIONS

Shareholders 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 the  market  values  thereof,  as  well  as  other
information about the Portfolio and its operations. The Trust's fiscal year ends
December 31.

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Appendix A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

Commercial  paper is a short-term debt obligation with a maturity ranging from 1
to 270 days  issued by banks,  corporations  and other  borrowers  to  investors
seeking to invest idle cash. 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 generally includes short- and long-term government, corporate and municipal
obligations  that pay a  specified  rate of  interest or coupons for a specified
period of time and  preferred  stock,  which  pays fixed  dividends.  Coupon and
dividend  rates  may be  fixed  for the  life of the  issue  or,  in the case of
adjustable and floating rate securities, for a shorter period.

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

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

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

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 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 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

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changes  in  interest  rates  than  interest-paying   securities  of  comparable
maturity.

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

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

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

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

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

Zero  coupon  bonds are debt  securities  that do not pay  interest  at  regular
intervals,  but  are  issued  at  a  discount  from  face  value.  The  discount
approximates the total amount of interest the security will accrue from the date
of  issuance  to  maturity.  The  market  value  of these  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  Portfolio  may enter  into  forward  currency  contracts  to hedge  against
declines  in the value of  non-dollar  denominated  securities  or to reduce the
impact  of  currency   appreciation  on  purchases  of  non-dollar   denominated
securities.  The Portfolio may also enter into forward  contracts to purchase or
sell securities or other financial indices.

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

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

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

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

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

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