JANUS ASPEN SERIES
497, 1997-02-26
Previous: PROVIDENT MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT, 24F-2NT, 1997-02-26
Next: JANUS ASPEN SERIES, NSAR-B, 1997-02-26



CONTENTS

- --------------------------------------------------------------------------------
PORTFOLIOS AT A GLANCE
Brief description of each Portfolio ...........................................1

- --------------------------------------------------------------------------------
EXPENSE INFORMATION
Each Portfolio's annual
   operating expenses .........................................................2
A summary of financial data ...................................................3

- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An explanation of performance terms ...........................................5

- --------------------------------------------------------------------------------
THE PORTFOLIOS IN DETAIL
The Portfolios' Investment
   Objectives and Policies ....................................................6
General Portfolio Policies ...................................................10
Additional Risk Factors ......................................................11

- --------------------------------------------------------------------------------
MANAGEMENT OF THE PORTFOLIOS
Investment Adviser and
   Investment Personnel ......................................................13
Management Expenses ..........................................................14
Portfolio Transactions .......................................................14
Other Service Providers ......................................................14
Other Information ............................................................15

- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ................................................................16
Taxes ........................................................................16

- --------------------------------------------------------------------------------
SHAREHOLDER'S GUIDE
Purchases ....................................................................17
Redemptions ..................................................................17
Shareholder Communications ...................................................17

- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms .................................................18

- --------------------------------------------------------------------------------
APPENDIX B
Explanation of Rating Categories .............................................20



                               JANUS ASPEN SERIES

                                   Prospectus

          May 1, 1996 as supplemented June 3, 1996 and January 13, 1997



This  prospectus  describes  seven  mutual  funds with a variety  of  investment
objectives,  including  growth of capital,  current  income and a combination of
growth  and  income  (the  "Portfolios").   Janus  Capital  Corporation  ("Janus
Capital") serves as investment adviser to each Portfolio. Janus Capital has been
in the investment advisory business for over 25 years and currently manages more
than $35 billion in assets.

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

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

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

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


<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 6.


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


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

*Mr.  Speaker will not manage the Portfolio for the 90-day period starting on or
 about January 27, 1997. See Management of the Portfolios on page 13.


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


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


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.  THIS PORTFOLIO MAY HAVE  SUBSTANTIAL  HOLDINGS OF
LOWER RATED DEBT SECURITIES OR "JUNK" BONDS.
Inception: September 1993
Manager: Ronald V. Speaker*


SHORT-TERM  BOND PORTFOLIO  

Focus:  A diversified  portfolio that seeks a high level of current income while
minimizing  interest  rate  risk  by  investing  in  shorter  term  fixed-income
securities. Its average-weighted maturity is normally less than three years.
Inception: September 1993
Manager: Sandy R. Rufenacht


JANUS SPECTRUM
The spectrum  below shows Janus  Capital's  assessment of the potential  overall
risk of the Portfolios relative to one another and should not be used to compare
the Portfolios to other mutual funds or other types of investments. The spectrum
was  determined  based on a number of factors such as the types of securities in
which the Portfolios intend to invest,  the degree of  diversification  intended
and/or  permitted,  and the  sizes  of the  Portfolios  and,  in  addition,  was
significantly  affected by the  portfolio  managers'  investment  styles.  These
factors were considered as of the date of this prospectus and will be reassessed
with each new  prospectus.  Specific  risks of certain types of  instruments  in
which some of the  Portfolios may invest,  including  foreign  securities,  junk
bonds and  derivative  instruments  such as futures  contracts and options,  are
described  under  "Additional  Risk  Factors"  on page 11. 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 overall risk of the  Portfolios  relative to one
another.  The Portfolios'  risk ranges from  conservative to aggressive.  Growth
Portfolio  is  shown  as  moderate;  Aggressive  Growth  Portfolio  is  shown as
aggressive;   Worldwide  Growth  Portfolio  is  shown  as   moderate-aggressive;
International  Growth  Portfolio  is  shown  as  moderate-aggressive  (but  more
aggressive  than Worldwide  Growth  Portfolio);  Balanced  Portfolio is shown as
moderate;   Flexible  Income   Portfolio  is  shown  as   conservative-moderate;
Short-Term Bond Portfolio is shown as conservative;  High-Yield Portfolio, which
commenced operations on May 1, 1996, and is offered by a separate prospectus, is
shown as moderate-aggressive;  and Money Market Portfolio, which is offered by a
separate prospectus, is shown as conservative.

     *This  Portfolio  commenced  operations on May 1, 1996, and is offered by a
      separate prospectus.
    **This Portfolio is offered by a separate prospectus.

                                       
JANUS ASPEN SERIES PROSPECTUS          1     MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

EXPENSE INFORMATION

The tables and example  below are designed to assist  participants  in qualified
plans that invest in the  Portfolios  in  understanding  the  various  costs and
expenses  that you will  bear  directly  or  indirectly  as an  investor  in the
Portfolios. OWNERS OF VARIABLE INSURANCE CONTRACTS THAT INVEST IN THE PORTFOLIOS
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 (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 PORTFOLIO OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)


<TABLE>
<CAPTION>
                                                 Management Fee          Other Expenses      Total Portfolio Operating Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                      <C>                       <C>
Growth Portfolio                                      .65%                     .13%                      .78%
Aggressive Growth Portfolio                           .75%                     .11%                      .86%
Worldwide Growth Portfolio                            .68%                     .22%                      .90%
International Growth Portfolio                        .84%                    1.85%                     2.69%
Balanced Portfolio                                    .82%                     .55%                     1.37%
Flexible Income Portfolio                             .65%                     .42%                     1.07%
Short-Term Bond Portfolio                             .00%                     .70%                      .70%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The fees and expenses in the table above are based on gross expenses before
     expense  offset  arrangements  for the fiscal year ended December 31, 1995.
     The information for each Portfolio other than the Flexible Income Portfolio
     is net of fee waivers or reductions from Janus Capital.  Fee reductions for
     the Growth,  Aggressive Growth, Worldwide Growth,  International 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
     Portfolio  Operating  Expenses would have been 0.85%,  0.13%, and 0.98% for
     Growth Portfolio;  0.82%,  0.11% and 0.93% for Aggressive Growth Portfolio;
     0.87%,  0.22% and 1.09% for Worldwide Growth  Portfolio;  1.00%,  2.57% and
     3.57%  for  International  Growth  Portfolio;  1.00%,  0.55%  and 1.55% for
     Balanced  Portfolio;  and  0.65%,  0.72%  and  1.37%  for  Short-Term  Bond
     Portfolio,  respectively.  Effective June 3, 1996,  through April 30, 1997,
     Janus Capital Corporation reduced the expense limit of International Growth
     Portfolio  to 1.25% of average  net  assets.  Janus  Capital  may modify or
     terminate the waivers or reductions at any time upon 90 days' notice to the
     Trustees.

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

<TABLE>
<CAPTION>
                                                      1 Year              3 Years             5 Years             10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<C>                                                      <C>                  <C>                <C>                  <C>
Growth Portfolio                                         $ 8                  $25                $ 43                 $ 97
Aggressive Growth Portfolio                              $ 9                  $27                $ 48                 $106
Worldwide Growth Portfolio                               $ 9                  $29                $ 50                 $111
International Growth Portfolio                           $27                  $84                $142                 $302
Balanced Portfolio                                       $14                  $43                $ 75                 $165
Flexible Income Portfolio                                $11                  $34                $ 59                 $131
Short-Term Bond Portfolio                                $ 7                  $22                $ 39                 $ 87
- ------------------------------------------------------------------------------------------------------------------------------------
</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.


JANUS ASPEN SERIES PROSPECTUS          2     MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

FINANCIAL HIGHLIGHTS

The information  below is for fiscal periods ending on December 31 of each year,
and has been  audited by the  accounting  firm of Price  Waterhouse  LLP.  Their
report is included in the  Portfolios'  Annual Report,  which is incorporated by
reference into the SAI.  Expense and income ratios and portfolio  turnover rates
have been  annualized  for  periods  of less than one year.  Total  returns  for
periods of less than one year are not annualized.  A detailed explanation of the
Financial Highlights can be found on page 5.

<TABLE>
<CAPTION>
                                                            GROWTH PORTFOLIO                 AGGRESSIVE GROWTH PORTFOLIO
                                                    1995         1994      1993(1)          1995         1994       1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                              <C>          <C>          <C>           <C>          <C>          <C>   
 1. Net asset value, beginning of period          $10.57       $10.32       $10.00        $13.62       $11.80       $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                            .28          .09          .03           .24          .11          .01
 3. Net gains or (losses) on securities
    (both realized and unrealized)                  2.90          .20          .32          3.47         1.82         1.80
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                3.18          .29          .35          3.71         1.93         1.81
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)         (.30)        (.04)        (.03)         (.25)        (.11)        (.01)
 6. Dividends (in excess of net investment 
    income)                                         --            --           --            --           --            --
 7. Distributions (from capital gains)              --            --           --            --           --            --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Total distributions                            (.30)        (.04)        (.03)         (.25)        (.11)        (.01)
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Net asset value, end of period                $13.45       $10.57       $10.32        $17.08       $13.62       $11.80
10. Total return                                  30.17%        2.76%        3.50%        27.48%       16.33%       18.05%
11. Net assets, end of period 
    (in thousands)                              $126,911      $43,549       $7,482      $185,911      $41,289       $1,985
12. Ratio of gross expenses to average
    net assets                                 0.78%(4)(7)        N/A          N/A     0.86%(4)(7)        N/A          N/A
13. Ratio of net expenses to average 
    net assets                                    0.76%(4)  0.88%(3)(6)     0.25%(5)      0.84%(4)  1.05%(3)(6)     0.25%(5)
14. Ratio of net investment income to
    average net assets                             1.24%        1.45%         2.54%        0.58%        2.18%        0.34%
15. Portfolio turnover rate                         185%         169%          162%         155%         259%          31%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                      WORLDWIDE GROWTH PORTFOLIO             INTERNATIONAL GROWTH PORTFOLIO
                                                    1995         1994      1993(1)                1995        1994(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 <C>                                              <C>          <C>          <C>                  <C>           <C>                
 1. Net asset value, beginning of period          $12.07       $11.89       $10.00               $9.72         $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                            .11          .04          .02                 .09          (.09)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                  3.19          .14         1.89                2.16          (.19)
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                3.30          .18         1.91                2.25          (.28)
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)         (.06)           --        (.01)               (.02)             --
 6. Dividends (in excess of net investment 
    income)                                           --           --        (.01)                  --             --
 7. Distributions (from capital gains)                --           --          --                  --             --
- -----------------------------------------------------------------------------------------------------------------------------------
 8. Total distributions                            (.06)           --        (.02)               (.02)             --
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Net asset value, end of period                $15.31       $12.07       $11.89              $11.95          $9.72
10. Total return                                  27.37%        1.53%       19.10%              23.15%        (2.80%)
11. Net assets, end of period 
    (in thousands)                              $108,563      $37,728       $4,856              $1,608         $1,353
12. Ratio of gross expenses to average  
    net assets                                0.90%(4)(7)        N/A          N/A             2.69%(4)(7)         N/A
13. Ratio of net expenses to average 
    net assets                                  0.87%(4)    1.18%(3)(6)     0.25%(5)            2.50%(4)       2.50%(6)
14. Ratio of net investment income to 
    average net assets                             0.95%        0.50%        0.84%               (0.80%)       (1.30%)
15. Portfolio turnover rate                         113%         217%          57%                211%           275%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  May 2, 1994 (inception) to December 31, 1994.
(3)  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.
(4)  The  Portfolio's  expenses  may be  reduced  through  the use of  brokerage
     commissions  and  uninvested  cash  balances   earning  interest  with  the
     Portfolio's custodian.  The gross expense ratio for the fiscal period ended
     December  31,  1995,  does not reflect  expense  reductions,  while the net
     expense  ratio does  reflect  such  reductions.  For  International  Growth
     Portfolio, the effect of directed brokerage was de minimis.
(5)  The ratio  was  2.16%,  5.79%  and  2.71%,  respectively,  for the  Growth,
     Aggressive Growth and Worldwide Growth Portfolios, before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.
(6)  The ratio was 1.23%, 1.14%, 4.67% and 1.49%, respectively,  for the Growth,
     Aggressive  Growth,  International  Growth and Worldwide Growth Portfolios,
     before waiver of certain fees and/or voluntary  reduction of advisor's fees
     to the effective rate of the corresponding Janus retail fund.
(7)  The ratio was 0.98%, 0.93%, 3.57% and 1.09%, respectively,  for the Growth,
     Aggressive  Growth,  International  Growth and Worldwide Growth Portfolios,
     before waiver of certain fees and/or voluntary  reduction of advisor's fees
     to the effective rate of the corresponding Janus retail fund.


JANUS ASPEN SERIES PROSPECTUS         3      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

<TABLE>
<CAPTION>

                                                       BALANCED PORTFOLIO      FLEXIBLE INCOME PORTFOLIO   SHORT-TERM BOND PORTFOLIO
                                                     1995     1994    1993(1)  1995      1994    1993(1)     1995    1994   1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                                <C>      <C>       <C>      <C>       <C>     <C>        <C>     <C>    <C>   
 1. Net asset value, beginning of period            $10.63   $10.64    $10.00   $9.48     $9.97   $10.00     $9.72   $9.93  $10.00
- -----------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                              .17      .15      .08      .53       .47     .11        .60     .35     .11
 3. Net gains or (losses) on securities 
    (both realized and unrealized                     2.45    (.06)      .64     1.70      (.56)   (.04)       .31    (.26)   (.08)
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                  2.62      .09      .72     2.23      (.09)     .07       .91     .09     .03
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)           (.22)    (.10)     (.08)     .60)     (.40)   (.10)     (.60)    (.30)   (.10)
 6. Dividends (in excess of net investment income)     --       --        --       --        --      --        --       --      --
 7. Distributions (from capital gains)                 --       --        --       --        --      --        --       --      --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Total distributions                              (.22)    (.10)     (.08)    (.60)     (.40)   (.10)     (.60)    (.30)   (.10)
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Net asset value, end of period                  $13.03   $10.63    $10.64   $11.11     $9.48    $9.97   $10.03    $9.72   $9.93
10. Total return                                    24.79%    0.84%     7.20%   23.86%    (0.91%)   0.70%    9.54%     0.92%   0.30%
11. Net assets, end of period 
    (in thousands)                                 $14,021   $3,153     $537  $10,831   $1,924    $538      $3,187   $2,902   $502
12. Ratio of gross expenses to 
    average net assets                          1.37%(3)(6)    N/A       N/A  1.07%(3)(6)  N/A     N/A  0.70%(3)(6)     N/A     N/A
13. Ratio of net expenses to average
    net assets                                  1.30%(3)  1.57%(2)(5) 0.25%(4) 1.00%(3) 1.00%(5) 1.00%(4) 0.65%(3) 0.65%(5) 0.65%(4)
14. Ratio of net investment income to 
    average net assets                            2.41%      1.90%     2.69%    .46%     5.49%   3.77%      6.02%     5.00%   3.57%
15. Portfolio turnover rate                        149%       158%      126%    236%      234%    508%       417%      256%     91%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  Commissions  payable  by  the  Portfolio  for  transactions  effected  by a
     broker-dealer  affiliated  with Janus  Capital  were  credited  against the
     Portfolio's  operating  expenses.  The  effect of such  directed  brokerage
     arrangement was de minimis.
(3)  The  Portfolio's  expenses  may be  reduced  through  the use of  brokerage
     commissions  and  uninvested  cash  balances   earning  interest  with  the
     Portfolio's custodian.  The gross expense ratio for the fiscal period ended
     December  31,  1995,  does not reflect  expense  reductions,  while the net
     expense ratio does reflect such reductions.  
(4)  The ratio was  7.92%,  5.27% and  5.33%,  respectively,  for the  Balanced,
     Flexible  Income and Short-Term Bond  Portfolios,  before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.
(5)  The ratio was  1.74%,  1.35% and  1.40%,  respectively,  for the  Balanced,
     Flexible  Income and Short-Term Bond  Portfolios,  before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the  corresponding  Janus retail fund.  
(6)  The ratio was  1.55%,  1.07% and  1.37%,  respectively,  for the  Balanced,
     Flexible  Income and Short-Term Bond  Portfolios,  before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.


JANUS ASPEN SERIES PROSPECTUS        4       MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

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

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

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

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

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

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


PERFORMANCE TERMS

This section will help you  understand  various  terms that are commonly used to
describe a Portfolio's performance. You may see references to these terms in our
newsletters or  advertisements  (or those published by  participating  insurance
companies) and in media  articles.  Newsletters and  advertisements  may include
comparisons  of a Portfolio's  performance  to the  performance  of other mutual
funds,  mutual  fund  averages  or  recognized  stock  market  indices.   Growth
Portfolio,    Aggressive   Growth   Portfolio,   Worldwide   Growth   Portfolio,
International   Growth  Portfolio  and  Balanced  Portfolio   generally  measure
performance  in terms of total  return,  while  Flexible  Income  Portfolio  and
Short-Term Bond Portfolio generally use yield.

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

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

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

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

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


JANUS ASPEN SERIES PROSPECTUS        5       MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<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 1. 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.  The variable contract owner will also bear various
insurance-related  costs at the insurance  company level.  You should review the
accompanying  separate  account  prospectus  for a summary of contract  fees and
expenses.

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

EACH OF THE PORTFOLIOS HAS A SIMILAR INVESTMENT OBJECTIVE AND SIMILAR INVESTMENT
POLICIES TO AN EXISTING JANUS RETAIL FUND.

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

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

GROWTH PORTFOLIO

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

AGGRESSIVE GROWTH PORTFOLIO

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

WORLDWIDE GROWTH PORTFOLIO

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

INTERNATIONAL GROWTH PORTFOLIO

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

TYPES OF INVESTMENTS

Each of these  Portfolios  invests  primarily  in common  stocks of foreign  and
domestic companies.  However, the percentage of each Portfolio's assets invested
in common  stocks  will vary and each  Portfolio  may at times hold  substantial
positions  in cash  equivalents  or interest  bearing  securities.  See "General
Portfolio  Policies" on page 10. Each Portfolio may invest to a lesser degree in
other types of securities  including  preferred  stocks,  warrants,  convertible
securities  and  debt  securities  when  its  portfolio   manager  perceives  an
opportunity  for capital  growth from such  securities or to receive a return on
idle cash.  Debt and other  income-producing  securities that the Portfolios may
purchase  include those described with respect to Flexible  Income  Portfolio on
page 8, except that Growth Portfolio's, Aggressive Growth 


JANUS ASPEN SERIES PROSPECTUS         6      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

Portfolio's,  Worldwide Growth Portfolio's and International  Growth Portfolio's
investments in high-yield/high-risk securities will not exceed 35% of net assets
and investments in mortgage- and asset-backed  securities will not exceed 25% of
assets.

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 as a means of enhancing  return.  See
"Additional  Risk Factors" on page 11 for a discussion  of the risks  associated
with foreign  investing and  derivatives.  Some  securities  that the Portfolios
purchase may be issued on a when-issued,  delayed delivery or forward commitment
basis.

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

HOW ARE COMMON STOCKS SELECTED?

Each of these  Portfolios  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 its objective.  
- --------------------------------------------------------------------------------

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally,   yes.   Portfolio  managers  seek  companies  with  earnings  growth
potential,  regardless of country of organization or place of principal business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic  areas  may  warrant  greater   consideration  in  selecting  foreign
securities.  See "Additional  Risk Factors" on page 11. 
- --------------------------------------------------------------------------------

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?

The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and  economic  conditions.  Historically,  common  stocks  have  provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on page 11.
- --------------------------------------------------------------------------------

WHAT IS MEANT BY "MARKET CAPITALIZATION"?

Market capitalization is the most commonly used measure of the
size and value of a company.  It is computed by  multiplying  the current market
price of a share  of the  company's  stock by the  total  number  of its  shares
outstanding.  As  noted  previously,   market  capitalization  is  an  important
investment criteria for Aggressive Growth Portfolio which may invest in small to
medium sized companies to a greater degree. Although Growth Portfolio, Worldwide
Growth Portfolio and International  Growth Portfolio do not emphasize  companies
of any particular  size,  Portfolios with a larger asset base are more likely to
invest in larger,  more-established  issuers.  
- --------------------------------------------------------------------------------

HOW DOES A DIVERSIFIED PORTFOLIO DIFFER FROM A NONDIVERSIFIED PORTFOLIO?

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

HOW  DO  THESE  PORTFOLIOS  TRY  TO  REDUCE  RISK?

Diversification of a Portfolio's assets reduces the effect of any single holding
on its overall  portfolio  value. A Portfolio may also use futures,  options and
other  derivative  instruments  to  protect  its  portfolio  from  movements  in
securities'  prices and  interest  rates.  The  Portfolios  may use a variety of
currency hedging  techniques,  including forward currency  contracts,  to manage
exchange rate risk when investing  directly in foreign markets.  See "Additional
Risk  Factors" on page 11. In addition,  to the extent that a Portfolio  holds a
larger cash  position,  it may not  participate  in market  declines to the same
extent as if the Portfolio remained more fully invested in common stocks.


JANUS ASPEN SERIES PROSPECTUS         7      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

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

BALANCED PORTFOLIO

The  investment  objective  of  this  Portfolio  is  long-term  capital  growth,
consistent with  preservation of capital and balanced by current income. It is a
diversified portfolio that, under normal circumstances, pursues its objective by
investing 40-60% of its assets in 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 5-6.  The  Portfolio  may also invest in the types of  income-producing
securities  described  below  for  Flexible  Income  Portfolio  except  that its
investments  in junk bonds will not exceed 35% of net assets and  investments in
mortgage- and asset-backed securities will not exceed 25% of assets.

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

HOW ARE ASSETS  ALLOCATED  BETWEEN THE GROWTH AND INCOME  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 7.
Because income is a part of the investment objective of Balanced Portfolio,  the
portfolio  manager may  consider  dividend-paying  characteristics  to a greater
degree  in  selecting  equity  securities.  Balanced  Portfolio  may  also  find
opportunities  for capital  growth from debt  securities  because of anticipated
changes in interest rates,  credit  standing,  currency  relationships  or other
factors.
- --------------------------------------------------------------------------------

WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF BALANCED PORTFOLIO?

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

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

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.

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

Flexible  Income  Portfolio  may invest  without  limit in  foreign  securities,
including  those of corporate and government  issuers.  The Portfolio may invest
without  limit  in high-  yield/high-risk  securities  and may have  substantial
holdings of such  securities.  The risks of foreign  securities  and  high-yield
securities are described under "Additional Risk Factors" on page 11.


JANUS ASPEN SERIES PROSPECTUS        8       MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

SHORT-TERM BOND PORTFOLIO

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

Short-Term  Bond  Portfolio  will normally  invest at least 65% of its assets in
debt securities.  Subject to this policy and subject to its maturity limits, the
Portfolio  may  invest in the types of  securities  previously  described  under
Flexible Income  Portfolio  except that its investments in  high-yield/high-risk
bonds will not exceed 35% of net assets.

TYPES OF INVESTMENTS

Subject to the specific  investment  policies of each Portfolio discussed above,
Flexible  Income  Portfolio  and  Short-Term  Bond  Portfolio may also invest in
mortgage- and asset-backed  securities  (unlimited for Flexible Income Portfolio
and up to 25% of assets for Short-Term Bond Portfolio); zero coupon bonds (up to
10% of assets);  high-yield/ high-risk securities (unlimited for Flexible Income
Portfolio,  up to 35% of net assets for Short-Term Bond  Portfolio);  securities
purchased on a when-issued,  delayed delivery or forward  commitment  basis; and
indexed/structured  securities.  In addition,  each  Portfolio  may use futures,
options and other  derivatives for hedging purposes or for other purposes,  such
as  enhancing  return.  See  "Additional  Risk  Factors"  on page  11.  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 10.

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

WHAT IS MEANT BY A PORTFOLIO'S "AVERAGE-WEIGHTED MATURITY"?

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

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

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

HOW DO FLEXIBLE INCOME  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 11. 

WHAT IS MEANT BY "CREDIT QUALITY"?

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

HOW IS CREDIT QUALITY MEASURED?

Ratings  published by nationally
recognized rating agencies such as Standard & Poor's Ratings Services ("Standard
& Poor's") and Moody's Investors  Service,  Inc.  ("Moody's") 


JANUS ASPEN SERIES PROSPECTUS        9       MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

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. 
- --------------------------------------------------------------------------------

HOW DO THE FLEXIBLE INCOME  PORTFOLIO AND SHORT-TERM BOND PORTFOLIO  DIFFER FROM
EACH OTHER?

These  Portfolios  differ in terms of the credit quality and average maturity of
the securities in which they invest.  Although both Portfolios  invest primarily
in corporate bonds,  Flexible Income Portfolio may invest to a greater degree in
securities  with  relatively  higher  credit  risk and  interest  rate risk than
Short-Term Bond Portfolio.

GENERAL PORTFOLIO POLICIES

Unless otherwise  stated,  each of the following  policies applies to all of the
Portfolios.  The percentage limitations included in these policies and elsewhere
in this  Prospectus  apply only at the time of  purchase  of the  security.  For
example,  if a Portfolio  exceeds a limit as a result of market  fluctuations or
the  sale of  other  securities,  it will  not be  required  to  dispose  of any
securities.  

CASH  POSITION 
When a Portfolio's manager believes that market conditions are not favorable for
profitable investing or when the portfolio manager is otherwise unable to locate
favorable investment opportunities, a Portfolio's investments may be hedged to a
greater  degree and/or its cash or similar  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,  certifi-  cates of  deposit,
repurchase agreements or other short-term debt obligations. The Port- folios 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 assets in a single issuer.

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

INDUSTRY CONCENTRATION
As a  fundamental  policy,  no Portfolio  will invest more than 25% of its total
assets in any particular industry. This policy does not apply to U.S. government
securities.

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

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


JANUS ASPEN SERIES PROSPECTUS        10      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

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 may determine that securities that cannot be
sold to the U.S.  public but that can be sold to  institutional  investors  (for
example,  Rule 144A securities) are liquid. Janus Capital will follow guidelines
established  by the  Trustees  of the Trust  ("Trustees")  in  making  liquidity
determinations  for  Rule  144A  securities  and  other  securities,   including
privately placed commercial paper.

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

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

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

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

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

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

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

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

o    Currency  Risk.  A  Portfolio  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.

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.

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
gener- ate 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. Invest- ments 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  


JANUS ASPEN SERIES PROSPECTUS        11      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

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 fluctuation limits, either
     of which may make it difficult or  impossible  to close out a position when
     desired;

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

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


HIGH-YIELD/HIGH-RISK SECURITIES

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

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

Issuers  of  high-yield  securities  are more  vulnerable  to real or  perceived
economic  changes (for  instance,  an economic  downturn or prolonged  period of
rising interest rates),  political changes or adverse  developments  specific to
the issuer.  Adverse  economic,  political or other  developments may impair the
issuer's  ability  to  service  principal  and  interest  obligations,  to  meet
projected business goals and to obtain additional financing, particularly if the
issuer is  highly  leveraged.  In the  event of a  default,  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 bonds.  Adverse publicity and investor perceptions as well as
new or proposed laws may also have a greater  negative  impact on the market for
lower quality  securities.  Unrated debt, while not necessarily of lower quality
than  rated  securities,  may not  have as  broad a  market  as  higher  quality
securities. 

The  market  prices  of  high-yield  securities  structured  as zero  coupon  or
pay-in-kind  securities  are generally  affected to a greater extent by interest
rate changes and tend to be more  volatile  than  securities  which pay interest
periodically.  In addition, zero coupon,  pay-in-kind and delayed interest bonds
often do not pay interest until maturity. However, the 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. 

SPECIAL SITUATIONS

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


JANUS ASPEN SERIES PROSPECTUS        12      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

MANAGEMENT OF THE PORTFOLIOS

TRUSTEES

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

INVESTMENT ADVISER

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

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

Kansas City Southern  Industries,  Inc.  ("KCSI") owns  approximately 83% of the
outstanding  voting stock of Janus  Capital,  most of which it acquired in 1984.
KCSI is a publicly traded holding company whose primary subsidiaries are engaged
in  transportation,  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 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.

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

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.

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

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

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

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.

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

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

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

Sandy R.  Rufenacht  is  Executive  Vice  President  and  portfolio  manager  of
Short-Term  Bond  Portfolio,  which he has managed  since May 1996 and Executive
Vice  President and  co-manager  of Flexible  Income  Portfolio  and  High-Yield
Portfolio,  which he has managed since January 1997. Mr.  Rufenacht joined Janus
Capital in 1990 and has managed Janus  Intermediate  Government  Securities Fund
and Janus  Short-Term  Bond Fund since  January 1996.  He has  co-managed  Janus
Flexible  Income  Fund and Janus  High-Yield  Fund since  June 1996.  He holds a
Bachelor of Arts in Business from the University of Northern Colorado.

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

Ronald V. Speaker is Executive Vice President and portfolio  manager of Flexible
Income  Portfolio,  which  he  has  managed  since  its  inception.  He  managed
Short-Term Bond Portfolio from its inception through April 1996 and also manages
Janus  High-Yield  Fund and the High-Yield  Portfolio of the Trust.  Mr. Speaker
joined Janus Capital in 1986. He has managed  Janus  Flexible  Income Fund since
December  1991 and  previously  managed  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.

On January 13, 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  starting on or
about January 27, 1997.  During that time, the Flexible Income Portfolio will be
managed by its co-manager, Sandy Rufenacht.

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

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


JANUS ASPEN SERIES PROSPECTUS        13      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

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>
<CAPTION>
                                                        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*              2.50**
         Aggressive Growth Portfolio                    Next $270 Million        .75
         Worldwide Growth Portfolio                     Next $200 Million        .70
         International Growth Portfolio+ and            Over $500 Million        .65
         Balanced Portfolio
         ---------------------------------------------------------------------------------------------------------------------------
         Flexible Income Portfolio                      First $300 Million       .65               1.00
                                                        Over $300 Million        .55
         ---------------------------------------------------------------------------------------------------------------------------
         Short-Term Bond Portfolio                      First $300 Million       .65                .65
                                                        Over $300 Million        .55
</TABLE>
         *Janus  Capital has agreed to reduce each  Portfolio's  advisory fee to
          the  extent  that such fee  exceeds  the  effective  rate of the Janus
          retail  fund  corresponding  to  such  Portfolio.  Janus  Capital  may
          terminate  this fee  reduction or any of the expense  limitations  set
          forth  above at any time  upon 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  Worldwide  Fund,  Janus Overseas Fund and Janus Balanced
          Fund were 0.65%, 0.73%, 0.67%, 0.78%, and 0.80%, respectively, for the
          quarter ended March 31, 1996.
        **The expense limit  percentage  will  decrease as a Portfolio's  assets
          increase. Please see the SAI for more information.  +Effective June 3,
          1996 through  April 30, 1997,  Janus Capital  Corporation  reduced the
          expense limit of  International  Growth  Portfolio to 1.25% of average
          net assets.

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

PORTFOLIO TRANSACTIONS

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

OTHER SERVICE PROVIDERS

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

DOMESTIC CUSTODIAN
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64105

FOREIGN CUSTODIAN
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

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

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


JANUS ASPEN SERIES PROSPECTUS        14      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<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 nine  separate  series,  seven of which are  offered by this
Prospectus.

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

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

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

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

THE VALUATION OF SHARES
The NAV of the shares of a Portfolio is  determined  at the close of the regular
trading session of the New York Stock Exchange (the "NYSE") (normally 4:00 p.m.,
New York time) each day that the NYSE is open.  NAV per share is  determined  by
dividing the total value of the securities and other assets,  less  liabilities,
by the total number of shares outstanding. Securities are valued at market value
or,  if  market  information  is not  readily  available,  at their  fair  value
determined  in  good  faith  under  procedures  established  by  and  under  the
supervision of the Trustees.  Short-term instruments maturing within 60 days are
valued at amortized cost, which approximates market value.


JANUS ASPEN SERIES PROSPECTUS        15      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

DISTRIBUTIONS AND TAXES

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

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

TAXES

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

TAXATION OF THE PORTFOLIOS
Dividends, 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, 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        16      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

SHAREHOLDER'S GUIDE

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

PURCHASES

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

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

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

REDEMPTIONS

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

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

SHAREHOLDER COMMUNICATIONS

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


JANUS ASPEN SERIES PROSPECTUS        17      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<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  Portfolios  may  invest.  The
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

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

Commercial  paper is a short-term debt obligation with a maturity ranging from 1
to 270 days  issued by banks,  corporations  and other  borrowers  to  investors
seeking to invest idle cash. The Portfolios 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 (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  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
Portfolios  to  recognize  income  associated  with the PFIC prior to the actual
receipt of any such income.

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

Repurchase  agreements  involve the purchase of a security by 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  may be used to provide  cash to  satisfy  unusually  high  redemption
requests or for other temporary or emergency purposes.

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

Standby commitments are obligations  purchased by 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 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 


JANUS ASPEN SERIES PROSPECTUS        18      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<PAGE>

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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        19      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997
<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

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  capacity to meet  required  interest and
                              principal payments.
CCC, CC, C                    BB - lowest degree of speculation; C - the highest
                              degree  of  speculation.  Quality  and  protective
                              characteristics  outweighed by large uncertainties
                              or major risk exposure to adverse conditions. 
D                             In default.
- --------------------------------------------------------------------------------
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, 1995,  the  percentage of
            securities  holdings  for the  Flexible  Income  Portfolio by rating
            category based upon a weighted monthly average was:

            BONDS - S&P RATING                   FLEXIBLE INCOME PORTFOLIO
            AAA                                                        16%
            AA                                                          2%
            A                                                          15%
            BBB                                                        22%
            BB                                                         14%
            B                                                          21%
            CCC                                                         0%
            CC                                                          0%
            C                                                           0%
            Preferred Stock                                             0%
            Cash and Options                                           10%
            --------------------------------------------------------------------
            TOTAL                                                     100%
            --------------------------------------------------------------------
            No other  Portfolio  held 5% or more of its assets in bonds rated
            below  investment  grade for the fiscal year ended  December  31,
            1995.

JANUS ASPEN SERIES PROSPECTUS        20      MAY 1, 1996 AS SUPPLEMENTED JUNE 3,
                                             1996 AND JANUARY 13, 1997

<PAGE>








                      This page intentionally left blank.

<PAGE>




                                  [LOGO] JANUS

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




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission