JANUS ASPEN SERIES
497, 1997-08-25
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Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  Prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sales of these securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

Contents

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

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

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

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

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

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

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

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


                              SUBJECT TO COMPLETION
                  PRELIMINARY PROSPECTUS DATED AUGUST 22, 1997

                               Janus Aspen Series
                           Growth and Income Portfolio

                                   Prospectus

                                 _________, 1997


Growth and Income Portfolio (the "Portfolio") is a no-load,  diversified  mutual
fund that seeks long-term  growth of capital with a limited  emphasis on income.
Although the Portfolio normally invests at least 25% of its assets in securities
that have income potential,  it emphasizes equity securities  selected for their
growth potential.  The Portfolio is a series of Janus Aspen Series (the "Trust")
and currently offers two classes of Shares.  The  Institutional  Shares are sold
under the name "Janus Aspen Series." The Trust is registered with the Securities
and  Exchange  Commission  as an open-end  management  investment  company.  The
Portfolio is recently organized and has a limited operating history.

The  Institutional  Shares  (the  "Shares")  of the  Portfolio  offered  by this
Prospectus  are issued and redeemed  only in connection  with  investment in and
payments under variable annuity contracts and variable life insurance  contracts
(collectively,  "variable  insurance  contracts"),  as well as certain qualified
retirement plans.

The Trust  sells and  redeems  its Shares at net asset  value  without any sales
charges,  commissions  or  redemption  fees.  Each variable  insurance  contract
involves fees and expenses not described in this  Prospectus.  The Portfolio may
not be available in connection with a particular contract.  See the accompanying
contract prospectus for information regarding contract fees and expenses and any
restrictions on purchases or allocations.

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

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

This  Prospectus does not constitute an offer to sell securities in any state or
other jurisdiction to any person to whom it is unlawful to make such an offer in
such state or other jurisdiction.

<PAGE>

Portfolio At A Glance

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

INVESTMENT OBJECTIVE:

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

PRIMARY HOLDINGS:

A diversified  portfolio that emphasizes  equity  securities  selected for their
growth  potential,  although the Portfolio will normally  invest at least 25% of
its assets in securities that have income potential.

SHAREHOLDER'S INVESTMENT HORIZON:

The  Portfolio is designed for  long-term  investors  who seek growth of capital
with a limited  emphasis on income.  The Portfolio is not designed for investors
who desire a consistent  level of income nor is it a short-term  trading vehicle
and should not be relied upon for short-term financial needs.

FUND ADVISER:

Janus Capital Corporation ("Janus Capital") serves as the Portfolio's investment
adviser.  Janus Capital has been in the investment advisory business for over 27
years and currently manages approximately $65 billion in assets.

FUND MANAGER:

David Corkins

FUND INCEPTION:

November 1997


Expense Information

The tables and example  below are designed to assist  participants  in qualified
plans that  invest in the  Portfolio  in  understanding  the  various  costs and
expenses  that you will  bear  directly  or  indirectly  as an  investor  in the
Portfolio.  Owners of variable insurance  contracts that invest in the Portfolio
should refer to the variable insurance contract  prospectus for a description of
costs and expenses,  as the tables and example do not reflect  deductions at the
separate  account  level or contract  level for any charges that may be incurred
under a contract.

SHAREHOLDER TRANSACTION EXPENSES

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

ANNUAL PORTFOLIO OPERATING EXPENSES (after fee waivers and reductions)(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee(1)                          0.68%
Other Expenses(1)                          0.30%
- --------------------------------------------------------------------------------
Total Portfolio Operating Expenses(1)      0.98%
- --------------------------------------------------------------------------------
(1)  The fees and expenses in the table above are based on the  estimated  gross
     expenses before estimated  expense offset  arrangements  that the Shares of
     the  Portfolio  expect to incur in their  initial  fiscal year,  net of fee
     reductions  or  waivers  from  Janus  Capital.  Fee  reductions  reduce the
     management fee to the level of the  corresponding  Janus retail fund. Other
     waivers,  if applicable,  are first applied  against the management fee and
     then  against  other  expenses.  Without such  waivers or  reductions,  the
     Management Fee, Other Expenses and Total Portfolio  Operating  Expenses are
     estimated to be 0.75%,  0.30% and 1.05%,  respectively.  Janus  Capital may
     modify or terminate  the waivers or reductions at any time upon at least 90
     days' notice to the Trustees.

EXAMPLE
- --------------------------------------------------------------------------------
                                                             1 Year      3 Years
- --------------------------------------------------------------------------------
Assume  you  invest  $1,000,  the  Shares  of the  Portfolio
returns 5% annually and its expense  ratio remains as listed
above.  The example  shows the  operating  expenses that you
would  indirectly  bear as an  investor in the Shares of the
Portfolio.                                                      $10        $31
- --------------------------------------------------------------------------------
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 GROWTH AND INCOME PORTFOLIO PROSPECTUS                      1
<PAGE>

The Portfolio in Detail

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

The Portfolio's investment objectives and policies are similar to those of Janus
Growth and Income Fund, a Janus retail fund. Although it is anticipated that the
Portfolio  and its  corresponding  retail  fund  will hold  similar  securities,
differences in asset size and cash flow needs as well as the relative weightings
of securities  selections may result in  differences in investment  performance.
Expenses of the  Portfolio  and its  corresponding  retail fund are  expected to
differ.

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

The  investment  objective  of the  Portfolio is  long-term  capital  growth and
current income. It is a diversified  portfolio that, under normal circumstances,
pursues its objective by investing up to 75% of its assets in equity  securities
selected  primarily for their growth potential and at least 25% of its assets in
securities that have income  potential.  The Portfolio  normally  emphasizes the
growth component.  However, in unusual  circumstances,  the Portfolio may reduce
the growth component of its portfolio to 25% of its assets.

TYPES OF INVESTMENTS

The  Portfolio  invests  primarily  in common  stocks of  domestic  and  foreign
companies.  The  Portfolio  may  invest  to a lesser  degree  in other  types of
securities including preferred stock, warrants,  convertible securities and debt
securities  when its  portfolio  manager  perceives an  opportunity  for capital
growth from such  securities or to receive a return on idle cash.  The Portfolio
may purchase securities on a when-issued, delayed delivery or forward commitment
basis.  The  Portfolio  may  invest  up to 25% of its  assets in  mortgage-  and
asset-backed securities, up to 10% of its assets in zero coupon, pay-in-kind and
step coupon securities, and without limit in indexed/structured  securities. The
Portfolio  will  invest  less  than 35% of its  assets  in  high-yield/high-risk
securities.

The Portfolio may invest  without limit in foreign  equity and debt  securities.
The Portfolio may invest directly in foreign securities denominated in a foreign
currency and not publicly traded in the United States.

Other ways of investing in foreign  securities  include  depositary  receipts or
shares, and passive foreign investment companies. The Portfolio may use futures,
options and other  derivatives for hedging purposes or for non-hedging  purposes
such as seeking to enhance return. See "Additional Risk Factors" on page 4 for a
discussion of the risks associated with foreign investing and derivatives.

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

The following questions are designed to help you better understand an investment
in the Portfolio.

How are assets  allocated  between the growth and income component of the Fund's
portfolio?
The Portfolio may invest in a combination  of common stocks,  preferred  stocks,
convertible securities,  debt securities and other fixed-income securities.  The
Portfolio  may shift  assets  between  the growth and income  components  of its
portfolio  based  on  the  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 type of securities make up the growth component of the Fund?
The Portfolio  places a stronger  emphasis on the growth  component and normally
invests up to 75% of its assets in such securities.  The growth component of the
Portfolio  is expected to consist  primarily  of common  stocks.  The  portfolio
manager will invest in common stocks to the extent he believes that the relevant
market  environment  favors  profitable  investing  in  those  securities.   The
portfolio  manager  generally  takes a "bottom  up"  approach  to  building  the
portfolio.  In other  words,  he seeks to  identify  individual  companies  with
earnings  growth  potential  that may not be  recognized by the market at large.
Although  themes  may  emerge in the Fund,  securities  are  generally  selected
without  regard  to any  defined  industry  sector  or other  similarly  defined
selection procedure.

Because  income is a part of the  investment  objective  of the  Portfolio,  the
portfolio manager may also consider dividend-paying characteristics in selecting
equity securities for the Portfolio.  The 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 the Portfolio?
The income  component  of the  Portfolio  will  consist of  securities  that the
portfolio  manager believes have income  potential.  Such securities may include
equity  securities,  convertible  securities  and all types of debt  securities.
Equity  securities  may be included in the income  component of the Portfolio if
they  currently pay dividends or the  portfolio  manager  believes they have the
potential for either increasing their dividends or commencing dividends, if none
are currently paid. Investors in the Portfolio

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                      2
<PAGE>

should keep in mind that the  Portfolio  is not designed to produce a consistent
level of income.
- --------------------------------------------------------------------------------
Are the same criteria used to select foreign securities?
Generally,  yes. The portfolio  manager seeks  companies that meet his selection
criteria,  regardless of country of organization or place of principal  business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic  areas  may  warrant  greater   consideration  in  selecting  foreign
securities. See "Additional Risk Factors" on page 4.
- --------------------------------------------------------------------------------
How does the Portfolio try to reduce risk?
Diversification  of the  Portfolio's  assets  reduces  the  effect of any single
holding on its overall  portfolio value. The Portfolio may use futures,  options
and other  derivative  instruments  to protect the portfolio  from  movements in
securities  prices and interest  rates.  The Portfolio may also use a variety of
currency hedging  techniques,  including forward currency  contracts,  to manage
exchange rate risk. See "Additional Risk Factors" on page 4. In addition, to the
extent that the Portfolio holds a larger cash position, it might not participate
in market  declines to the same extent as if it had remained more fully invested
in common stocks.

GENERAL PORTFOLIO POLICIES

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

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

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

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

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

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

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

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

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

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

To a limited  extent,  the Portfolio may purchase  securities in anticipation of
relatively  short-term price gains. The Portfolio may also sell one security and
simultaneously  purchase the same or a comparable  security to take advantage of
short-term   differentials  in  bond  yields  or  securities  prices.  Increased
portfolio turnover may result in higher costs for brokerage commissions,  dealer
mark-ups and other transaction costs and may also

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                      3
<PAGE>

result in taxable capital gains.  Certain tax rules may restrict the Portfolio's
ability to engage in  short-term  trading if the security has been held for less
than three months.

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

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

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

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

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

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

ADDITIONAL RISK FACTORS

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

Foreign Securities

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

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

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

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

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

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

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

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

Futures, Options and Other Derivative Instruments
The Portfolio may enter into futures contracts on securities,  financial indices
and foreign currencies and options on such contracts  ("futures  contracts") and
may

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                      4
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

The value of lower quality securities generally is more dependent on the ability
of the issuer to meet interest and principal  payments (i.e.,  credit risk) than
is the case for  higher  quality  securities.  Conversely,  the  value of higher
quality  securities  may be more sensitive to interest rate movements than lower
quality  securities.  Issuers  of  high-yield  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  may be more  vulnerable to real or perceived
economic  changes (for  instance,  an economic  downturn or prolonged  period of
rising interest rates),  political changes or adverse  developments  specific to
the issuer.  Adverse  economic,  political or other  developments may impair the
issuer's  ability  to  service  principal  and  interest  obligations,  to  meet
projected business goals and to obtain additional financing, particularly if the
issuer is highly  leveraged.  In the event of a  default,  the  Portfolio  would
experience  a reduction  of its income and could  expect a decline in the market
value of the defaulted securities.

The market for lower quality securities is generally less liquid than the market
for higher quality  securities.  Adverse  publicity and investor  perceptions as
well as new or  proposed  laws may also  have a greater  negative  impact on the
market for lower quality  securities.  Unrated debt,  while not  necessarily  of
lower  quality  than rated  securities,  may not have as broad a market as rated
securities. Sovereign debt of foreign governments is generally rated by country.
Because these ratings do not take into account  individual  factors  relevant to
each  issue and may not be  updated  regularly,  Janus  Capital  may treat  such
securities as unrated debt.

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

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

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

See Appendix A for risks associated with certain other investments.

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                      5
<PAGE>

Management of the Portfolio

TRUSTEES

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

INVESTMENT ADVISER

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

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

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

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

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

PORTFOLIO MANAGER

David Corkins is Executive Vice President and portfolio manager of the Portfolio
which he has managed since its inception.  He previously  served as an assistant
portfolio  manager of Janus  Mercury Fund. He joined Janus in 1995 as a research
analyst  specializing in domestic  financial services companies and a variety of
foreign  industries.  Prior to joining Janus, he was the Chief Financial Officer
of Chase Manhattan's  mortgage business.  He holds a Bachelor of Arts in English
and Russian from Dartmouth and Master of Business  Administration  from Columbia
University.

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

PORTFOLIO TRANSACTIONS

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

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                      6
<PAGE>

BREAKDOWN OF MANAGEMENT EXPENSES

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

                          Average Daily Net            Annual Rate
     Fee Schedule         Assets of Portfolio          Percentage (%)
     --------------------------------------------------------------------
                          First $300 Million           0.75*
                          Next $200 Million            0.70
                          Over $500 Million            0.65
     --------------------------------------------------------------------

*    Janus  Capital  has agreed to reduce the  Portfolio's  advisory  fee to the
     extent that such fee exceeds the effective  rate of Janus Growth and Income
     Fund, the Janus retail fund  corresponding to the Portfolio.  Janus Capital
     may terminate  this fee reduction at any time upon at least 90 days' notice
     to the Trustees.  The effective  rate is the advisory fee calculated by the
     corresponding  retail  fund as of the  last  day of each  calendar  quarter
     (expressed  as an annual  rate).  The  effective  rate of Janus  Growth and
     Income  Fund was  ____%  for the  quarter  ended  September  30,  1997.  In
     addition, Janus Capital has agreed to limit the expenses of the Portfolio's
     Shares to an annual  rate of 1.25% of average  net assets  through at least
     October 31, 1998.

As asset size  increases,  the annual  rate of the  management  fee  declines in
accordance  with the above  schedule.  In addition,  the Shares of the Portfolio
incur  expenses  not  assumed by Janus  Capital,  including  transfer  agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of  sending  reports  and  other  information  to  existing  shareholders,   and
independent Trustees' fees and expenses.

OTHER SERVICE PROVIDERS

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

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

Transfer Agent
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

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

OTHER INFORMATION

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

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

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

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                      7
<PAGE>

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

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

Master/Feeder Option
The Trust may in the future seek to achieve the Portfolio's investment objective
by investing all of the Portfolio's  assets in another investment company having
the same investment objective and substantially the same investment policies and
restrictions as those applicable to the Portfolio.  It is expected that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the Portfolio.  The  shareholders  of the Trust of record on April 30,
1992,  and the  initial  shareholder(s)  of the  Portfolio,  have  voted to vest
authority  to use  this  investment  structure  in the  sole  discretion  of the
Trustees.  No further approval of the shareholders of the Portfolio is required.
You will  receive at least 30 days' prior  notice of any such  investment.  Such
investment  would be made only if the  Trustees  determine  it to be in the best
interests of the Portfolio and its shareholders.  In making that  determination,
the Trustees will  consider,  among other things,  the benefits to  shareholders
and/or the  opportunity  to reduce costs and achieve  operational  efficiencies.
Although management of the Portfolio believes that the Trustees will not approve
an arrangement  that is likely to result in higher costs,  no assurance is given
that costs will be materially reduced if this option is implemented.

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

Securities  are valued at market value or, if market  information is not readily
available,  at their  fair  value  determined  in good  faith  under  procedures
established by and under the supervision of the Trustees. Short-term instruments
maturing within 60 days are valued at amortized cost, which approximates  market
value.

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                      8
<PAGE>

Distributions and Taxes
- --------------------------------------------------------------------------------
DISTRIBUTIONS
To avoid  taxation of the  Portfolio,  the Internal  Revenue  Code  requires the
Portfolio to distribute net income and any net gains realized by its investments
annually.  Income from  dividends  and interest and any net realized  short-term
capital  gains  are paid to  shareholders  as  ordinary  income  dividends.  Net
realized  long-term  gains,  if any, are paid to  shareholders  as capital gains
distributions.  Each class of the Portfolio makes  semiannual  distributions  in
June and December of  substantially  all of its investment  income and an annual
distribution  in June of its net realized  capital gains,  if any. All dividends
and  capital  gains  distributions  from the  Shares  of the  Portfolio  will be
automatically reinvested into additional Shares of the Portfolio.

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

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

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

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

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

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

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

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

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                      9
<PAGE>

Shareholder's Guide

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

PURCHASES

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

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

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

REDEMPTIONS

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

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

SHAREHOLDER COMMUNICATIONS

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

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                     10
<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  Portfolio  may  invest.  The
Portfolio  may  invest  in these  instruments  to the  extent  permitted  by its
investment  objective  and  policies.  The  Portfolio  is not  limited  by  this
discussion and may invest in any other types of instruments not precluded by the
policies discussed  elsewhere in this Prospectus.  Please refer to the SAI for a
more detailed discussion of certain instruments.

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                     11
<PAGE>

from the face value depends on the time  remaining  until cash  payments  begin,
prevailing  interest rates,  liquidity of the security and the perceived  credit
quality of the issuer.

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

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

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

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

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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

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

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS                     12
<PAGE>

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<PAGE>

                   100 Fillmore Street
[Logo] JANUS       Denver, Colorado 80206-4928
                   (800) 525-3713     Recycled Paper

<PAGE>
Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  Prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sales of these securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

Contents

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

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

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

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

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

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

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

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


                              SUBJECT TO COMPLETION
                  PRELIMINARY PROSPECTUS DATED AUGUST 22, 1997

                               Janus Aspen Series
                           Growth and Income Portfolio
                                Retirement Shares

                                   Prospectus

                                 ________, 1997

Growth and Income Portfolio (the "Portfolio") is a no-load,  diversified  mutual
fund that seeks long-term  growth of capital with a limited  emphasis on income.
Although the Portfolio normally invests at least 25% of its assets in securities
that have income potential,  it emphasizes equity securities  selected for their
growth potential. The Portfolio is a series of Janus Aspen Series (the "Trust"),
an open-end management  investment company.  The Portfolio is recently organized
and has a limited operating history.

The Retirement Shares of the Portfolio (the "Shares") offered by this Prospectus
are issued in connection with certain participant  directed qualified retirement
plans.  The Trust sells and  redeems  its Shares at net asset value  without any
sales charges, commissions or redemption fees.

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

The Shares  offered by this  Prospectus  are not deposits or  obligations of any
bank,  are not endorsed or  guaranteed  by any bank,  and are not insured by the
Federal  Deposit  Insurance  Corporation,  the  Federal  Reserve  Board,  or any
government agency.

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

This  Prospectus does not constitute an offer to sell securities in any state or
other jurisdiction to any person to whom it is unlawful to make such an offer in
such state or other jurisdiction.

<PAGE>

Portfolio At A Glance

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

INVESTMENT OBJECTIVE:

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

PRIMARY HOLDINGS:

A diversified  portfolio that emphasizes  equity  securities  selected for their
growth  potential,  although the Portfolio will normally  invest at least 25% of
its assets in securities that have income potential.

SHAREHOLDER'S INVESTMENT HORIZON:

The  Portfolio is designed for  long-term  investors  who seek growth of capital
with a limited  emphasis on income.  The Portfolio is not designed for investors
who desire a consistent  level of income nor is it a short-term  trading vehicle
and should not be relied upon for short-term financial needs.

FUND ADVISER:

Janus Capital Corporation ("Janus Capital") serves as the Portfolio's investment
adviser.  Janus Capital has been in the investment advisory business for over 27
years and currently manages approximately $65 billion in assets.

FUND MANAGER:

David Corkins

FUND INCEPTION:

November 1997

Expense Information

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



SHAREHOLDER TRANSACTION EXPENSES

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

ANNUAL OPERATING EXPENSES (after fee waivers and reductions)(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee(1)                          0.68%
12b-1 Fee(2)                               0.25%
Other Expenses(1,3)                        0.55%
- --------------------------------------------------------------------------------
Total Operating Expenses(1)                1.48%
- --------------------------------------------------------------------------------
(1)  The fees and expenses in the table above are based on the  estimated  gross
     expenses before estimated  expense offset  arrangements  that the Shares of
     the  Portfolio  expect  to incur  their  initial  fiscal  year,  net of fee
     reductions  or  waivers  from  Janus  Capital.  Fee  reductions  reduce the
     management fee to the level of the  corresponding  Janus retail fund. Other
     waivers,  if applicable,  are first applied  against the management fee and
     then  against  other  expenses.  Without such  waivers or  reductions,  the
     Management Fee, Other Expenses and Total  Operating  Expenses are estimated
     to be 0.75%,  0.55% and 1.55%,  respectively.  Janus  Capital may modify or
     terminate  the  waivers  or  reductions  at any time upon at least 90 days'
     notice to the Trustees.
(2)  Long-term  shareholders  may pay more than the economic  equivalent  of the
     maximum  front-end sales charges  permitted by the National  Association of
     Securities Dealers, Inc.
(3)  Includes  compensation  to service  providers  who  provide  recordkeeping,
     subaccounting  and other  administrative  services to plan participants who
     invest  in the  Shares.  See  "Participant  Administration  Fee"  for  more
     details.

EXAMPLE
- --------------------------------------------------------------------------------
                                                              1 Year     3 Years
- --------------------------------------------------------------------------------
Assume  you  invest  $1,000,  the  Shares  of the  Portfolio
returns 5% annually and its expense  ratio remains as listed
above.  The example  shows the  operating  expenses that you
would  indirectly  bear as an  investor in the Shares of the
Portfolio.                                                      $15       $47
- --------------------------------------------------------------------------------
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 GROWTH AND INCOME PORTFOLIO PROSPECTUS - RETIREMENT SHARES  1
<PAGE>

The Portfolio in Detail

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

The Portfolio's investment objectives and policies are similar to those of Janus
Growth and Income Fund, a Janus retail fund. Although it is anticipated that the
Portfolio  and its  corresponding  retail  fund  will hold  similar  securities,
differences in asset size and cash flow needs as well as the relative weightings
of securities  selections may result in  differences in investment  performance.
Expenses of the  Portfolio  and its  corresponding  retail fund are  expected to
differ.

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

The  investment  objective  of the  Portfolio is  long-term  capital  growth and
current income. It is a diversified  portfolio that, under normal circumstances,
pursues its objective by investing up to 75% of its assets in equity  securities
selected  primarily for their growth potential and at least 25% of its assets in
securities that have income  potential.  The Portfolio  normally  emphasizes the
growth component.  However, in unusual  circumstances,  the Portfolio may reduce
the growth component of its portfolio to 25% of its assets.

TYPES OF INVESTMENTS

The  Portfolio  invests  primarily  in common  stocks of  domestic  and  foreign
companies.  The  Portfolio  may  invest  to a lesser  degree  in other  types of
securities including preferred stock, warrants,  convertible securities and debt
securities  when its  portfolio  manager  perceives an  opportunity  for capital
growth from such  securities or to receive a return on idle cash.  The Portfolio
may purchase securities on a when-issued, delayed delivery or forward commitment
basis.  The  Portfolio  may  invest  up to 25% of its  assets in  mortgage-  and
asset-backed securities, up to 10% of its assets in zero coupon, pay-in-kind and
step coupon securities, and without limit in indexed/structured  securities. The
Portfolio  will  invest  less  than 35% of its  assets  in  high-yield/high-risk
securities.

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

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

The following questions are designed to help you better understand an investment
in the Portfolio.

How are assets  allocated  between the growth and income component of the Fund's
portfolio?
The Portfolio may invest in a combination  of common stocks,  preferred  stocks,
convertible securities,  debt securities and other fixed-income securities.  The
Portfolio  may shift  assets  between  the growth and income  components  of its
portfolio  based  on  the  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 type of securities make up the growth component of the Fund?
The Portfolio  places a stronger  emphasis on the growth  component and normally
invests up to 75% of its assets in such securities.  The growth component of the
Portfolio  is expected to consist  primarily  of common  stocks.  The  portfolio
manager will invest in common stocks to the extent he believes that the relevant
market  environment  favors  profitable  investing  in  those  securities.   The
portfolio  manager  generally  takes a "bottom  up"  approach  to  building  the
portfolio.  In other  words,  he seeks to  identify  individual  companies  with
earnings  growth  potential  that may not be  recognized by the market at large.
Although  themes  may  emerge in the Fund,  securities  are  generally  selected
without  regard  to any  defined  industry  sector  or other  similarly  defined
selection procedure.

Because  income is a part of the  investment  objective  of the  Portfolio,  the
portfolio manager may also consider dividend-paying characteristics in selecting
equity securities for the Portfolio.  The 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 the Portfolio?
The income  component  of the  Portfolio  will  consist of  securities  that the
portfolio  manager believes have income  potential.  Such securities may include
equity  securities,  convertible  securities  and all types of debt  securities.
Equity  securities  may be included in the income  component of the Portfolio if
they  currently pay dividends or the  portfolio  manager  believes they have the
potential for either increasing their dividends or commencing dividends, if none
are currently paid. Investors in the Portfolio should keep

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

in mind that the  Portfolio  is not  designed to produce a  consistent  level of
income.
- --------------------------------------------------------------------------------
Are the same criteria used to select foreign securities?
Generally,  yes. The portfolio  manager seeks  companies that meet his selection
criteria,  regardless of country of organization or place of principal  business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic  areas  may  warrant  greater   consideration  in  selecting  foreign
securities. See "Additional Risk Factors" on page 4.
- --------------------------------------------------------------------------------
How does the Portfolio try to reduce risk?
Diversification  of the  Portfolio's  assets  reduces  the  effect of any single
holding on its overall  portfolio value. The Portfolio may use futures,  options
and other  derivative  instruments  to protect the portfolio  from  movements in
securities  prices and interest  rates.  The Portfolio may also use a variety of
currency hedging  techniques,  including forward currency  contracts,  to manage
exchange rate risk. See "Additional Risk Factors" on page 4. In addition, to the
extent that the Portfolio holds a larger cash position, it might not participate
in market  declines to the same extent as if it had remained more fully invested
in common stocks.

GENERAL PORTFOLIO POLICIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ADDITIONAL RISK FACTORS

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

Foreign Securities

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

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

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

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

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

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

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

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

Futures, Options and Other Derivative Instruments
The Portfolio may enter into futures contracts on securities,  financial indices
and foreign currencies and options on such contracts  ("futures  contracts") and
may invest in options on securities,  financial  indices and foreign  currencies
("options"), forward contracts and interest rate swaps and swap-related products
(collectively,  "derivative  instruments").  The  Portfolio  intends to use most
derivative instruments primarily to hedge the value of its portfolio

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

holdings  against  potential  adverse  movements in securities  prices,  foreign
currency markets or interest rates. To a limited extent,  the Portfolio may also
use derivative  instruments for non-hedging purposes such as seeking to increase
the Portfolio's  income or otherwise seeking to enhance return.  Please refer to
Appendix A to this  Prospectus  and the SAI for a more  detailed  discussion  of
these instruments.

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

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

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

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

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

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

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

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

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

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

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

The value of lower quality securities generally is more dependent on the ability
of the issuer to meet interest and principal  payments (i.e.,  credit risk) than
is the case for  higher  quality  securities.  Conversely,  the  value of higher
quality  securities  may be more sensitive to interest rate movements than lower
quality  securities.  Issuers  of  high-yield  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  may be more  vulnerable to real or perceived
economic  changes (for  instance,  an economic  downturn or prolonged  period of
rising interest rates),  political changes or adverse  developments  specific to
the issuer.  Adverse  economic,  political or other  developments may impair the
issuer's  ability  to  service  principal  and  interest  obligations,  to  meet
projected business goals and to obtain additional financing, particularly if the
issuer is highly  leveraged.  In the event of a  default,  the  Portfolio  would
experience  a reduction  of its income and could  expect a decline in the market
value of the defaulted securities.

The market for lower quality securities is generally less liquid than the market
for higher quality  securities.  Adverse  publicity and investor  perceptions as
well as new or  proposed  laws may also  have a greater  negative  impact on the
market for lower quality  securities.  Unrated debt,  while not  necessarily  of
lower  quality  than rated  securities,  may not have as broad a market as rated
securities. Sovereign debt of foreign governments is generally rated by country.
Because these ratings do not take into account  individual  factors  relevant to
each  issue and may not be  updated  regularly,  Janus  Capital  may treat  such
securities as unrated debt.

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

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

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

See Appendix A for risks associated with certain other investments.

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS - RETIREMENT SHARES  5

<PAGE>

Management of the Portfolio

TRUSTEES

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

INVESTMENT ADVISER

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

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

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

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

The Portfolio pays all of its expenses not assumed by Janus  Capital,  including
transfer  agent  and  custodian  fees and  expenses,  legal and  auditing  fees,
registration fees and expenses,  and independent Trustees' fees and expenses and
certain other expenses.  Service  providers to qualified plans that purchase the
Shares  receive  fees  for  providing  recordkeeping,  subaccounting  and  other
administrative services, as described under "Participant  Administration Fee and
Distribution Fee" on page 7.

PORTFOLIO MANAGER

David Corkins is Executive Vice President and portfolio manager of the Portfolio
which he has managed since its inception.  He previously  served as an assistant
portfolio  manager of Janus  Mercury Fund. He joined Janus in 1995 as a research
analyst  specializing in domestic  financial services companies and a variety of
foreign  industries.  Prior to joining Janus, he was the Chief Financial Officer
of Chase Manhattan's  mortgage business.  He holds a Bachelor of Arts in English
and Russian from Dartmouth and Master of Business  Administration  from Columbia
University.

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

PORTFOLIO TRANSACTIONS

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

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

BREAKDOWN OF MANAGEMENT EXPENSES

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

                         Average Daily Net             Annual Rate
     Fee Schedule        Assets of Portfolio           Percentage (%)
     --------------------------------------------------------------------
                         First $300 Million            0.75*
                         Next $200 Million             0.70
                         Over $500 Million             0.65
     --------------------------------------------------------------------

*    Janus  Capital  has agreed to reduce the  Portfolio's  advisory  fee to the
     extent that such fee exceeds the effective  rate of Janus Growth and Income
     Fund, the Janus retail fund  corresponding to the Portfolio.  Janus Capital
     may terminate  this fee reduction at any time upon at least 90 days' notice
     to the Trustees.  The effective  rate is the advisory fee calculated by the
     corresponding  retail  fund as of the  last  day of each  calendar  quarter
     (expressed  as an annual  rate).  The  effective  rate of Janus  Growth and
     Income  Fund was  ____%  for the  quarter  ended  September  30,  1997.  In
     addition, Janus Capital has agreed to limit the expenses of the Portfolio's
     Shares to an annual  rate of 1.25% of average  net assets  through at least
     October 31, 1998. The participant  administration  fee and distribution fee
     described below are not included in the expense limit.

As asset size  increases,  the annual  rate of the  management  fee  declines in
accordance  with the above  schedule.  In addition,  the Shares of the Portfolio
incur  expenses  not  assumed  by  Janus  Capital,   including  the  participant
administration  fee and  distribution  fee described  below,  transfer agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of  sending  reports  and  other  information  to  existing  shareholders,   and
independent Trustees' fees and expenses.

OTHER SERVICE PROVIDERS

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

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

Transfer Agent
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

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

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

PARTICIPANT ADMINISTRATION FEE AND DISTRIBUTION FEE

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

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

OTHER INFORMATION

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

The Portfolio currently offers two classes of shares. The Shares offered by this
Prospectus are available only to participant directed qualified plans using plan
service  providers  that  are  compensated  for  providing  distribution  and/or
recordkeeping and other administrative services provided

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

to plan participants.  Institutional  Shares of the Portfolio are available only
to variable  insurance  contracts owners and other qualified  retirement  plans.
Because the expenses of each class may differ,  the performance in each class is
expected  to  differ.  If  you  would  like  additional  information  about  the
Institutional Shares, please call 1-800-525-0020.

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

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

Master/Feeder Option
The Trust may in the future seek to achieve the Portfolio's investment objective
by investing all of the Portfolio's  assets in another investment company having
the same investment objective and substantially the same investment policies and
restrictions as those applicable to the Portfolio.  It is expected that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the Portfolio.  The  shareholders  of the Trust of record on April 30,
1992,  and the  initial  shareholder(s)  of the  Portfolio,  have  voted to vest
authority  to use  this  investment  structure  in the  sole  discretion  of the
Trustees.  No further approval of the shareholders of the Portfolio is required.
You will  receive at least 30 days' prior  notice of any such  investment.  Such
investment  would be made only if the  Trustees  determine  it to be in the best
interests of the Portfolio and its shareholders.  In making that  determination,
the Trustees will  consider,  among other things,  the benefits to  shareholders
and/or the  opportunity  to reduce costs and achieve  operational  efficiencies.
Although management of the Portfolio believes that the Trustees will not approve
an arrangement  that is likely to result in higher costs,  no assurance is given
that costs will be materially reduced if this option is implemented.

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

Securities  are valued at market value or, if market  information is not readily
available,  at their  fair  value  determined  in good  faith  under  procedures
established by and under the supervision of the Trustees. Short-term instruments
maturing within 60 days are valued at amortized cost, which approximates  market
value.

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

Distributions and Taxes
- --------------------------------------------------------------------------------
DISTRIBUTIONS
To avoid  taxation of the  Portfolio,  the Internal  Revenue  Code  requires the
Portfolio to distribute net income and any net gains realized by its investments
annually.  Income from  dividends  and interest and any net realized  short-term
capital  gains  are paid to  shareholders  as  ordinary  income  dividends.  Net
realized  long-term  gains,  if any, are paid to  shareholders  as capital gains
distributions.  Each class of the Portfolio makes  semiannual  distributions  in
June and December of  substantially  all of its investment  income and an annual
distribution  in June of its net realized  capital gains,  if any. All dividends
and  capital  gains  distributions  from the  Shares  of the  Portfolio  will be
automatically reinvested into additional Shares of the Portfolio.

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

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

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

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

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

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

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

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 GROWTH AND INCOME PORTFOLIO PROSPECTUS - RETIREMENT SHARES  9
<PAGE>

Shareholder's Guide

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

PURCHASES

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

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

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

REDEMPTIONS

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

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

SHAREHOLDER COMMUNICATIONS

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

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS - RETIREMENT SHARES 10
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Appendix A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS - RETIREMENT SHARES 11
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from the face value depends on the time  remaining  until cash  payments  begin,
prevailing  interest rates,  liquidity of the security and the perceived  credit
quality of the issuer.

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

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

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

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

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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

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

JANUS ASPEN SERIES GROWTH AND INCOME PORTFOLIO PROSPECTUS - RETIREMENT SHARES 12
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