JANUS ASPEN SERIES
497, 1999-12-20
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                               JANUS ASPEN SERIES

                                Retirement Shares

     Supplement Dated December 31, 1999 to Prospectus Dated August 20, 1999

     THIS  INFORMATION  SUPPLEMENTS THE PROSPECTUS FOR THE RETIREMENT  SHARES OF
JANUS ASPEN SERIES DATED AUGUST 20, 1999.  THIS  SUPPLEMENT,  TOGETHER  WITH THE
PROSPECTUS,  CONSTITUTE  A CURRENT  PROSPECTUS.  TO REQUEST  ANOTHER COPY OF THE
PROSPECTUS, PLEASE CONTACT YOUR PLAN SPONSOR.

     The  following  information  should  be  added  to the  biographies  in the
Investment Personnel/Portfolio Managers' section of the Prospectus.

     Effective  January  1, 2000,  Laurence  J.  Chang  will be  co-manager  of
Worldwide Growth  Portfolio.  Prior to serving as co-manager of Worldwide Growth
Portfolio,  he  served  as  assistant  portfolio  manager  of  Worldwide  Growth
Portfolio  since 1996 and has co-managed  Janus  Worldwide Fund since  September
1999. Currently,  he is Executive Vice President and co-manager of International
Growth  Portfolio and Janus Overseas Fund which he has co-managed since May 1998
and April 1998, respectively. He served as assistant portfolio manager for these
funds since 1996.  Mr.  Chang joined  Janus  Capital in 1993 after  receiving an
undergraduate  degree with  honors in Religion  and  Philosophy  from  Dartmouth
College and a Master's Degree in Political Science from Stanford University. Mr.
Chang is a Chartered Financial Analyst.

     Effective  January  1,  2000,  Blaine P.  Rollins  will be  Executive  Vice
President  and  portfolio  manager of Growth  Portfolio  replacing Jim Craig who
previously  managed Growth  Portfolio from inception to December 1999.  Prior to
serving as manager of Growth  Portfolio,  Mr.  Rollins  served as Executive Vice
President and portfolio manager of Balanced  Portfolio from May 1996 to December
1999,  Equity Income  Portfolio  from  inception to December 1999, and assistant
portfolio manager of Growth Portfolio.  Mr. Rollins joined Janus Capital in 1990
and gained experience as a fixed-income trader and equity research analyst prior
to managing Balanced  Portfolio.  He holds a Bachelor of Science in Finance from
the University of Colorado and is a Chartered Financial Analyst.

     Effective  January 1, 2000, Karen L. Reidy will be Executive Vice President
and portfolio  manager of Equity Income  Portfolio and Balanced  Portfolio.  She
replaces  Blaine P. Rollins who previously  managed Equity Income  Portfolio and
Balanced  Portfolio.  She is also  an  assistant  portfolio  manager  of  Growth
Portfolio.  Prior to  joining  Janus  Capital  in 1995,  she  worked  for  Price
Waterhouse as a manager in both the Mergers and  Acquisitions and Audit business
units. Ms. Reidy performed due diligence work for corporate  clients and oversaw
audit engagements.  She received an undergraduate  degree in Accounting from the
University  of  Colorado  in 1989 and  passed  the CPA  exam in  1992.  She is a
Chartered Financial Analyst.

     Effective  January 1, 2000,  John  Schreiber  will be  assistant  portfolio
manager of Growth Portfolio, Balanced Portfolio and Equity Income Portfolio. Mr.
Schreiber joined Janus in 1997 as an equity research  analyst.  Prior to joining
Janus, he was an equity analyst with Fidelity Investments. Mr. Schreiber holds a
Bachelor of Science  degree in  mechanical  engineering  from the  University of
Washington and a Master of Business  Administration from Harvard University.  He
is a Chartered Financial Analyst.

     The following  replaces Classes of Shares in the Other Information  section
of the Prospectus:

     Each Portfolio  currently offers three classes of Shares, one of which, the
Retirement Shares,  are offered pursuant to this Prospectus.  The Shares offered
by this Prospectus are available only to qualified  retirement  plans using plan
service  providers  that  are  compensated  for  providing  distribution  and/or
recordkeeping and other  administrative  services provided to plan participants.
Institutional  Shares of each  Portfolio are offered by separate  prospectus and
are available  only in connection  with and payments  under  variable  insurance
contracts as well as certain qualified  retirement plans. Service Shares of each
Portfolio  are  offered  by  separate  prospectus  and  are  available  only  in
connection with variable  insurance  contracts and certain qualified  retirement
plans offered by entities that require payment for  distribution and shareholder
servicing.  Because the expenses of each class may differ,  the  performance  of
each class is expected to differ. If you would like additional information about
either Institutional Shares of Service Shares, please call 1-800-525-0200.
ARSUP1299



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