JANUS ASPEN SERIES, 497, 1999-05-04

JANUS ASPEN SERIES
497, 1999-05-04

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<PAGE>

[JANUS LOGO]

Janus Aspen Series

PROSPECTUS
MAY 1, 1999
International Growth Portfolio

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

[JANUS LOGO]

Janus Aspen Series consists of eleven mutual funds (the
"Portfolios") one of which is described in this prospectus. Each
Portfolio currently offers two classes of shares. The
Institutional Shares, (the "Shares"), are sold under the name of
"Janus Aspen Series" and are offered by this prospectus in
connection with investment in and payments under variable
annuity contracts and variable life insurance contracts, as well
as certain qualified retirement plans.

Janus Aspen Series sells and redeems its Shares at net asset
value without sales charges, commissions or redemption fees.
Each variable insurance contract involves fees and expenses that
are not described in this Prospectus. See the accompanying
contract prospectus for information regarding contract fees and
expenses and any restrictions on purchases or allocations.

This prospectus contains information that a prospective
purchaser of a variable insurance contract or plan participant
should consider in conjunction with the accompanying separate
account prospectus of the specific insurance company product
before allocating purchase payments or premiums to the
Portfolio.
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
International Growth Portfolio........................... 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
International Growth Portfolio........................... 5
General portfolio policies............................... 6
Risks for International Growth Portfolio................. 8
Investment Techniques.................................... 8
MANAGEMENT OF THE PORTFOLIO
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Purchases................................................ 14
Redemptions.............................................. 14
Shareholder communications............................... 15
FINANCIAL HIGHLIGHTS........................................ 16
GLOSSARY
Glossary of investment terms............................. 17

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

INTERNATIONAL GROWTH PORTFOLIO

International Growth Portfolio is designed for long-term investors who
seek growth of capital and who can tolerate the greater risks
associated with common stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF INTERNATIONAL GROWTH PORTFOLIO?

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

- INTERNATIONAL GROWTH PORTFOLIO seeks long-term growth of capital.

The Portfolio's Trustees may change this objective without a
shareholder vote and the Portfolio will notify you of any changes
that are material. If there is a material change to the Portfolio's
objective or policies, you should consider whether the Portfolio
remains an appropriate investment for you. There is no guarantee
that the Portfolio will meet its objective.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF INTERNATIONAL GROWTH PORTFOLIO?

The portfolio managers apply a "bottom up" approach in choosing
investments. In other words, they look for companies with earnings
growth potential one at a time. If the portfolio managers are unable
to find investments with earnings growth potential, a significant
portion of the Portfolio's assets may be in cash or similar
investments.

International Growth Portfolio normally invests at least 65% of its
total assets in securities of issuers from at least five different
countries, excluding the United States. Although the Portfolio intends
to invest substantially all of its assets in issuers located outside
the United States, it may invest in U.S. issuers and it may at times
invest all of its assets in fewer than five countries, or even a
single country.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN INTERNATIONAL GROWTH PORTFOLIO?

The biggest risk is that the Portfolio's returns may vary, and you
could lose money. If you are considering investing in International
Growth Portfolio, remember that it is designed for long-term investors
who can accept the risks of investing in a portfolio with significant
common stock holdings. Common stocks tend to be more volatile than
other investment choices.

The value of the Portfolio may decrease if the value of an individual
company in the portfolio decreases. The value of the Portfolio could
also decrease if the stock market goes down. If the value of the
Portfolio decreases, its net asset value (NAV) will also decrease,
which means if you sell your shares in the Portfolio you would get
back less money.

International Growth Portfolio may have significant exposure to
foreign markets. As a result, their returns and NAV may be affected to
a large degree by fluctuations in currency exchange rates or political
or economic conditions in a particular country.

An investment in the Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

2 Janus Aspen Series
<PAGE>

The following information provides some indication of the risks of
investing in the International Growth Portfolio by showing how
International Growth Portfolio's performance has varied over time. The
bar chart depicts the change in performance from year-to-year during
the period indicated, but does not include charges and expenses
attributable to any insurance product which would lower the
performance illustrated. The Portfolio does not impose any sales or
other charges that would affect total return computations. Total
return figures include the effect of the Portfolio's expenses. The
table compares the average annual returns for the Shares of the
Portfolio for the periods indicated to a broad-based securities market
index.

INTERNATIONAL GROWTH PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for International Growth
Portfolio - Institutional Shares from 1995 through 1998:

Annual returns for periods ended 12/31

23.15% 34.71% 18.51% 17.23%
1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 16.63% Worst Quarter 3rd-1998 (17.76%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------
<TABLE>
<CAPTION>
Since Inception
1 year (5/2/94)
<S> <C> <C>
International Growth Portfolio - Institutional Shares 17.23% 18.87%
Morgan Stanley Capital International EAFE Index* 20.00% 8.11%
-----------------------------
</TABLE>

* The Morgan Stanley Capital International EAFE Index is a market
capitalization weighted index composed of companies representative
of the market structure of 20 Developed Market countries in Europe,
Australasia and the Far East.

International Growth Portfolio's past performance does not necessarily
indicate how it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

SHAREHOLDER FEES, such as sales loads, redemption fees or exchange
fees, are charged directly to an investor's account. All Janus funds
are no-load investments, so you will not pay any shareholder fees when
you buy or sell shares of the Portfolio. However, each variable
insurance contract involves fees and expenses not described in this
prospectus. See the accompanying contract prospectus for information
regarding contract fees and expenses and any restrictions on purchases
or allocations.

ANNUAL FUND OPERATING EXPENSES are paid out of the Portfolio's assets
and include fees for portfolio management, maintenance of shareholder
accounts, shareholder servicing, accounting and other services. You do
not pay these fees directly but, as the example on the next page
shows, these costs are borne indirectly by all shareholders.

<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Operating Expenses Operating Expenses
Management Other Without Waivers Total With Waivers
Fee Expenses or Reductions* Waivers and Reductions or Reductions*
<S> <C> <C> <C> <C> <C>
International Growth Portfolio 0.75% 0.20% 0.95% 0.09% 0.86%
</TABLE>

- --------------------------------------------------------------------------------
* All expenses are stated both with and without contractual waivers and
fee reductions by Janus Capital. Fee reductions for International Growth
Portfolio reduce the Management Fee to the level of Janus Overseas Fund.
Other waivers, if applicable, are first applied against the Management
Fee and then against Other Expenses. Janus Capital has agreed to
continue the waivers and fee reductions until at least the next annual
renewal of the advisory agreement.
- --------------------------------------------------------------------------------

EXAMPLE:
THE FOLLOWING EXAMPLE IS BASED ON EXPENSES WITHOUT WAIVERS OR
REDUCTIONS. This example is intended to help you compare the cost of
investing in the Portfolio with the cost of investing in other mutual
funds. The example assumes that you invest $10,000 in the Portfolio for
the time periods indicated then redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5%
return each year, and that the Portfolio's operating expenses remain the
same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------
<S> <C> <C> <C> <C>
International Growth Portfolio $97 $303 $526 $1,166
</TABLE>

4 Janus Aspen Series
<PAGE>
Investment objective, principal investment
strategies and risks

The Portfolio has a similar investment objective and similar principal
investment strategies to Janus Overseas Fund. Although it is
anticipated that the Portfolio and Janus Overseas Fund will hold
similar securities, differences in asset size, cash flow needs and
other factors may result in differences in investment performance. The
expenses of each International Growth Portfolio and Janus Overseas
Fund are expected to differ. The variable contract owner will also
bear various insurance related costs at the insurance company level.
You should review the accompanying separate account prospectus for a
summary of fees and expenses.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
International Growth Portfolio, its principal investment strategies
and certain risks of investing in International Growth Portfolio.
Strategies and policies that are noted as "fundamental" cannot be
changed without a shareholder vote.

Please carefully review the "Risks" section of this Prospectus on
pages 8-9 for a discussion of risks associated with certain investment
techniques. We've also included a Glossary with descriptions of
investment terms used throughout this Prospectus.

International Growth Portfolio seeks long-term growth of capital.
Normally, the Portfolio pursues its objective by investing at least
65% of its total assets in securities of issuers from at least five
different countries, excluding the United States. Although the
Portfolio intends to invest substantially all of its assets in issuers
located outside the United States, it may at times invest in U.S.
issuers and it may at times invest all of its assets in fewer than
five countries or even a single country.

The following questions and answers are designed to help you better understand
International Growth Portfolio's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

The Portfolio may invest substantially all of its assets in common
stocks if the portfolio managers believe that common stocks will
appreciate in value. The portfolio managers generally take a "bottom
up" approach to selecting companies. In other words, they seek to
identify individual companies with earnings growth potential that may
not be recognized by the market at large. They make this assessment by
looking at companies one at a time, regardless of size, country of
organization, place of principal business activity, or other similar
selection criteria. Realization of income is not a significant
consideration when choosing investments for the Portfolio. Income
realized on the Portfolio's investments will be incidental to its
objectives.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally, yes. The portfolio managers seek companies that meet their
selection criteria, regardless of where a company is located. 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. There are no
limitations on the countries in which the Portfolio may invest.

Investment objective, principal investment strategies and risks 5
<PAGE>

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size
and value of a company. It is computed by multiplying the current
market price of a share of the company's stock by the total number of
its shares outstanding. Although International Growth Portfolio does
not emphasize companies of any particular size, a Portfolio with a
larger asset base is more likely to invest in larger, more established
issuers.

GENERAL PORTFOLIO POLICIES

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

CASH POSITION
When the portfolio managers believe that market conditions are
unfavorable for profitable investing, or when they are otherwise
unable to locate attractive investment opportunities, the Portfolio's
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 generally are a residual - they represent
the assets that remain after the portfolio managers have committed
available assets to desirable investment opportunities. However, the
portfolio managers may also temporarily increase the Portfolio's cash
position to protect its assets or maintain liquidity.

When the Portfolio's investments in cash or similar investments
increase, it may not participate in market advances or declines to the
same extent that it would if the Portfolio remained more fully
invested in stocks or bonds.

OTHER TYPES OF INVESTMENTS
International Growth Portfolio invests primarily in domestic and
foreign equity securities, which may include preferred stocks, common
stocks, warrants and securities convertible into common or preferred
stocks. The Portfolio may also invest to a lesser degree in other
types of securities. These securities (which are described in the
Glossary) may include:

- debt securities

- indexed/structured securities

- high-yield/high-risk securities (less than 35% of the Portfolio's
assets)

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

ILLIQUID INVESTMENTS
The Portfolio may invest up to 15% of its net assets in illiquid
investments. An illiquid investment is a security or other position
that cannot be disposed of quickly in the normal course of business.
For example, some securities are not registered under U.S. securities
laws and cannot be sold to the U.S. public because of SEC regulations
(these are known as "restricted securities"). Under procedures

6 Janus Aspen Series
<PAGE>

adopted by the Portfolio's Trustees, certain restricted securities may
be deemed liquid, and will not be counted toward this 15% limit.

FOREIGN 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.

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

PORTFOLIO TURNOVER
The Portfolio generally intends to purchase securities for long-term
investment although, to a limited extent, the Portfolio may purchase
securities in anticipation of relatively short-term price gains.
Short-term transactions may also result from liquidity needs,
securities having reached a price or yield objective, changes in
interest rates or the credit standing of an issuer, or by reason of
economic or other developments not foreseen at the time of the
investment decision. 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. Changes are made in the Portfolio's holdings whenever the
portfolio manager believes such changes are desirable. Portfolio
turnover rates are generally not a factor in making buy and sell
decisions.

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. Higher costs associated with
increased portfolio turnover may offset gains in the Portfolio's
performance.

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR INTERNATIONAL GROWTH PORTFOLIO

Because the Portfolio may invest substantially all of its assets in
common stocks, the main risk is the risk that the value of the stocks
it holds might decrease in response to the activities of an individual
company or in response to general market and/or economic conditions.
If this occurs, the Portfolio's share price may also decrease. The
Portfolio's performance may also be affected by risks specific to
certain types of investments, such as foreign securities, derivative
investments, non-investment grade debt securities or companies with
relatively small market capitalizations.

The following questions and answers are designed to help you better understand
some of the risks of investing in International Growth Portfolio.

1. THE PORTFOLIO MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

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

2. HOW COULD THE PORTFOLIO'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

The Portfolio may invest without limit in foreign securities either
indirectly (e.g., depositary receipts) or directly in foreign markets.
Investments in foreign securities, including those of foreign
governments, may involve greater risks than investing in domestic
securities because the Portfolio's performance may depend on issues
other than the performance of a particular company. These issues
include:

- CURRENCY RISK. 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 if the security increases in value in its home country. U.S.
dollar denominated securities of foreign issuers may also be
affected by currency risk.

- POLITICAL AND ECONOMIC RISK. Foreign investments may be subject to
heightened political and economic risks, particularly in emerging
markets which may have relatively unstable governments, immature
economic structures, national policies restricting investments by
foreigners, different legal systems, 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.

- REGULATORY RISK. There may be less government supervision of foreign
markets. As a result, foreign issuers may not be subject to the
uniform accounting, auditing and financial reporting standards and
practices applicable to domestic issuers and there may be less
publicly available information about foreign issuers.

- MARKET RISK. Foreign securities markets, particularly those of
emerging market 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.

8 Janus Aspen Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

3. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

High-yield/high-risk securities (or "junk" bonds) are securities rated
below investment grade by the primary rating agencies such as Standard
& Poor's and Moody's. The value of lower quality securities generally
is more dependent on credit risk, or the ability of the issuer to meet
interest and principal payments, than investment grade debt
securities. Issuers of high-yield securities may not be as strong
financially as those issuing bonds with higher credit ratings and are
more vulnerable to real or perceived economic changes, political
changes or adverse developments specific to the issuer.

4. HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?

The Portfolio may use futures, options and other derivative
instruments to "hedge" or protect its portfolio from adverse 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. The portfolio managers
believe the use of these instruments will benefit the Portfolio.
However, the Portfolio's performance could be worse than if the
Portfolio had not used such instruments if the portfolio managers'
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

5. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

The portfolio managers carefully research each potential investment
before making an investment decision and, among other things, consider
Year 2000 readiness when selecting portfolio holdings. However, there
is no guarantee that the information the portfolio managers receive
regarding a company's Year 2000 readiness is completely accurate. If a
company has not satisfactorily addressed Year 2000 issues, the
Portfolio's performance could suffer.

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the portfolio

INVESTMENT ADVISER

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

Janus Capital began serving as investment adviser to Janus Fund in
1970 and currently serves as investment adviser to all of the Janus
retail funds, acts as sub-adviser for a number of private-label mutual
funds and provides separate account advisory services for
institutional accounts.

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

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

MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Portfolio Percentage (%) Percentage (%)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
International Growth Portfolio First $300 Million 0.75 N/A(1)
Next $200 Million 0.70
Over $500 Million 0.65
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to reduce International Growth Portfolio's
management fee to the extent that such fee exceeds the effective rate of
Janus Overseas Fund. Janus Capital has agreed to continue such waivers until
at least the next annual renewal of the advisory contracts. The effective
rate is the management 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 Overseas Fund, was 0.66%, for the quarter ended
March 31, 1999.

10 Janus Aspen Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

LAURENCE J. CHANG
- --------------------------------------------------------------------------------
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. He is
also assistant portfolio manager for Worldwide Growth Portfolio
and Janus Worldwide Fund. Mr. Chang joined Janus Capital in 1993
after receiving a Masters Degree in Political Science from
Stanford University. He is a Chartered Financial Analyst.

HELEN YOUNG HAYES
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Worldwide
Growth Portfolio and co-manager of International Growth
Portfolio, which she has managed or co-managed since inception.
Ms. Hayes joined Janus Capital in 1987 and has managed or
co-managed Janus Worldwide Fund and Janus Overseas Fund since
their inceptions. She holds a Bachelor of Arts in Economics from
Yale University and is a Chartered Financial Analyst.

Management of the portfolio 11
<PAGE>
Other information

CLASSES OF SHARES

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

CONFLICTS OF INTEREST

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

YEAR 2000

Preparing for Year 2000 is a high priority for Janus Capital, which
has established a dedicated group to address this issue. Janus Capital
has devoted considerable internal resources and has engaged one of the
foremost experts in the field to help achieve Year 2000 readiness.
Janus Capital does not anticipate that Year 2000-related issues will
have a material impact on its ability to continue to provide the
Portfolio with service at current levels; however, Janus Capital
cannot make any assurances that the steps it has taken to ensure Year
2000 readiness will be successful. In addition, there can be no
assurance that Year 2000 issues will not affect the companies in which
the Portfolio invests or worldwide markets and economies.

12 Janus Aspen Series
<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 on
its investments annually. The Portfolio's income from dividends and
interest and any net realized short-term gains are paid to
shareholders as ordinary income dividends. Net realized long-term
gains are paid to shareholders as capital gains distributions.

Each class of the Portfolio makes semi-annual distributions in June
and December of substantially all of its investment income and an
annual distribution in June of its net realized gains, if any. All
dividends and capital gains distributions from Shares of the Portfolio
will automatically be reinvested into additional Shares of the
Portfolio.

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Portfolio, regardless of how long the shares have
been held. Undistributed income and realized gains are included in the
daily NAV of the Portfolio's Shares. The Share price of the Portfolio
drops by the amount of the distribution, net of any subsequent market
fluctuations. For example, assume that on December 31, the Shares of
International Growth Portfolio declared a dividend in the amount of
$0.25 per share. If the price of International Growth 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 59 1/2, a 10% penalty tax. The tax
status of your investment depends on the features of your qualified
plan or variable insurance contract. Further information may be found
in your plan documents or in the prospectus of the separate account
offering such contract.

TAXATION OF THE PORTFOLIO

Dividends, interest and some gains received by the Portfolio on
foreign securities may be subject to withholding of foreign taxes. The
Portfolio may from year to year make the election permitted under
Section 853 of the Internal Revenue Code to pass through such taxes to
shareholders. If such election is not made, any foreign taxes paid or
accrued will represent an expense to the Portfolio which will reduce
its investment income.

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.

Distributions and taxes 13
<PAGE>
Shareholder's guide

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

PRICING OF PORTFOLIO SHARES

Investments will be processed at the NAV next determined after an
order is received and accepted by the Portfolio or its agent. In order
to receive a day's price, your order must be received by the close of
the regular trading session of the New York Stock Exchange any day
that the NYSE is open. Securities are valued at market value or, if a
market quotation is not readily available, at their fair value
determined in good faith under procedures established by and under the
supervision of the Trustees. Short-term instruments maturing within 60
days are valued at amortized cost, which approximates market value.
See the SAI for more detailed information.

To the extent the Portfolio holds securities that are primarily listed
on foreign exchanges that trade on weekends or other days when the
Portfolio does not price its shares, the NAV of the Portfolio's shares
may change on days when shareholders will not be able to purchase or
redeem the Portfolio's shares.

PURCHASES

Purchases of Shares may be made only by the separate accounts of
insurance companies for the purpose of funding variable insurance
contracts or by qualified plans. Refer to the prospectus of the
appropriate insurance company separate account or your plan documents
for information on how to invest in the Shares of the Portfolio.
Participating insurance companies and certain other designated
organizations are authorized to receive purchase orders on the
Portfolio's behalf.

The Portfolio reserves the right to reject any specific purchase
order. Purchase orders may be refused if, in Janus Capital's opinion,
they are of a size that would disrupt the management of the Portfolio.
Although there is no present intention to do so, the Portfolio may
discontinue sales of its shares if management and the Trustees believe
that continued sales may adversely affect the Portfolio's ability to
achieve its investment objective. If sales of the Portfolio's Shares
are discontinued, it is expected that existing policy owners and plan
participants invested in the Portfolio would be permitted to continue
to authorize investment in the Portfolio and to reinvest any dividends
or capital gains distributions, absent highly unusual circumstances.

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 or its agent.
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.

14 Janus Aspen Series
<PAGE>

SHAREHOLDER COMMUNICATIONS

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

Shareholder's guide 15
<PAGE>
Financial highlights

The financial highlights tables are intended to help you understand
the Institutional Shares' financial performance for each of the five
most recent fiscal years. Items 1 through 9 reflect financial results
for a single Share. Total return in the tables represents the rate
that an investor would have earned (or lost) on an investment in each
of the Institutional Shares of the Portfolio (assuming reinvestment of
all dividends and distributions) but does not include charges and
expenses attributable to any insurance product. This information has
been audited by PricewaterhouseCoopers LLP, whose report, along with
the Portfolio financial statements, is included in the Annual Report,
which is available upon request and incorporated by reference into the
SAI.

<TABLE>
<CAPTION>
INTERNATIONAL GROWTH PORTFOLIO - INSTITUTIONAL SHARES
- ------------------------------------------------------------------------------------------------------------------------
Periods ending December 31
1998 1997 1996 1995 1994(1)
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $18.48 $15.72 $11.95 $9.72 $10.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.13 0.11 0.05 0.09 (0.09)
3. Net gains or losses on securities (both realized and
unrealized) 3.07 2.80 4.06 2.16 (0.19)
4. Total from investment operations 3.20 2.91 4.11 2.25 (0.28)
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.14) (0.11) (0.11) (0.02) --
6. Dividends (in excess of net investment income) -- -- -- -- --
7. Tax return of capital distributions -- -- -- -- --
8. Distributions (from capital gains) -- (0.01) (0.23) -- --
9. Distributions (in excess of realized gains) (0.27) (0.03) -- -- --
10. Total distributions (0.41) (0.15) (0.34) (0.02) --
11. NET ASSET VALUE, END OF PERIOD $21.27 $18.48 $15.72 $11.95 $9.72
12. Total return* 17.23% 18.51% 34.71% 23.15% (2.80%)
13. Net assets, end of period (in thousands) $311,110 $161,091 $27,192 $1,608 $1,353
14. Average net assets for the period (in thousands) $234,421 $96,164 $7,437 $1,792 $1,421
15. Ratio of gross expenses to average net assets** 0.86%(6) 0.96%(5) 1.26%(4) 2.69%(3) N/A
16. Ratio of net expenses to average net assets** 0.86% 0.96% 1.25% 2.50% 2.50%(2)
17. Ratio of net investment income to average net assets** 0.73% 0.70% 0.62% (0.80%) (1.30%)
18. Portfolio turnover rate** 93% 86% 65% 211% 275%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.
(1) May 1, 1994 (inception) through December 31, 1994.
(2) The ratio was 4.67% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Overseas Fund.
(3) The ratio was 3.57% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Overseas Fund.
(4) The ratio was 2.21% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Overseas Fund.
(5) The ratio was 1.08% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Overseas Fund.
(6) The ratio was 0.95% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Overseas Fund.

16 Janus Aspen Series
<PAGE>
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 objectives 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 of the bond) at a
specified maturity and to make scheduled interest payments.

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

COMMON STOCKS are equity securities representing shares of ownership
in a company and usually carry 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.

DEBT SECURITIES are securities representing money borrowed that must
be repaid at a later date. Such securities have specific maturities
and usually a specific rate of interest or an original purchase
discount.

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

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

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

MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
mortgages or other debt. These securities are generally pass-through
securities, which means that principal and interest payments on the
underlying securities (less servicing fees) are passed through to
shareholders on a pro rata basis. These securities involve prepayment
risk, which is the risk that the underlying mortgages or other debt
may be refinanced or paid off prior to their maturities during periods
of declining interest rates. In that case, the 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

Glossary of investment terms 17
<PAGE>

income includes dividends, interest, royalties, rents and annuities.
To avoid taxes and interest that the Portfolio must pay if these
investments are profitable, the Portfolio may make various elections
permitted by the tax laws. These elections could require that the
Portfolio recognize taxable income, which in turn must be distributed,
before the securities are sold and before cash is received to pay the
distributions.

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 STOCKS are equity securities that generally pay dividends at
a specified rate and have preference over common stock in the payment
of dividends and liquidation. Preferred stock generally does not carry
voting rights.

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

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

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

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

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

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

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

18 Janus Aspen Series
<PAGE>

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 bear
the risk of market value fluctuations in 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 regular 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.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

FORWARD CONTRACTS are contracts to purchase or sell a specified amount
of a financial instrument 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. It may also enter into
forward contracts to purchase or sell securities or other financial
indices.

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

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

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

INVERSE FLOATERS are debt instruments whose interest rate bears an
inverse relationship to the interest rate on another instrument or
index. For example, upon reset the interest rate payable on a security
may go down when the underlying index has risen. Certain inverse
floaters may have an interest rate reset

Glossary of investment terms 19
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

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

20 Janus Aspen Series
<PAGE>

[JANUS LOGO]

1-800-29JANUS
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting your plan sponsor or visiting our Web site at
janus.com. In the Portfolio's Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Portfolio's performance during its last
fiscal year. Other information is also available from financial
intermediaries that sell Shares of the Portfolio.
The Statement of Additional Information provides detailed
information about the Portfolio and is incorporated into this
Prospectus by reference. You may review the Portfolio's Statement of
Additional Information at the Public Reference Room of the SEC or
get text only copies for a fee, by writing to or calling the Public
Reference Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You
may obtain the Statement of Additional Information for free from the
SEC's Web site at http://www.sec.gov.

Investment Company Act File No. 811-7736
<PAGE>

[JANUS LOGO]

Janus Aspen Series

PROSPECTUS
MAY 1, 1999
Growth Portfolio
Aggressive Growth Portfolio
International Growth Portfolio
Worldwide Growth Portfolio
Balanced Portfolio

[JANUS LOGO]

This prospectus describes five mutual funds (the "Portfolios")
with a variety of investment objectives, including growth of
capital and a combination of growth and income. Each Portfolio
of Janus Aspen Series currently offers two classes of shares.
The Institutional Shares, (the "Shares"), are sold under the
name of "Janus Aspen Series" and are offered by this prospectus
in connection with investment in and payments under variable
annuity contracts and variable life insurance contracts, as well
as certain qualified retirement plans.

Janus Aspen Series sells and redeems its Shares at net asset
value without sales charges, commissions or redemption fees.
Each variable insurance contract involves fees and expenses that
are not described in this Prospectus. Certain Portfolios may not
be available in connection with a particular contract and
certain contracts may limit allocations among the Portfolios.
See the accompanying contract prospectus for information
regarding contract fees and expenses and any restrictions on
purchases or allocations.

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Growth Portfolios........................................ 2
Balanced Portfolio....................................... 6
Fees and expenses........................................ 8
INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Growth Portfolios........................................ 9
Balanced Portfolio....................................... 11
General portfolio policies............................... 12
Risks for Growth, Global Growth and Balanced
Portfolios............................................... 14
Investment Techniques.................................... 14
MANAGEMENT OF THE PORTFOLIOS
Investment adviser....................................... 16
Management expenses and expense limits................... 16
Investment personnel..................................... 17
OTHER INFORMATION........................................... 19
DISTRIBUTIONS AND TAXES
Distributions............................................ 20
Taxes.................................................... 20
SHAREHOLDER'S GUIDE
Purchases................................................ 21
Redemptions.............................................. 21
Shareholder communications............................... 22
FINANCIAL HIGHLIGHTS........................................ 23
GLOSSARY
Glossary of investment terms............................. 28

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

GROWTH PORTFOLIOS

The Growth Portfolios are designed for long-term investors who seek
growth of capital and who can tolerate the greater risks associated
with common stock investments.

1. WHAT ARE THE INVESTMENT OBJECTIVES OF THE GROWTH PORTFOLIOS?

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

DOMESTIC GROWTH PORTFOLIOS

- GROWTH PORTFOLIO seeks long-term growth of capital in a manner
consistent with the preservation of capital.

- AGGRESSIVE GROWTH PORTFOLIO seeks long-term growth of capital.

GLOBAL GROWTH PORTFOLIOS

- INTERNATIONAL GROWTH PORTFOLIO seeks long-term growth of capital.

- WORLDWIDE GROWTH PORTFOLIO seeks long-term growth of capital in a
manner consistent with the preservation of capital.

The Portfolios' Trustees may change these objectives without a
shareholder vote and the Portfolios will notify you of any changes
that are material. If there is a material change to a Portfolio's
objective or policies, you should consider whether that Portfolio
remains an appropriate investment for you. There is no guarantee
that a Portfolio will meet its objective.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF THE GROWTH PORTFOLIOS?

The portfolio managers apply a "bottom up" approach in choosing
investments. In other words, they look for companies with earnings
growth potential one at a time. If a portfolio manager is unable to
find investments with earnings growth potential, a significant portion
of a Portfolio's assets may be in cash or similar investments.

GROWTH PORTFOLIO invests primarily in common stocks selected for their
growth potential. Although the Portfolio can invest in companies of
any size, it generally invests in larger, more established companies.

AGGRESSIVE GROWTH PORTFOLIO invests primarily in common stocks
selected for their growth potential, and normally invests at least 50%
of its equity assets in medium-sized companies.

INTERNATIONAL GROWTH PORTFOLIO normally invests at least 65% of its
total assets in securities of issuers from at least five different
countries, excluding the United States. Although the Portfolio intends
to invest substantially all of its assets in issuers located outside
the United States, it may invest in U.S. issuers and it may at times
invest all of its assets in fewer than five countries, or even a
single country.

WORLDWIDE GROWTH PORTFOLIO invests primarily in common stocks of
companies of any size throughout the world. The Portfolio normally
invests in issuers from at least five different countries, including
the United States. The Portfolio may at times invest in fewer than
five countries or even a single country.

2 Janus Aspen Series
<PAGE>

3. WHAT ARE THE MAIN RISKS OF INVESTING IN THE GROWTH PORTFOLIOS?

The biggest risk is that the Portfolios' returns may vary, and you
could lose money. If you are considering investing in any of the
Growth Portfolios, remember that they are each designed for long-term
investors who can accept the risks of investing in a portfolio with
significant common stock holdings. Common stocks tend to be more
volatile than other investment choices.

The value of a Portfolio may decrease if the value of an individual
company in the portfolio decreases. The value of a Portfolio could
also decrease if the stock market goes down. If the value of a
Portfolio decreases, its net asset value (NAV) will also decrease,
which means if you sell your shares in a Portfolio you would get back
less money.

INTERNATIONAL GROWTH PORTFOLIO AND WORLDWIDE GROWTH PORTFOLIO may have
significant exposure to foreign markets. As a result, their returns
and NAV may be affected to a large degree by fluctuations in currency
exchange rates or political or economic conditions in a particular
country.

AGGRESSIVE GROWTH PORTFOLIO is nondiversified. In other words, it may
hold larger positions in a smaller number of securities than a
diversified fund. As a result, a single security's increase or
decrease in value may have a greater impact on a Portfolio's NAV and
total return.

An investment in these Portfolios is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

The following information provides an indication of the risks of
investing in the Growth Portfolios by showing how each of the Growth
Portfolios' performance has varied over time. The bar charts depict
the change in performance from year-to-year during the period
indicated, but do not include charges and expenses attributable to any
insurance product which would lower the performance illustrated. The
Portfolios do not impose any sales or other charges that would affect
total return computations. Total return figures include the effect of
each Portfolio's expenses. The tables compare the average annual
returns for the Shares of each Portfolio for the periods indicated to
a broad-based securities market index.

Risk return summary 3
<PAGE>

GROWTH PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Growth Portfolio -
Institutional Shares from 1994 through 1998:

Annual returns for periods ended 12/31

2.76% 30.17% 18.45% 22.75% 35.66%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 27.71% Worst Quarter 3rd-1998 (10.92%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------
<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Growth Portfolio - Institutional Shares 35.66% 21.41% 20.91%
S&P 500 Index* 28.74% 24.08% 23.06%
----------------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500 Stocks,
a widely recognized, unmanaged index of common stock prices.

AGGRESSIVE GROWTH PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Aggressive Growth
Portfolio - Institutional Shares from 1994 through 1998:

Annual returns for periods ended 12/31

16.33% 27.48% 7.95% 12.66% 34.26%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 34.65% Worst Quarter 3rd-1998 (14.98%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------
<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Aggressive Growth Portfolio - Institutional Shares 34.26% 19.35% 21.96%
S&P 400 Mid Cap Index* 18.25% 18.67% 18.06%
----------------------------------------
</TABLE>

* The S&P 400 Mid Cap Index is an unmanaged group of 400 domestic
stocks chosen for their market size, liquidity and industry group
representation.

4 Janus Aspen Series
<PAGE>

INTERNATIONAL GROWTH PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for International Growth
Portfolio - Institutional Shares from 1995 through 1998:

Annual returns for periods ended 12/31

23.15% 34.71% 18.51% 17.23%
1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 16.63% Worst Quarter 3rd-1998 (17.76%)

WORLDWIDE GROWTH PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Worldwide Growth
Portfolio - Institutional Shares from 1994 through 1998:

Annual returns for periods ended 12/31

1.53% 27.37% 29.04% 22.15% 28.92%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 20.87% Worst Quarter 3rd-1998 (16.03%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------
<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Worldwide Growth Portfolio - Institutional Shares 28.92% 21.32% 24.06%
Morgan Stanley International Worldwide Index* 24.34% 15.68% 14.39%
----------------------------------------
</TABLE>

* The Morgan Stanley International Worldwide Index is a market
capitalization weighted index composed of countries representative
of the market structure of 47 Developed and Emerging Markets.

The Growth Portfolios' past performance does not necessarily indicate
how they will perform in the future.

Risk return summary 5
<PAGE>

BALANCED PORTFOLIO

The Balanced Portfolio is designed for investors who primarily seek
growth of capital with current income. It is not designed for
investors who desire a consistent level of income.

1. WHAT IS THE INVESTMENT OBJECTIVE OF BALANCED PORTFOLIO?

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

- BALANCED PORTFOLIO seeks long-term capital growth, consistent
with preservation of capital and balanced by current income.

The Trustees may change this objective without a shareholder vote and
the Portfolio will notify you of any changes that are material. If
there is a material change to the Portfolio's objective or policies,
you should consider whether the Portfolio remains an appropriate
investment for you. There is no guarantee that the Portfolio will meet
its objective.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF THE BALANCED PORTFOLIO?

The portfolio manager applies a "bottom up" approach in choosing
investments. In other words, he looks mostly for equity and
income-producing securities that meet his investment criteria one at a
time. If the portfolio manager is unable to find such investments,
much of the Portfolio's assets may be in cash or similar investments.

Balanced Portfolio normally invests 40-60% of its assets in securities
selected primarily for their growth potential and 40-60% of its assets
in securities selected primarily for their income potential. The
Portfolio will normally invest at least 25% of its assets in
fixed-income securities.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN BALANCED PORTFOLIO?

The biggest risk is that the Portfolio's returns may vary, and you
could lose money. If you are considering investing in Balanced
Portfolio, remember that it is designed for long-term investors who
can accept the risks of investing in a portfolio with significant
common stock holdings. Common stocks tend to be more volatile than
other investment choices.

The value of the Portfolio may decrease if the value of an individual
company in the portfolio decreases. The value of the Portfolio could
also decrease if the stock market goes down. If the value of the
Portfolio decreases, its NAV will also decrease, which means if you
sell your shares in the Portfolio you would get back less money.

The income component of the Portfolio's holdings includes fixed-income
securities. A fundamental risk to the income component is that the
value of these securities will fall if interest rates rise. Generally,
the value of a fixed-income portfolio will decrease when interest
rates rise, which means the Portfolio's NAV may likewise decrease.
Another fundamental risk associated with fixed-income securities is
credit risk, which is the risk that an issuer of a bond will be unable
to make principal and interest payments when due.

An investment in the Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

6 Janus Aspen Series
<PAGE>

The following information provides an indication of the risks of
investing in Balanced Portfolio by showing how Balanced Portfolio's
performance has varied over time. The bar chart depicts the change in
performance from year-to-year during the period indicated, but do not
include charges and expenses attributable to any insurance product
which would lower the performance illustrated. The Portfolio does not
impose any sales or other charges that would affect total return
computations. Total return figures include the effect of each
Portfolio's expenses. The table compares the average annual returns
for the Shares of the Portfolio for the period indicated to a
broad-based securities market index.

BALANCED PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Balanced Portfolio -
Institutional Shares from 1994 through 1998:

Annual returns for periods ended 12/31

0.84% 24.79% 16.18% 22.10% 34.28%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 20.32% Worst Quarter 3rd-1998 (4.97%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------
<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Balanced Portfolio - Institutional Shares 34.28% 19.11% 19.53%
S&P 500 Index* 28.74% 24.08% 23.06%
Lehman Brothers Gov't/Corp Bond Index** 9.47% 7.30% 6.90%
----------------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500 Stocks,
a widely recognized, unmanaged index of common stock prices.
** Lehman Brothers Gov't/Corp Bond Index is composed of all bonds that
are of investment grade with at least one year until maturity.

Balanced Portfolio's past performance does not necessarily indicate
how it will perform in the future.

Risk return summary 7
<PAGE>

FEES AND EXPENSES

SHAREHOLDER FEES, such as sales loads, redemption fees or exchange
fees, are charged directly to an investor's account. All Janus funds
are no-load investments, so you will not pay any shareholder fees when
you buy or sell shares of the Portfolios. However, each variable
insurance contract involves fees and expenses not described in this
prospectus. See the accompanying contract prospectus for information
regarding contract fees and expenses and any restrictions on purchases
or allocations.

ANNUAL FUND OPERATING EXPENSES are paid out of a Portfolio's assets
and include fees for portfolio management, maintenance of shareholder
accounts, shareholder servicing, accounting and other services. You do
not pay these fees directly but, as the example on the next page
shows, these costs are borne indirectly by all shareholders.

This table and example are designed to assist participants in
qualified plans that invest in the Shares of the Portfolios in
understanding the fees and expenses that you may pay as an investor in
the Shares. The information shown is based upon gross expenses
(without the effect of expense offset arrangements) for the fiscal
year ended December 31, 1998. OWNERS OF VARIABLE INSURANCE CONTRACTS
THAT INVEST IN THE SHARES SHOULD REFER TO THE VARIABLE INSURANCE
CONTRACT PROSPECTUS FOR A DESCRIPTION OF FEES AND EXPENSES, AS THE
TABLE AND EXAMPLE DO NOT REFLECT DEDUCTIONS AT THE SEPARATE ACCOUNT
LEVEL OR CONTRACT LEVEL FOR ANY CHARGES THAT MAY BE INCURRED UNDER A
CONTRACT.
<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Operating Expenses Operating Expenses
Management Other Without Waivers Total With Waivers
Fee Expenses or Reductions* Waivers and Reductions or Reductions*
<S> <C> <C> <C> <C> <C>
Growth Portfolio 0.72% 0.03% 0.75% 0.07% 0.68%
Aggressive Growth Portfolio 0.72% 0.03% 0.75% N/A 0.75%
International Growth Portfolio 0.75% 0.20% 0.95% 0.09% 0.86%
Worldwide Growth Portfolio 0.67% 0.07% 0.74% 0.02% 0.72%
Balanced Portfolio 0.72% 0.02% 0.74% N/A 0.74%
</TABLE>

- --------------------------------------------------------------------------------
* All expenses are stated both with and without contractual waivers and
fee reductions by Janus Capital. Fee reductions for Growth, Aggressive
Growth, International Growth, Worldwide Growth, and Balanced Portfolios
reduce the Management Fee to the level of the corresponding Janus retail
fund. Other waivers, if applicable, are first applied against the
Management Fee and then against Other Expenses. Janus Capital has agreed
to continue the waivers and fee reductions until at least the next
annual renewal of the advisory agreement.
- --------------------------------------------------------------------------------

EXAMPLE:
THE FOLLOWING EXAMPLE IS BASED ON EXPENSES WITHOUT WAIVERS OR
REDUCTIONS. This example is intended to help you compare the cost of
investing in the Portfolios with the cost of investing in other mutual
funds. The example assumes that you invest $10,000 in each of the
Portfolios for the time periods indicated then redeem all of your shares
at the end of those periods. The example also assumes that your
investment has a 5% return each year, and that the Portfolios' operating
expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------
<S> <C> <C> <C> <C>
Growth Portfolio $77 $240 $417 $ 930
Aggressive Growth Portfolio $77 $240 $417 $ 930
International Growth Portfolio $97 $303 $526 $1,166
Worldwide Growth Portfolio $76 $237 $411 $ 918
Balanced Portfolio $76 $237 $411 $ 918
</TABLE>

8 Janus Aspen Series
<PAGE>
Investment objectives, principal investment
strategies and risks

Each of the Portfolios has a similar investment objective and similar
principal investment strategies to a Janus retail fund:

<TABLE>
<S> <C>
Growth Portfolio Janus Fund
Aggressive Growth Portfolio Janus Enterprise Fund
International Growth Portfolio Janus Overseas Fund
Worldwide Growth Portfolio Janus Worldwide Fund
Balanced Portfolio Janus Balanced Fund
</TABLE>

Although it is anticipated that each Portfolio and its corresponding
retail fund will hold similar securities, differences in asset size,
cash flow needs and other factors may result in differences in
investment performance. The expenses of each Portfolio and its
corresponding retail fund are expected to differ. The variable
contract owner will also bear various insurance related costs at the
insurance company level. You should review the accompanying separate
account prospectus for a summary of fees and expenses.

GROWTH PORTFOLIOS

This section takes a closer look at the investment objectives of each
of the Growth Portfolios, their principal investment strategies and
certain risks of investing in the Growth Portfolios. Strategies and
policies that are noted as "fundamental" cannot be changed without a
shareholder vote.

Please carefully review the "Risks" section of this Prospectus on
pages 14-15 for a discussion of risks associated with certain
investment techniques. We've also included a Glossary with
descriptions of investment terms used throughout this Prospectus.

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

DOMESTIC GROWTH PORTFOLIOS

GROWTH PORTFOLIO
Growth Portfolio seeks long-term growth of capital in a manner
consistent with the preservation of capital. It pursues its objective
by investing primarily in common stocks selected for their growth
potential. Although the Portfolio can invest in companies of any size,
it generally invests in larger, more established companies.

AGGRESSIVE GROWTH PORTFOLIO
Aggressive Growth Portfolio seeks long-term growth of capital. It
pursues its objective by investing primarily in common stocks selected
for their growth potential, and normally invests at least 50% of its
equity assets in medium-sized companies. Medium-sized companies are
those whose market capitalizations fall within the range of companies
in the S&P MidCap 400 Index. Market capitalization is a commonly used
measure of the size and value of a company. The market capitalizations
within the Index will vary, but as of December 31, 1998, they ranged
from approximately $142 million to $73 billion.

Investment objectives, principal investment strategies and risks 9
<PAGE>

GLOBAL GROWTH PORTFOLIOS

INTERNATIONAL GROWTH PORTFOLIO
International Growth Portfolio seeks long-term growth of capital.
Normally, the Portfolio pursues its objective by investing at least
65% of its total assets in securities of issuers from at least five
different countries, excluding the United States. Although the
Portfolio intends to invest substantially all of its assets in issuers
located outside the United States, it may at times invest in U.S.
issuers and it may at times invest all of its assets in fewer than
five countries or even a single country.

WORLDWIDE GROWTH PORTFOLIO
Worldwide Growth Portfolio seeks long-term growth of capital in a
manner consistent with the preservation of capital. It pursues its
objective by investing primarily in common stocks of companies of any
size throughout the world. The Portfolio normally invests in issuers
from at least five different countries, including the United States.
The Portfolio may at times invest in fewer than five countries or even
a single country.

The following questions and answers are designed to help you better understand
the Growth Portfolios' principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

Each of the Portfolios may invest substantially all of its assets in
common stocks if its portfolio manager believes that common stocks
will appreciate in value. The portfolio managers generally take a
"bottom up" approach to selecting companies. In other words, they seek
to identify individual companies with earnings growth potential that
may not be recognized by the market at large. They make this
assessment by looking at companies one at a time, regardless of size,
country of organization, place of principal business activity, or
other similar selection criteria. Realization of income is not a
significant consideration when choosing investments for the
Portfolios. Income realized on the Portfolios' investments will be
incidental to their objectives.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

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

10 Janus Aspen Series
<PAGE>

BALANCED PORTFOLIO

This section takes a closer look at the investment objective of
Balanced Portfolio, its principal investment strategies and certain
risks of investing in Balanced Portfolio. Strategies and policies that
are noted as "fundamental" cannot be changed without a shareholder
vote.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

Balanced Portfolio seeks long-term capital growth, consistent with
preservation of capital and balanced by current income. It pursues its
objective by normally investing 40-60% of its assets in securities
selected primarily for their growth potential and 40-60% of its assets
in securities selected primarily for their income potential. This
Portfolio normally invests at least 25% of its assets in fixed-income
securities.

The following questions and answers are designed to help you better understand
the Balanced Portfolio's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED FOR BALANCED PORTFOLIO IN COMPARISON TO THE
GROWTH PORTFOLIOS?

Because income is a part of the investment objective of Balanced
Portfolio, the portfolio manager may consider dividend-paying
characteristics to a greater degree in selecting common stocks for
this Portfolio.

2. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF BALANCED
PORTFOLIO'S HOLDINGS?

Balanced Portfolio shifts assets between the growth and income
components of their holdings 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, the Portfolio will place a greater emphasis on the growth
component.

3. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF BALANCED PORTFOLIO'S
INVESTMENTS?

The growth component of Balanced Portfolio's investments is expected
to consist primarily of common stocks, but may also include warrants,
preferred stocks or convertible securities selected primarily for
their growth potential.

4. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF BALANCED PORTFOLIO'S
HOLDINGS?

The income component of Balanced Portfolio will consist of securities
that the portfolio manager believes have income potential. Such
securities may include equity securities, convertible securities and
all types of debt securities. Equity securities may be included in the
income component of the 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.

Investment objectives, principal investment strategies and risks 11
<PAGE>

GENERAL PORTFOLIO POLICIES

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

CASH POSITION
When a portfolio manager believes that market conditions are
unfavorable for profitable investing, or when he or she is otherwise
unable to locate attractive investment opportunities, the Portfolios'
cash or similar investments may increase. In other words, the
Portfolios do not always stay fully invested in stocks and bonds. Cash
or similar investments generally are a residual - they represent the
assets that remain after a portfolio manager has committed available
assets to desirable investment opportunities. However, a portfolio
manager may also temporarily increase a Portfolio's cash position to
protect its assets or maintain liquidity. Partly because the portfolio
managers act independently of each other, the cash positions of the
Portfolios may vary significantly.

When a Portfolio's investments in cash or similar investments
increase, it may not participate in market advances or declines to the
same extent that it would if the Portfolio remained more fully
invested in stocks or bonds.

OTHER TYPES OF INVESTMENTS
The Growth and Global Growth Portfolios invest primarily in domestic
and foreign equity securities, which may include preferred stocks,
common stocks, warrants and securities convertible into common or
preferred stocks. The Balanced Portfolio also invests in domestic and
foreign equity securities with varying degrees of emphasis on income.
The Portfolios may also invest to a lesser degree in other types of
securities. These securities (which are described in the Glossary) may
include:

- debt securities

- indexed/structured securities

- high-yield/high-risk securities (less than 35% of each Portfolio's
assets)

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

ILLIQUID INVESTMENTS
Each Portfolio may invest up to 15% of its net assets in illiquid
investments. An illiquid investment is a security or other position
that cannot be disposed of quickly in the normal course of business.
For example, some securities are not registered under U.S. securities
laws and cannot be sold to the U.S. public because of SEC regulations
(these are known as "restricted securities"). Under procedures adopted
by the Portfolios' Trustees, certain restricted securities may be
deemed liquid, and will not be counted toward this 15% limit.

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

12 Janus Aspen Series
<PAGE>

States. Other ways of investing in foreign securities include
depositary receipts or shares, and passive foreign investment
companies.

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

PORTFOLIO TURNOVER
The Portfolios generally intend to purchase securities for long-term
investment although, to a limited extent, a Portfolio may purchase
securities in anticipation of relatively short-term price gains.
Short-term transactions may also result from liquidity needs,
securities having reached a price or yield objective, changes in
interest rates or the credit standing of an issuer, or by reason of
economic or other developments not foreseen at the time of the
investment decision. A Portfolio may also sell one security and
simultaneously purchase the same or a comparable security to take
advantage of short-term differentials in bond yields or securities
prices. Changes are made in a Portfolio's holdings whenever its
portfolio manager believes such changes are desirable. Portfolio
turnover rates are generally not a factor in making buy and sell
decisions.

Investment objectives, principal investment strategies and risks 13
<PAGE>

RISKS FOR GROWTH, GLOBAL GROWTH AND BALANCED PORTFOLIOS

Because the Portfolios may invest substantially all of their assets in
common stocks, the main risk is the risk that the value of the stocks
they hold might decrease in response to the activities of an
individual company or in response to general market and/or economic
conditions. If this occurs, a Portfolio's share price may also
decrease. A Portfolio's performance may also be affected by risks
specific to certain types of investments, such as foreign securities,
derivative investments, non-investment grade debt securities or
companies with relatively small market capitalizations.

The following questions and answers are designed to help you better understand
some of the risks of investing in the Growth, Global Growth and Balanced
Portfolios.

1. THE PORTFOLIOS MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW DOES THE NONDIVERSIFIED STATUS OF AGGRESSIVE GROWTH PORTFOLIO AFFECT ITS
RISK?

Diversification is a way to reduce risk by investing in a broad range
of stocks or other securities. A "nondiversified" portfolio has the
ability to take larger positions in a smaller number of issuers.
Because the appreciation or depreciation of a single stock may have a
greater impact on the NAV of a nondiversified portfolio, its share
price can be expected to fluctuate more than a comparable diversified
portfolio. This fluctuation, if significant, may affect the
performance of the Portfolio.

3. HOW COULD THE PORTFOLIOS' INVESTMENTS IN FOREIGN SECURITIES AFFECT THEIR
PERFORMANCE?

The Portfolios may invest without limit in foreign securities either
indirectly (e.g., depositary receipts) or directly in foreign markets.
Investments in foreign securities, including those of foreign
governments, may involve greater risks than investing in domestic
securities because the Portfolios' performance may depend on issues
other than the performance of a particular company. These issues
include:

- CURRENCY RISK. As long as a Portfolio holds a foreign security, its
value will be affected by the value of the local currency relative
to the U.S. dollar. When a Portfolio sells a foreign denominated
security, its value may be worth less in U.S. dollars even if the
security increases in value in its home country. U.S. dollar
denominated securities of foreign issuers may also be affected by
currency risk.

14 Janus Aspen Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

5. HOW DO THE PORTFOLIOS TRY TO REDUCE RISK?

The Portfolios may use futures, options and other derivative
instruments to "hedge" or protect their portfolios from adverse
movements in securities prices and interest rates. The Portfolios may
also use a variety of currency hedging techniques, including forward
currency contracts, to manage exchange rate risk. The portfolio
managers believe the use of these instruments will benefit the
Portfolios. However, a Portfolio's performance could be worse than if
the Portfolio had not used such instruments if a portfolio manager's
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

6. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

The portfolio managers carefully research each potential investment
before making an investment decision and, among other things, consider
Year 2000 readiness when selecting portfolio holdings. However, there
is no guarantee that the information a portfolio manager receives
regarding a company's Year 2000 readiness is completely accurate. If a
company has not satisfactorily addressed Year 2000 issues, the
Portfolio's performance could suffer.

Investment objectives, principal investment strategies and risks 15
<PAGE>
Management of the portfolios

INVESTMENT ADVISER

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

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

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

MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Portfolio Percentage (%) Percentage (%)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth Portfolio,
Aggressive Growth Portfolio, First $300 Million 0.75 N/A(1)
International Growth Portfolio, Next $200 Million 0.70
Worldwide Growth Portfolio and Over $500 Million 0.65
Balanced Portfolio
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to reduce Growth, Aggressive Growth, International
Growth, Worldwide Growth, and Balanced Portfolio's management fee to the
extent that such fee exceeds the effective rate of the Janus retail fund
corresponding to such Portfolio. Janus Capital has agreed to continue such
waivers until at least the next annual renewal of the advisory contracts.
The effective rate is the management fee calculated by the corresponding
retail fund as of the last day of each calendar quarter (expressed as an
annual rate). The effective rates of Janus Fund, Janus Enterprise Fund,
Janus Overseas Fund, Janus Worldwide Fund and Janus Balanced Fund were
0.65%, 0.69%, 0.66%, 0.65%, and 0.67%, respectively, for the quarter ended
March 31, 1999.

16 Janus Aspen Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

JAMES P. CRAIG, III
- --------------------------------------------------------------------------------
is Chief Investment Officer of Janus Capital. He is Executive
Vice President and portfolio manager of Growth Portfolio, which
he has managed since inception. He has managed Janus Fund since
1986 and has co-managed Janus Venture Fund since February 1,
1997. Mr. Craig previously managed Janus Venture Fund from its
inception, to December 1993, Janus Balanced Fund from December
1993 to December 1995 and Balanced Portfolio from September 1993
through April 1996. He holds a Bachelor of Arts in Business from
the University of Alabama and a Master of Arts in Finance from
the Wharton School of the University of Pennsylvania.

JAMES P. GOFF
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Aggressive
Growth Portfolio, which he has managed since inception. Mr. Goff
joined Janus Capital in 1988 and has managed Janus Enterprise
Fund since its inception. Mr. Goff co-managed or managed Janus
Venture Fund from December 1993 to February 1, 1997. He holds a
Bachelor of Arts in Economics from Yale University and is a
Chartered Financial Analyst.

Management of the portfolios 17
<PAGE>

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

ASSISTANT PORTFOLIO MANAGERS

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

RON SACHS
- --------------------------------------------------------------------------------
is an assistant portfolio manager of Aggressive Growth Portfolio.
Mr. Sachs joined Janus Capital in 1996 as a research analyst.
Prior to coming to Janus, he worked as a consultant for Bain &
Company and as an attorney for Willkie, Farr & Gallagher. Mr.
Sachs graduated from Princeton cum laude with an undergraduate
degree in economics. He obtained his law degree from the
University of Michigan. Mr. Sachs is a Chartered Financial
Analyst.

18 Janus Aspen Series
<PAGE>
Other information

CLASSES OF SHARES

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

CONFLICTS OF INTEREST

The Shares offered by this prospectus are available only to variable
annuity and variable life separate accounts of insurance companies
that are unaffiliated with Janus Capital and to certain qualified
retirement plans. Retirement Shares of the Portfolios (offered through
a separate prospectus) are available to certain qualified plans.
Although the Portfolios do not currently anticipate any disadvantages
to policy owners because each Portfolio offers its shares to such
entities, there is a possibility that a material conflict may arise.
The Trustees monitor events in order to identify any disadvantages or
material irreconcilable conflicts and to determine what action, if
any, should be taken in response. If a material disadvantage or
conflict occurs, the Trustees may require one or more insurance
company separate accounts or qualified plans to withdraw its
investments in one or more Portfolios or substitute Shares of another
Portfolio. If this occurs, a Portfolio may be forced to sell its
securities at disadvantageous prices. In addition, the Trustees may
refuse to sell Shares of any Portfolio to any separate account or
qualified plan or may suspend or terminate the offering of a
Portfolio's Shares if such action is required by law or regulatory
authority or is in the best interests of that Portfolio's
shareholders. It is possible that a qualified plan investing in the
Retirement Shares of the Portfolios 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
Portfolios 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.

YEAR 2000

Preparing for Year 2000 is a high priority for Janus Capital, which
has established a dedicated group to address this issue. Janus Capital
has devoted considerable internal resources and has engaged one of the
foremost experts in the field to help achieve Year 2000 readiness.
Janus Capital does not anticipate that Year 2000-related issues will
have a material impact on its ability to continue to provide the
Portfolios with service at current levels; however, Janus Capital
cannot make any assurances that the steps it has taken to ensure Year
2000 readiness will be successful. In addition, there can be no
assurance that Year 2000 issues will not affect the companies in which
the Portfolios invest or worldwide markets and economies.

Other information 19
<PAGE>
Distributions and taxes

DISTRIBUTIONS

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

Each class of each Portfolio makes semi-annual distributions in June
and December of substantially all of its investment income and an
annual distribution in June of its net realized gains, if any. All
dividends and capital gains distributions from Shares of a Portfolio
will automatically be reinvested into additional Shares of that
Portfolio.

HOW DISTRIBUTIONS AFFECT NAV

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

TAXES

TAXES ON DISTRIBUTIONS

Because Shares of the Portfolios may be purchased only through
variable insurance contracts and qualified plans, it is anticipated
that any income dividends or capital gains distributions made by the
Shares of a Portfolio will be exempt from current taxation if left to
accumulate within the variable insurance contract or qualified plan.
Generally, withdrawals from such contracts may be subject to ordinary
income tax and, if made before age 59 1/2, a 10% penalty tax. The tax
status of your investment depends on the features of your qualified
plan or variable insurance contract. Further information may be found
in your plan documents or in the prospectus of the separate account
offering such contract.

TAXATION OF THE PORTFOLIOS

Dividends, interest and some gains received by the Portfolios on
foreign securities may be subject to withholding of foreign taxes. The
Portfolios may from year to year make the election permitted under
Section 853 of the Internal Revenue Code to pass through such taxes to
shareholders. If such election is not made, any foreign taxes paid or
accrued will represent an expense to the Portfolios which will reduce
their investment income.

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

20 Janus Aspen Series
<PAGE>
Shareholder's guide

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

PRICING OF PORTFOLIO SHARES

Investments will be processed at the NAV next determined after an
order is received and accepted by a Portfolio or its agent. In order
to receive a day's price, your order must be received by the close of
the regular trading session of the New York Stock Exchange any day
that the NYSE is open. Securities are valued at market value or, if a
market quotation is not readily available, at their fair value
determined in good faith under procedures established by and under the
supervision of the Trustees. Short-term instruments maturing within 60
days are valued at amortized cost, which approximates market value.
See the SAI for more detailed information.

To the extent a Portfolio holds securities that are primarily listed
on foreign exchanges that trade on weekends or other days when the
Portfolios do not price their shares, the NAV of a Portfolio's shares
may change on days when shareholders will not be able to purchase or
redeem the Portfolio's shares.

PURCHASES

Purchases of Shares may be made only by the separate accounts of
insurance companies for the purpose of funding variable insurance
contracts or by qualified plans. Refer to the prospectus of the
appropriate insurance company separate account or your plan documents
for information on how to invest in the Shares of each Portfolio.
Participating insurance companies and certain other designated
organizations are authorized to receive purchase orders on the
Portfolios' behalf.

Each Portfolio reserves the right to reject any specific purchase
order. Purchase orders may be refused if, in Janus Capital's opinion,
they are of a size that would disrupt the management of a Portfolio.
Although there is no present intention to do so, the Portfolios may
discontinue sales of their shares if management and the Trustees
believe that continued sales may adversely affect a Portfolio's
ability to achieve its investment objective. If sales of a Portfolio's
Shares are discontinued, it is expected that existing policy owners
and plan participants invested in that Portfolio would be permitted to
continue to authorize investment in that Portfolio and to reinvest any
dividends or capital gains distributions, absent highly unusual
circumstances.

REDEMPTIONS

Shares of any Portfolio may be redeemed on any business day.
Redemptions are processed at the NAV next calculated after receipt and
acceptance of the redemption order by the Portfolio or its agent.
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's guide 21
<PAGE>

SHAREHOLDER COMMUNICATIONS

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

22 Janus Aspen Series
<PAGE>
Financial highlights

The financial highlights tables are intended to help you understand
the Institutional Shares' financial performance for each of the five
most recent fiscal years. Items 1 through 9 reflect financial results
for a single Share. Total return in the tables represents the rate
that an investor would have earned (or lost) on an investment in each
of the Institutional Shares of the Portfolios (assuming reinvestment
of all dividends and distributions) but does not include charges and
expenses attributable to any insurance product. This information has
been audited by PricewaterhouseCoopers LLP, whose report, along with
the Portfolios' financial statements, is included in the Annual
Report, which is available upon request and incorporated by reference
into the SAI.

<TABLE>
<CAPTION>
GROWTH PORTFOLIO - INSTITUTIONAL SHARES
- ---------------------------------------------------------------------------------------------------------------------
Periods ending December 31
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $18.48 $15.51 $13.45 $10.57 $10.32
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.05 0.15 0.17 0.28 0.09
3. Net gains or losses on securities (both realized
and unrealized) 6.36 3.34 2.29 2.90 0.20
4. Total from investment operations 6.41 3.49 2.46 3.18 0.29
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.05) (0.15) (0.17) (0.30) (0.04)
6. Tax return of capital distributions -- -- -- -- --
7. Distributions (from capital gains) (1.30) (0.37) (0.23) -- --
8. Total distributions (1.35) (0.52) (0.40) (0.30) (0.04)
9. NET ASSET VALUE, END OF PERIOD $23.54 $18.48 $15.51 $13.45 $10.57
10. Total return 35.66% 22.75% 18.45% 30.17% 2.76%
11. Net assets, end of period (in thousands) $1,103,549 $608,281 $325,789 $126,911 $43,549
12. Average net assets for the period (in thousands) $789,454 $477,914 $216,125 $77,344 $26,464
13. Ratio of gross expenses to average net assets 0.68%(6) 0.70%(5) 0.69%(4) 0.78%(3) N/A
14. Ratio of net expenses to average net assets 0.68% 0.69% 0.69% 0.76% 0.88%(1)(2)
15. Ratio of net investment income to average net
assets 0.26% 0.91% 1.39% 1.24% 1.45%
16. Portfolio turnover rate 73% 122% 87% 185% 169%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Commissions payable by the Portfolio for transactions effected by a
broker-dealer affiliated with Janus Capital were credited against the
Portfolio's operating expenses. The effect of such directed brokerage
arrangement was de minimis.
(2) The ratio was 1.23% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Fund.
(3) The ratio was 0.98% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Fund.
(4) The ratio was 0.83% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Fund.
(5) The ratio was 0.78% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Fund.
(6) The ratio was 0.75% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Fund.

Financial highlights 23
<PAGE>

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH PORTFOLIO - INSTITUTIONAL SHARES
- -------------------------------------------------------------------------------------------------------------------
Periods ending December 31
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $20.55 $18.24 $17.08 $13.62 $11.80
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income -- -- -- 0.24 0.11
3. Net gains or losses on securities (both realized
and unrealized) 7.09 2.31 1.36 3.47 1.82
4. Total from investment operations 7.09 2.31 1.36 3.71 1.93
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- -- -- (0.25) (0.11)
6. Tax return of capital distributions -- -- (0.01) -- --
7. Distributions (from capital gains) -- -- (0.19) -- --
8. Total distributions -- -- (0.20) (0.25) (0.11)
9. NET ASSET VALUE, END OF PERIOD $27.64 $20.55 $18.24 $17.08 $13.62
10. Total return 34.26% 12.66% 7.95% 27.48% 16.33%
11. Net assets, end of period (in thousands) $772,943 $508,198 $383,693 $185,911 $41,289
12. Average net assets for the period (in thousands) $576,444 $418,464 $290,629 $107,582 $14,152
13. Ratio of gross expenses to average net assets 0.75%(6) 0.76%(5) 0.76%(4) 0.86%(3) N/A
14. Ratio of net expenses to average net assets 0.75% 0.76% 0.76% 0.84% 1.05%(1)(2)
15. Ratio of net investment income to average net
assets (0.36%) (0.10%) (0.27%) 0.58% 2.18%
16. Portfolio turnover rate 132% 130% 88% 155% 259%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Commissions payable by the Portfolio for transactions effected by a
broker-dealer affiliated with Janus Capital were credited against the
Portfolio's operating expenses. The effect of such directed brokerage
arrangement was de minimis.
(2) The ratio was 1.14% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.
(3) The ratio was 0.93% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.
(4) The ratio was 0.83% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.
(5) The ratio was 0.78% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.
(6) The ratio was 0.75% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.

24 Janus Aspen Series
<PAGE>

Financial highlights 25
<PAGE>

<TABLE>
<CAPTION>
WORLDWIDE GROWTH PORTFOLIO - INSTITUTIONAL SHARES
- ----------------------------------------------------------------------------------------------------------------------------
Periods ending December 31
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $23.39 $19.44 $15.31 $12.07 $11.89
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.16 0.16 0.16 0.11 0.04
3. Net gains or losses on securities (both realized and
unrealized) 6.59 4.14 4.27 3.19 0.14
4. Total from investment operations 6.75 4.30 4.43 3.30 0.18
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.18) (0.17) (0.17) (0.06) --
6. Dividends (in excess of net investment income) -- (0.02) -- -- --
7. Tax return of capital distributions -- -- -- -- --
8. Distributions (from capital gains) -- (0.16) (0.13) -- --
9. Distributions (in excess of realized gains) (0.87) -- -- -- --
10. Total distributions (1.05) (0.35) (0.30) (0.06) --
11. NET ASSET VALUE, END OF PERIOD $29.09 $23.39 $19.44 $15.31 $12.07
12. Total return 28.92% 22.15% 29.04% 27.37% 1.53%
13. Net assets, end of period (in thousands) $2,890,375 $1,576,548 $582,603 $108,563 $37,728
14. Average net assets for the period (in thousands) $2,217,695 $1,148,951 $304,111 $59,440 $22,896
15. Ratio of gross expenses to average net assets 0.72%(6) 0.74%(5) 0.80%(4) 0.90%(3) N/A
16. Ratio of net expenses to average net assets 0.72% 0.74% 0.80% 0.87% 1.18%(1)(2)
17. Ratio of net investment income to average net assets 0.64% 0.67% 0.83% 0.95% 0.50%
18. Portfolio turnover rate 77% 80% 62% 113% 217%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Commissions payable by the Portfolio for transactions effected by a
broker-dealer affiliated with Janus Capital were credited against the
Portfolio's operating expenses. The effect of such directed brokerage
arrangement was de minimis.
(2) The ratio was 1.49% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.
(3) The ratio was 1.09% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.
(4) The ratio was 0.91% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.
(5) The ratio was 0.81% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.
(6) The ratio was 0.74% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.

26 Janus Aspen Series
<PAGE>

<TABLE>
<CAPTION>
BALANCED PORTFOLIO - INSTITUTIONAL SHARES
- ------------------------------------------------------------------------------------------------------------------------
Periods ending December 31
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $17.47 $14.77 $13.03 $10.63 $10.64
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.39 0.34 0.32 0.17 0.15
3. Net gains (or losses) on securities (both realized and
unrealized) 5.51 2.89 1.81 2.45 (0.06)
4. Total from investment operations 5.90 3.23 2.13 2.62 0.09
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.38) (0.35) (0.30) (0.22) (0.10)
6. Tax return of capital distributions -- -- -- -- --
7. Distributions (from capital gains) (0.45) (0.18) (0.09) -- --
8. Distributions (in excess of realized gains) (0.04) -- -- -- --
9. Total distributions (0.87) (0.53) (0.39) (0.22) (0.10)
10. NET ASSET VALUE, END OF PERIOD $22.50 $17.47 $14.77 $13.03 $10.63
11. Total return 34.28% 22.10% 16.18% 24.79% 0.84%
12. Net assets, end of period (in thousands) $882,495 $362,409 $85,480 $14,021 $3,153
13. Average net assets for the period (in thousands) $555,002 $176,432 $43,414 $5,739 $2,336
14. Ratio of gross expenses to average net assets 0.74%(6) 0.83%(5) 0.94%(4) 1.37%(3) N/A
15. Ratio of net expenses to average net assets 0.74% 0.82% 0.92% 1.30% 1.57%(1)(2)
16. Ratio of net investment income to average net assets 2.41% 2.87% 2.92% 2.41% 1.90%
17. Portfolio turnover rate 70% 139% 103% 149% 158%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Commissions payable by the Portfolio for transactions effected by a
broker-dealer affiliated with Janus Capital were credited against the
Portfolio's operating expenses. The effect of such directed brokerage
arrangement was de minimis.
(2) The ratio was 1.74% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.
(3) The ratio was 1.55% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.
(4) The ratio was 1.07% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.
(5) The ratio was 0.83% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.
(6) The ratio was 0.74% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.

Financial highlights 27
<PAGE>
Glossary of investment terms

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

I. EQUITY AND DEBT SECURITIES

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

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

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

28 Janus Aspen Series
<PAGE>

income includes dividends, interest, royalties, rents and annuities.
To avoid taxes and interest that the Portfolios must pay if these
investments are profitable, the Portfolios may make various elections
permitted by the tax laws. These elections could require that the
Portfolios recognize taxable income, which in turn must be
distributed, before the securities are sold and before cash is
received to pay the distributions.

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

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

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

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

Glossary of investment terms 29
<PAGE>

WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally
involve the purchase of a security with payment and delivery at some
time in the future - i.e., beyond normal settlement. The Portfolios do
not earn interest on such securities until settlement and bear the
risk of market value fluctuations in 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.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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

30 Janus Aspen Series
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

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

Glossary of investment terms 31
<PAGE>

[JANUS LOGO]

1-800-29JANUS
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting your plan sponsor or visiting our Web site at
janus.com. In the Portfolios' Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Portfolios' performance during their last
fiscal year. Other information is also available from financial
intermediaries that sell Shares of the Portfolios.
The Statement of Additional Information provides detailed
information about the Portfolios and is incorporated into this
Prospectus by reference. You may review the Portfolios' Statement of
Additional Information at the Public Reference Room of the SEC or
get text only copies for a fee, by writing to or calling the Public
Reference Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You
may obtain the Statement of Additional Information for free from the
SEC's Web site at http://www.sec.gov.

Investment Company Act File No. 811-7736

<PAGE>

[JANUS LOGO]

Janus Aspen Series

PROSPECTUS
MAY 1, 1999
Growth Portfolio

[JANUS LOGO]

Janus Aspen Series consists of eleven mutual funds (the
"Portfolios"), one of which is described in this prospectus.
Each Portfolio currently offers two classes of shares. The
Institutional Shares, (the "Shares"), are sold under the name of
"Janus Aspen Series" and are offered by this prospectus in
connection with investment in and payments under variable
annuity contracts and variable life insurance contracts, as well
as certain qualified retirement plans.

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Growth Portfolio......................................... 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Investment objective and principal investment
strategies............................................... 5
General portfolio policies............................... 6
Risks for Growth Portfolio............................... 8
Investment Techniques.................................... 8
MANAGEMENT OF THE PORTFOLIO
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Pricing of Portfolio Shares.............................. 14
Purchases................................................ 14
Redemptions.............................................. 14
Shareholder communications............................... 15
FINANCIAL HIGHLIGHTS........................................ 16
GLOSSARY
Glossary of investment terms............................. 17

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

GROWTH PORTFOLIO

The Growth Portfolio is designed for long-term investors who seek
growth of capital and who can tolerate the greater risks associated
with common stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF THE GROWTH PORTFOLIO?

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

- GROWTH PORTFOLIO seeks long-term growth of capital in a manner
consistent with the preservation of capital.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF THE GROWTH PORTFOLIO?

The portfolio manager applies a "bottom up" approach in choosing
investments. In other words, he looks for companies with earnings
growth potential one at a time. If the portfolio manager is unable to
find investments with earnings growth potential, a significant portion
of the Portfolio's assets may be in cash or similar investments.

Growth Portfolio invests primarily in common stocks selected for their
growth potential. Although the Portfolio can invest in companies of
any size, it generally invests in larger, more established companies.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN THE GROWTH PORTFOLIO?

The biggest risk is that the Portfolio's returns may vary, and you
could lose money. If you are considering investing in Growth
Portfolio, remember that it is designed for long-term investors who
can accept the risks of investing in a portfolio with significant
common stock holdings. Common stocks tend to be more volatile than
other investment choices.

An investment in the Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

2 Janus Aspen Series
<PAGE>

The following information provides some indication of the risks of
investing in Growth Portfolio by showing how Growth Portfolio's
performance has varied over time. The bar charts depict the change in
performance from year-to-year during the period indicated, but does
not include charges and expenses attributable to any insurance product
which would lower the performance illustrated. The Portfolio does not
impose any sales or other charges that would affect total return
computations. Total return figures include the effect of the
Portfolio's expenses. The table compares the average annual returns
for the Shares of the Portfolio for the periods indicated to a
broad-based securities market index.

GROWTH PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Growth Portfolio -
Institutional Shares from 1994 through 1998:

Annual returns for periods ended 12/31

2.76% 30.17% 18.45% 22.75% 35.66%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 27.71% Worst Quarter 3rd-1998 (10.92%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Growth Portfolio - Institutional Shares 35.66% 21.41% 20.91%
S&P 500 Index* 28.74% 24.08% 23.06%
----------------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500 Stocks,
a widely recognized, unmanaged index of common stock prices.

Growth Portfolio's past performance does not necessarily indicate how
it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

This table and example are designed to assist participants in
qualified plans that invest in the Shares of the Portfolio in
understanding the fees and expenses that you may pay as an investor in
the Shares. The information shown is based upon gross expenses
(without the effect of expense offset arrangements) for the fiscal
year ended December 31, 1998. OWNERS OF VARIABLE INSURANCE CONTRACTS
THAT INVEST IN THE SHARES SHOULD REFER TO THE VARIABLE INSURANCE
CONTRACT PROSPECTUS FOR A DESCRIPTION OF FEES AND EXPENSES, AS THE
TABLE AND EXAMPLE DO NOT REFLECT DEDUCTIONS AT THE SEPARATE ACCOUNT
LEVEL OR CONTRACT LEVEL FOR ANY CHARGES THAT MAY BE INCURRED UNDER A
CONTRACT.
<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Operating Expenses Operating Expenses
Management Other Without Waivers Total With Waivers
Fee Expenses or Reductions* Waivers and Reductions or Reductions*
<S> <C> <C> <C> <C> <C>
Growth Portfolio 0.72% 0.03% 0.75% 0.07% 0.68%
</TABLE>

- --------------------------------------------------------------------------------
* All expenses are stated both with and without contractual waivers and
fee reductions by Janus Capital. Fee reductions for Growth Portfolio
reduce the Management Fee to the level of Janus Fund. Other waivers, if
applicable, are first applied against the Management Fee and then
against Other Expenses. Janus Capital has agreed to continue the waivers
and fee reductions until at least the next annual renewal of the
advisory agreement.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------
<S> <C> <C> <C> <C>
Growth Portfolio $ 77 $240 $ 417 $ 930
</TABLE>

4 Janus Aspen Series
<PAGE>
Investment objective, principal investment
strategies and risks

Growth Portfolio has a similar investment objective and similar
principal investment strategies to Janus Fund. Although it is
anticipated that the Portfolio and Janus Fund will hold similar
securities, differences in asset size, cash flow needs and other
factors may result in differences in investment performance. The
expenses of Growth Portfolio and Janus Fund are expected to differ.
The variable contract owner will also bear various insurance related
costs at the insurance company level. You should review the
accompanying separate account prospectus for a summary of fees and
expenses.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of Growth
Portfolio, its principal investment strategies and certain risks of
investing in Growth Portfolio. Strategies and policies that are noted
as "fundamental" cannot be changed without a shareholder vote.

Growth Portfolio seeks long-term growth of capital in a manner
consistent with the preservation of capital. It pursues its objective
by investing primarily in common stocks selected for their growth
potential. Although the Portfolio can invest in companies of any size,
it generally invests in larger, more established companies.

The following questions and answers are designed to help you better understand
Growth Portfolio's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

The Portfolio may invest substantially all of its assets in common
stocks if the portfolio manager believes that common stocks will
appreciate in value. The portfolio manager generally takes a "bottom
up" approach to selecting companies. In other words, he seeks to
identify individual companies with earnings growth potential that may
not be recognized by the market at large. He makes this assessment by
looking at companies one at a time, regardless of size, country of
organization, place of principal business activity, or other similar
selection criteria. Realization of income is not a significant
consideration when choosing investments for the Portfolio. Income
realized on the Portfolio's investments will be incidental to its
objectives.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally, yes. The portfolio manager seeks companies that meet his
selection criteria, regardless of where a company is located. 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. There are no
limitations on the countries in which the Portfolio may invest.

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Investment objective, principal investment strategies and risks 5
<PAGE>

of its shares outstanding. Although Growth Portfolio does not
emphasize companies of any particular size, a Portfolio with a larger
asset base is more likely to invest in larger, more established
issuers.

GENERAL PORTFOLIO POLICIES

CASH POSITION
When the portfolio manager believes that market conditions are
unfavorable for profitable investing, or when he is otherwise unable
to locate attractive investment opportunities, the Portfolio's 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 generally are a residual - they represent the assets that
remain after the portfolio manager has committed available assets to
desirable investment opportunities. However, the portfolio manager may
also temporarily increase the Portfolio's cash position to protect its
assets or maintain liquidity.

OTHER TYPES OF INVESTMENTS
Growth Portfolio invests primarily in domestic and foreign equity
securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Portfolio may also invest to a lesser degree in other types of
securities. These securities (which are described in the Glossary) may
include:

- debt securities

- indexed/structured securities

- high-yield/high-risk securities (less than 35% of the Portfolio's
assets)

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

6 Janus Aspen Series
<PAGE>

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR GROWTH PORTFOLIO

The following questions and answers are designed to help you better understand
some of the risks of investing in Growth Portfolio.

1. THE PORTFOLIO MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW COULD THE PORTFOLIO'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Aspen Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

5. HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?

The Portfolio may use futures, options and other derivative
instruments to "hedge" or protect its portfolio from adverse 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. The portfolio manager
believes the use of these instruments will benefit the Portfolio.
However, the Portfolio's performance could be worse than if the
Portfolio had not used such instruments if the portfolio manager's
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

6. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

The portfolio manager carefully researches each potential investment
before making an investment decision and, among other things,
considers Year 2000 readiness when selecting portfolio holdings.
However, there is no guarantee that the information the portfolio
manager receives regarding a company's Year 2000 readiness is
completely accurate. If a company has not satisfactorily addressed
Year 2000 issues, the Portfolio's performance could suffer.

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the portfolio

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Portfolio Percentage (%) Percentage (%)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth Portfolio First $300 Million 0.75 N/A(1)
Next $200 Million 0.70
Over $500 Million 0.65
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to reduce Growth Portfolio's management fee to the
extent that such fee exceeds the effective rate of the Janus Fund. Janus
Capital has agreed to continue such waivers until at least the next annual
renewal of the advisory contracts. The effective rate is the management fee
calculated by the corresponding retail fund as of the last day of each
calendar quarter (expressed as an annual rate). The effective rate of Janus
Fund was 0.65%, for the quarter ended March 31, 1999.

10 Janus Aspen Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

ASSISTANT PORTFOLIO MANAGER

Management of the portfolio 11
<PAGE>
Other information

CLASSES OF SHARES

CONFLICTS OF INTEREST

YEAR 2000

12 Janus Aspen Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

HOW DISTRIBUTIONS AFFECT NAV

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

TAXES

TAXES ON DISTRIBUTIONS

TAXATION OF THE PORTFOLIO

Distributions and taxes 13
<PAGE>
Shareholder's guide

PRICING OF PORTFOLIO SHARES

PURCHASES

REDEMPTIONS

14 Janus Aspen Series
<PAGE>

SHAREHOLDER COMMUNICATIONS

Shareholder's guide 15
<PAGE>
Financial highlights

The financial highlights tables are intended to help you understand
the Institutional Shares' financial performance for each of the five
most recent fiscal years. Items 1 through 9 reflect financial results
for a single Share. Total return in the tables represents the rate
that an investor would have earned (or lost) on an investment in the
Institutional Shares of the Portfolio (assuming reinvestment of all
dividends and distributions) but does not include charges and expenses
attributable to any insurance product. This information has been
audited by PricewaterhouseCoopers LLP, whose report, along with the
Portfolio's financial statements, is included in the Annual Report,
which is available upon request and incorporated by reference into the
SAI.

16 Janus Aspen Series
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

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

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.

Glossary of investment terms 17
<PAGE>

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.

18 Janus Aspen Series
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

Glossary of investment terms 19
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

20 Janus Aspen Series
<PAGE>

[JANUS LOGO]

1-800-29JANUS
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

Investment Company Act File No. 811-7736

<PAGE>

[JANUS LOGO]

Janus Aspen Series

PROSPECTUS
MAY 1, 1999
Worldwide Growth Portfolio

[JANUS LOGO]

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Worldwide Growth Portfolio............................... 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Investment objective and principal investment
strategies............................................... 5
General portfolio policies............................... 6
Risks for Worldwide Growth Portfolio..................... 8
MANAGEMENT OF THE PORTFOLIO
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Pricing of portfolio shares.............................. 14
Purchases................................................ 14
Redemptions.............................................. 14
Shareholder communications............................... 15
FINANCIAL HIGHLIGHTS........................................ 16
GLOSSARY
Glossary of investment terms............................. 17

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

WORLDWIDE GROWTH PORTFOLIO

Worldwide Growth Portfolio is designed for long-term investors who
seek growth of capital and who can tolerate the greater risks
associated with common stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF WORLDWIDE GROWTH PORTFOLIO?

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

- WORLDWIDE GROWTH PORTFOLIO seeks long-term growth of capital in a
manner consistent with the preservation of capital.

The Portfolio's Trustees may change the objective without a
shareholder vote and the Portfolio will notify you of any changes
that are material. If there is a material change to the Portfolio's
objective or policies, you should consider whether the Portfolio
remains an appropriate investment for you. There is no guarantee
that the Portfolio will meet its objective.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF WORLDWIDE GROWTH PORTFOLIO?

The portfolio manager applies a "bottom up" approach in choosing
investments. In other words, she looks for companies with earnings
growth potential one at a time. If the portfolio manager is unable to
find investments with earnings growth potential, a significant portion
of the Portfolio's assets may be in cash or similar investments.

Worldwide Growth Portfolio invests primarily in common stocks of
companies of any size throughout the world. The Portfolio normally
invests in issuers from at least five different countries, including
the United States. The Portfolio may at times invest in fewer than
five countries or even a single country.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN WORLDWIDE GROWTH PORTFOLIO?

The biggest risk is that the Portfolio's returns may vary, and you
could lose money. If you are considering investing in Worldwide Growth
Portfolio, remember that it is designed for long-term investors who
can accept the risks of investing in a portfolio with significant
common stock holdings. Common stocks tend to be more volatile than
other investment choices.

Worldwide Growth Portfolio may have significant exposure to foreign
markets. As a result, its returns and NAV may be affected to a large
degree by fluctuations in currency exchange rates or political or
economic conditions in a particular country.

An investment in the Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

2 Janus Aspen Series
<PAGE>

The following information provides some indication of the risks of
investing in Worldwide Growth Portfolio by showing how Worldwide
Growth Portfolio's performance has varied over time. The bar chart
depicts the change in performance from year-to-year during the period
indicated, but does not include charges and expenses attributable to
any insurance product which would lower the performance illustrated.
The Portfolio does not impose any sales or other charges that would
affect total return computations. Total return figures include the
effect of the Portfolio's expenses. The table compares the average
annual returns for the Shares of the Portfolio for the periods
indicated to a broad-based securities market index.

WORLDWIDE GROWTH PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Worldwide Growth
Portfolio - Institutional Shares from 1994 through 1998:

Annual returns for periods ended 12/31

1.53% 27.37% 29.04% 22.15% 28.92%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 20.87% Worst Quarter 3rd-1998 (16.03%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------
<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Worldwide Growth Portfolio - Institutional Shares 28.92% 21.32% 24.06%
Morgan Stanley International Worldwide Index* 24.34% 15.68% 14.39%
----------------------------------------
</TABLE>

* The Morgan Stanley International Worldwide Index is a market
capitalization weighted index composed of countries representative
of the market structure of 47 Developed and Emerging Markets.

Worldwide Growth Portfolio's past performance does not necessarily
indicate how it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Operating Expenses Operating Expenses
Management Other Without Waivers Total With Waivers
Fee Expenses or Reductions* Waivers and Reductions or Reductions*
<S> <C> <C> <C> <C> <C>
Worldwide Growth Portfolio 0.67% 0.07% 0.74% 0.02% 0.72%
</TABLE>

- --------------------------------------------------------------------------------
* All expenses are stated both with and without contractual waivers and
fee reductions by Janus Capital. Fee reductions for Worldwide Growth
Portfolio reduce the Management Fee to the level of Janus Worldwide
Fund. Other waivers, if applicable, are first applied against the
Management Fee and then against Other Expenses. Janus Capital has agreed
to continue the waivers and fee reductions until at least the next
annual renewal of the advisory agreement.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------
<S> <C> <C> <C> <C>
Worldwide Growth Portfolio $76 $237 $411 $918
</TABLE>

4 Janus Aspen Series
<PAGE>
Investment objective, principal investment
strategies and risks

Worldwide Growth Portfolio has a similar investment objective and
similar principal investment strategies to Janus Worldwide Fund.
Although it is anticipated that the Portfolio and its corresponding
retail fund will hold similar securities, differences in asset size,
cash flow needs and other factors may result in differences in
investment performance. The expenses of Worldwide Growth Portfolio and
Janus Worldwide Fund are expected to differ. The variable contract
owner will also bear various insurance related costs at the insurance
company level. You should review the accompanying separate account
prospectus for a summary of fees and expenses.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objectives of
Worldwide Growth Portfolio, its principal investment strategies and
certain risks of investing in Worldwide Growth Portfolio. Strategies
and policies that are noted as "fundamental" cannot be changed without
a shareholder vote.

Worldwide Growth Portfolio seeks long-term growth of capital in a
manner consistent with the preservation of capital. It pursues its
objective by investing primarily in common stocks of companies of any
size throughout the world. The Portfolio normally invests in issuers
from at least five different countries, including the United States.
The Portfolio may at times invest in fewer than five countries or even
a single country.

The following questions and answers are designed to help you better understand
Worldwide Growth Portfolio's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

The Portfolio may invest substantially all of its assets in common
stocks if the portfolio manager believes that common stocks will
appreciate in value. The portfolio manager generally takes a "bottom
up" approach to selecting companies. In other words, she seeks to
identify individual companies with earnings growth potential that may
not be recognized by the market at large. She makes this assessment by
looking at companies one at a time, regardless of size, country of
organization, place of principal business activity, or other similar
selection criteria. Realization of income is not a significant
consideration when choosing investments for the Portfolio. Income
realized on the Portfolio's investments will be incidental to its
objectives.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally, yes. The portfolio manager seeks companies that meet her
selection criteria, regardless of where a company is located. 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. There are no
limitations on the countries in which the Portfolio may invest.

Investment objective, principal investment strategies and risks 5
<PAGE>

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size
and value of a company. It is computed by multiplying the current
market price of a share of the company's stock by the total number of
its shares outstanding. Although Worldwide Growth Portfolio does not
emphasize companies of any particular size, a Portfolio with a larger
asset base is more likely to invest in larger, more established
issuers.

GENERAL PORTFOLIO POLICIES

CASH POSITION
When the portfolio manager believes that market conditions are
unfavorable for profitable investing, or when she is otherwise unable
to locate attractive investment opportunities, the Portfolio's 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 generally are a residual - they represent the assets that
remain after the portfolio manager has committed available assets to
desirable investment opportunities. However, the portfolio manager may
also temporarily increase the Portfolio's cash position to protect its
assets or maintain liquidity.

OTHER TYPES OF INVESTMENTS
Worldwide Growth Portfolio invests primarily in domestic and foreign
equity securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Portfolio may also invest to a lesser degree in other types of
securities. These securities (which are described in the Glossary) may
include:

- debt securities

- indexed/structured securities

- high-yield/high-risk securities (less than 35% of the Portfolio's
assets)

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

6 Janus Aspen Series
<PAGE>

adopted by the Portfolio Trustees, certain restricted securities may
be deemed liquid, and will not be counted toward this 15% limit.

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR WORLDWIDE GROWTH PORTFOLIO

The following questions and answers are designed to help you better understand
some of the risks of investing in Worldwide Growth Portfolio.

1. THE PORTFOLIO MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW COULD THE PORTFOLIO'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Aspen Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

3. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

4. HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?

The Portfolio may use futures, options and other derivative
instruments to "hedge" or protect its portfolio from adverse 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. The portfolio manager
believes the use of these instruments will benefit the Portfolio.
However, the Portfolio's performance could be worse than if the
Portfolio had not used such instruments if the portfolio manager's
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

5. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the portfolio

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Portfolio Percentage (%) Percentage (%)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Worldwide Growth Portfolio First $300 Million 0.75 N/A(1)
Next $200 Million 0.70
Over $500 Million 0.65
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to reduce Worldwide Growth Portfolio's management
fee to the extent that such fee exceeds the effective rate of the Janus
Worldwide Fund. Janus Capital has agreed to continue such waivers until at
least the next annual renewal of the advisory contracts. The effective rate
is the management 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 Worldwide Fund was 0.65% for the quarter ended March
31, 1999.

10 Janus Aspen Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

Management of the portfolio 11
<PAGE>
Other information

CLASSES OF SHARES

CONFLICTS OF INTEREST

YEAR 2000

12 Janus Aspen Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Portfolio, regardless of how long the shares have
been held. Undistributed income and realized gains are included in the
daily NAV of the Portfolio's Shares. The Share price of the Portfolio
drops by the amount of the distribution, net of any subsequent market
fluctuations. For example, assume that on December 31, the Shares of
Worldwide Growth Portfolio declared a dividend in the amount of $0.25
per share. If the price of Worldwide Growth 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

TAXATION OF THE PORTFOLIO

Distributions and taxes 13
<PAGE>
Shareholder's guide

PRICING OF PORTFOLIO SHARES

PURCHASES

REDEMPTIONS

14 Janus Aspen Series
<PAGE>

SHAREHOLDER COMMUNICATIONS

Shareholder's guide 15
<PAGE>
Financial highlights

The financial highlights tables are intended to help you understand
the Worldwide Growth Portfolio -- Institutional Shares' financial
performance for each of the five most recent fiscal years. Items 1
through 9 reflect financial results for a single Share. Total return
in the tables represents the rate that an investor would have earned
(or lost) on an investment in the Institutional Shares of the
Portfolio (assuming reinvestment of all dividends and distributions)
but does not include charges and expenses attributable to any
insurance product. This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Portfolio's
financial statements, is included in the Annual Report, which is
available upon request and incorporated by reference into the SAI.

(1) Commissions payable by the Portfolio for transactions effected by a
broker-dealer affiliated with Janus Capital were credited against the
Portfolio's operating expenses. The effect of such directed brokerage
arrangement was de minimis.
(2) The ratio was 1.49% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.
(3) The ratio was 1.09% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.
(4) The ratio was 0.91% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.
(5) The ratio was 0.81% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.
(6) The ratio was 0.74% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Worldwide Fund.

16 Janus Aspen Series
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

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

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.

Glossary of investment terms 17
<PAGE>

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.

18 Janus Aspen Series
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

Glossary of investment terms 19
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

20 Janus Aspen Series
<PAGE>

[JANUS LOGO]

1-800-29JANUS
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

Investment Company Act File No. 811-7736

<PAGE>

[JANUS LOGO]

Janus Aspen Series

PROSPECTUS
MAY 1, 1999
Aggressive Growth Portfolio

[JANUS LOGO]

Janus Aspen Series consists of eleven mutual funds (the
"Portfolios"), one of which is described in this prospectus.
Each Portfolio of Janus Aspen Series currently offers two
classes of shares. The Institutional Shares, (the "Shares"), are
sold under the name of "Janus Aspen Series" and are offered by
this prospectus in connection with investment in and payments
under variable annuity contracts and variable life insurance
contracts, as well as certain qualified retirement plans.

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Aggressive Growth Portfolio.............................. 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Investment objective and principal investment
objective................................................ 5
General portfolio policies............................... 7
Risks for Aggressive Growth Portfolio.................... 9
MANAGEMENT OF THE PORTFOLIO
Investment adviser....................................... 11
Management expenses and expense limits................... 11
Investment personnel..................................... 12
OTHER INFORMATION........................................... 13
DISTRIBUTIONS AND TAXES
Distributions............................................ 14
Taxes.................................................... 14
SHAREHOLDER'S GUIDE
Pricing of portfolio shares.............................. 15
Purchases................................................ 15
Redemptions.............................................. 15
Shareholder communications............................... 16
FINANCIAL HIGHLIGHTS........................................ 17
GLOSSARY
Glossary of investment terms............................. 18

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

AGGRESSIVE GROWTH PORTFOLIO

The Portfolio is designed for long-term investors who seek growth of
capital and who can tolerate the greater risks associated with common
stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF THE PORTFOLIO?

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

- AGGRESSIVE GROWTH PORTFOLIO seeks long-term growth of capital.

The Portfolio's Trustees may change this objective without a
shareholder vote and the Portfolio will notify you of any changes that
are material. If there is a material change to the Portfolio's
objective or policies, you should consider whether the Portfolio
remains an appropriate investment for you. There is no guarantee that
the Portfolio will meet its objective.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF THE PORTFOLIO?

Aggressive Growth Portfolio invests primarily in common stocks
selected for their growth potential, and normally invests at least 50%
of its equity assets in medium-sized companies.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN THE PORTFOLIO?

The biggest risk is that the Portfolio's returns may vary, and you
could lose money. If you are considering investing in the Portfolio,
remember that it is designed for long-term investors who can accept
the risks of investing in a portfolio with significant common stock
holdings. Common stocks tend to be more volatile than other investment
choices.

Aggressive Growth Portfolio is nondiversified. In other words, it may
hold larger positions in a smaller number of securities than a
diversified fund. As a result, a single security's increase or
decrease in value may have a greater impact on the Portfolio's NAV and
total return.

An investment in the Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

2 Janus Aspen Series
<PAGE>

The following information provides some indication of the risks of
investing in Aggressive Growth Portfolio by showing how the
Portfolio's performance has varied over time. The bar chart depicts
the change in performance from year-to-year during the period
indicated, but does not include charges and expenses attributable to
any insurance product which would lower the performance illustrated.
The Portfolio does not impose any sales or other charges that would
affect total return computations. Total return figures include the
effect of the Portfolio's expenses. The table compares the average
annual returns for the Shares of the Portfolio for the periods
indicated to a broad-based securities market index.

AGGRESSIVE GROWTH PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Aggressive Growth
Portfolio - Institutional Shares from 1994 through 1998:

Annual returns for periods ended 12/31

16.33% 27.48% 7.95% 12.66% 34.26%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 34.65% Worst Quarter 3rd-1998 (14.98%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Aggressive Growth Portfolio - Institutional Shares 34.26% 19.35% 21.96%
S&P 400 Mid Cap Index* 18.25% 18.67% 18.06%
----------------------------------------
</TABLE>

* The S&P 400 Mid Cap Index is an unmanaged group of 400 domestic
stocks chosen for their market size, liquidity and industry group
representation.

Aggressive Growth Portfolio's past performance does not necessarily
indicate how it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

This table and example are designed to assist participants in
qualified plans that invest in the Shares of the Portfolio in
understanding the fees and expenses that you may pay as an investor in
the Shares. The information shown is based upon gross expenses
(without the effect of expense offset arrangements) for the fiscal
year ended December 31, 1998. OWNERS OF VARIABLE INSURANCE CONTRACTS
THAT INVEST IN THE SHARES SHOULD REFER TO THE VARIABLE INSURANCE
CONTRACT PROSPECTUS FOR A DESCRIPTION OF FEES AND EXPENSES, AS THE
TABLE AND EXAMPLE DO NOT REFLECT DEDUCTIONS AT THE SEPARATE ACCOUNT
LEVEL OR CONTRACT LEVEL FOR ANY CHARGES THAT MAY BE INCURRED UNDER A
CONTRACT.
<TABLE>
<CAPTION>
Total Annual Fund
Management Other Operating
Fee Expenses Expenses*
<S> <C> <C> <C>
Aggressive Growth Portfolio 0.72% 0.03% 0.75%
</TABLE>

- --------------------------------------------------------------------------------
* Janus Capital will reduce the Management Fee for Aggressive Growth
Portfolio to the level of Janus Enterprise Fund. Janus Capital has
agreed to continue the fee reductions until at least the next annual
renewal of the advisory agreement. This fee reduction arrangement did
not affect the Portfolio's fee in 1998.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------
<S> <C> <C> <C> <C>
Aggressive Growth Portfolio $77 $240 $417 $930
</TABLE>

4 Janus Aspen Series
<PAGE>
Investment objective, principal investment
strategies and risks

Aggressive Growth Portfolio has a similar investment objective and
similar principal investment strategies to Janus Enterprise Fund.

Although it is anticipated that the Portfolio and its corresponding
retail fund will hold similar securities, differences in asset size,
cash flow needs and other factors may result in differences in
investment performance. The expenses of the Portfolio and its
corresponding retail fund are expected to differ. The variable
contract owner will also bear various insurance related costs at the
insurance company level. You should review the accompanying separate
account prospectus for a summary of fees and expenses.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of the
Aggressive Growth Portfolio, its principal investment strategies and
certain risks of investing in the Aggressive Growth Portfolio.
Strategies and policies that are noted as "fundamental" cannot be
changed without a shareholder vote.

Please carefully review the "Risks" section of this Prospectus on
pages 9-10 for a discussion of risks associated with certain
investment techniques. We've also included a Glossary with
descriptions of investment terms used throughout this Prospectus.

Aggressive Growth Portfolio seeks long-term growth of capital. It
pursues its objective by investing primarily in common stocks selected
for their growth potential, and normally invests at least 50% of its
equity assets in medium-sized companies. Medium-sized companies are
those whose market capitalizations fall within the range of companies
in the S&P MidCap 400 Index. Market capitalization is a commonly used
measure of the size and value of a company. The market capitalizations
within the Index will vary, but as of December 31, 1998, they ranged
from approximately $142 million to $73 billion.

The following questions and answers are designed to help you better understand
Aggressive Growth Portfolio's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

The Portfolio may invest substantially all of its assets in common
stocks if its portfolio manager believes that common stocks will
appreciate in value. The portfolio manager generally takes a "bottom
up" approach to selecting companies. In other words, he seeks to
identify individual companies with earnings growth potential that may
not be recognized by the market at large. He makes this assessment by
looking at companies one at a time, regardless of size, country of
organization, place of principal business activity, or other similar
selection criteria. Realization of income is not a significant
consideration when choosing investments for the Portfolio. Income
realized on the Portfolio's investments will be incidental to its
objectives.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Investment objective, principal investment strategies and risks 5
<PAGE>

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

6 Janus Aspen Series
<PAGE>

GENERAL PORTFOLIO POLICIES

OTHER TYPES OF INVESTMENTS
Aggressive Growth Portfolio invests primarily in domestic and foreign
equity securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Portfolio may also invest to a lesser degree in other types of
securities. These securities (which are described in the Glossary) may
include:

- debt securities

- indexed/structured securities

- high-yield/high-risk securities (less than 35% of the Portfolio's
assets)

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

Investment objective, principal investment strategies and risks 7
<PAGE>

8 Janus Aspen Series
<PAGE>

RISKS FOR AGGRESSIVE GROWTH PORTFOLIO

The following questions and answers are designed to help you better understand
some of the risks of investing in Aggressive Growth Portfolio.

1. THE PORTFOLIO MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW DOES THE NONDIVERSIFIED STATUS OF AGGRESSIVE GROWTH PORTFOLIO AFFECT ITS
RISK?

3. HOW COULD THE PORTFOLIO'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

Investment objective, principal investment strategies and risks 9
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

5. HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?

The Portfolio may use futures, options and other derivative
instruments to "hedge" or protect its portfolio from adverse 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. The portfolio manager
believes the use of these instruments will benefit the Portfolio.
However, the Portfolio's performance could be worse than if the
Portfolio had not used such instruments if the portfolio manager's
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

6. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

10 Janus Aspen Series
<PAGE>
Management of the portfolio

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Portfolio Percentage (%) Percentage (%)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aggressive Growth Portfolio First $300 Million 0.75 N/A(1)
Next $200 Million 0.70
Over $500 Million 0.65
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to reduce Aggressive Growth Portfolio's management
fee to the extent that such fee exceeds the effective rate of the Janus
Enterprise Fund. Janus Capital has agreed to continue such waivers until at
least the next annual renewal of the advisory contracts. The effective rate
is the management 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 Enterprise Fund was 0.69% for the quarter ended
March 31, 1999.

Management of the portfolio 11
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

ASSISTANT PORTFOLIO MANAGER

12 Janus Aspen Series
<PAGE>
Other information

CLASSES OF SHARES

CONFLICTS OF INTEREST

YEAR 2000

Preparing for Year 2000 is a high priority for Janus Capital, which
has established a dedicated group to address this issue. Janus Capital
has devoted considerable internal resources and has engaged one of the
foremost experts in the field to help achieve Year 2000 readiness.
Janus Capital does not anticipate that Year 2000-related issues will
have a material impact on its ability to continue to provide the
Portfolios with service at current levels; however, Janus Capital
cannot make any assurances that the steps it has taken to ensure Year
2000 readiness will be successful. In addition, there can be no
assurance that Year 2000 issues will not affect the companies in which
the Portfolio invests or worldwide markets and economies.

Other information 13
<PAGE>
Distributions and taxes

DISTRIBUTIONS

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of a Portfolio, regardless of how long the shares have
been held. Undistributed income and realized gains are included in the
daily NAV of the Portfolio's Shares. The Share price of the Portfolio
drops by the amount of the distribution, net of any subsequent market
fluctuations. For example, assume that on December 31, the Shares of
Aggressive Growth Portfolio declared a dividend in the amount of $0.25
per share. If the price of Aggressive Growth 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

TAXATION OF THE PORTFOLIO

14 Janus Aspen Series
<PAGE>
Shareholder's guide

PRICING OF PORTFOLIO SHARES

PURCHASES

REDEMPTIONS

Shareholder's guide 15
<PAGE>

SHAREHOLDER COMMUNICATIONS

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

16 Janus Aspen Series
<PAGE>
Financial highlights

The financial highlights tables are intended to help you understand
the Institutional Shares' financial performance for each of the five
most recent fiscal years. Items 1 through 9 reflect financial results
for a single Share. Total return in the tables represents the rate
that an investor would have earned (or lost) on an investment in each
of the Institutional Shares of the Portfolio (assuming reinvestment of
all dividends and distributions) but does not include charges and
expenses attributable to any insurance product. This information has
been audited by PricewaterhouseCoopers LLP, whose report, along with
the Portfolio's financial statements, is included in the Annual
Report, which is available upon request and incorporated by reference
into the SAI.

(1) Commissions payable by the Portfolio for transactions effected by a
broker-dealer affiliated with Janus Capital were credited against the
Portfolio's operating expenses. The effect of such directed brokerage
arrangement was de minimis.
(2) The ratio was 1.14% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.
(3) The ratio was 0.93% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.
(4) The ratio was 0.83% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.
(5) The ratio was 0.78% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.
(6) The ratio was 0.75% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Enterprise Fund.

Financial highlights 17
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

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

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.

18 Janus Aspen Series
<PAGE>

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.

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

20 Janus Aspen Series
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

Glossary of investment terms 21
<PAGE>

[This page intentionally left blank]

22 Janus Aspen Series
<PAGE>

[JANUS LOGO]

1-800-29JANUS
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

Investment Company Act File No. 811-7736

<PAGE>

[JANUS LOGO]

Janus Aspen Series

PROSPECTUS
MAY 1, 1999
Flexible Income Portfolio

[JANUS LOGO]

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Flexible Income Portfolio................................ 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Flexible Income Portfolio................................ 5
General portfolio policies............................... 6
Risks for Flexible Income Portfolio...................... 8
MANAGEMENT OF THE PORTFOLIO
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Pricing of Portfolio Shares.............................. 14
Purchases................................................ 14
Redemptions.............................................. 14
Shareholder communications............................... 15
FINANCIAL HIGHLIGHTS........................................ 16
GLOSSARY
Glossary of investment terms............................. 17
RATING CATEGORIES
Explanation of rating categories......................... 21

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

FLEXIBLE INCOME PORTFOLIO

Flexible Income Portfolio is designed for long-term investors who
primarily seek current income.

1. WHAT IS THE INVESTMENT OBJECTIVE OF FLEXIBLE INCOME PORTFOLIO?

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

- FLEXIBLE INCOME PORTFOLIO seeks to obtain maximum total return,
consistent with preservation of capital.

The Trustees may change the objective without a shareholder vote and
the Portfolio will notify you of any changes that are material. If
there is a material change to the Portfolio's objective or policies,
you should consider whether it remains an appropriate investment for
you. There is no guarantee that the Portfolio will meet its objective.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF FLEXIBLE INCOME PORTFOLIO?

In addition to considering economic factors such as the effect of
interest rates on the Portfolio's investments, the portfolio manager
applies a "bottom up" approach in choosing investments. In other
words, he looks mostly for income-producing securities that meet his
investment criteria one at a time. If the portfolio manager is unable
to find such investments, the Portfolio's assets may be in cash or
similar investments.
Flexible Income Portfolio invests primarily in a wide variety of
income-producing securities such as corporate bonds and notes,
government securities and preferred stock. As a fundamental policy,
the Portfolio will invest at least 80% of its assets in
income-producing securities. The Portfolio may own an unlimited amount
of high-yield/high-risk fixed-income securities, and these securities
may be a big part of the portfolio.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN FLEXIBLE INCOME PORTFOLIO?

Although Flexible Income Portfolio may be less volatile than funds
that invest most of their assets in common stocks, the Portfolio's
returns and yields will vary, and you could lose money.

The Portfolio invests in a variety of fixed-income securities. A
fundamental risk is that the value of these securities will fall if
interest rates rise. Generally, the value of a fixed-income portfolio
will decrease when interest rates rise, which means the Portfolio's
NAV will likewise decrease. Another fundamental risk associated with
fixed-income funds is credit risk, which is the risk that an issuer
will be unable to make principal and interest payments when due.

Flexible Income Portfolio may invest an unlimited amount of its assets
in high-yield/high-risk securities, also known as "junk" bonds which
may be sensitive to economic changes, political changes, or adverse
developments specific to the company that issued the bond. These
securities generally have a greater credit risk than other types of
fixed-income securities. Because of these factors, the performance and
NAV of the Portfolio may vary significantly, depending upon its
holdings of junk bonds.

An investment in the Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

2 Janus Aspen Series
<PAGE>

The following information provides some indication of the risks of
investing in Flexible Income Portfolio by showing how Flexible Income
Portfolio's performance has varied over time. The bar chart depicts
the change in performance from year-to-year during the period
indicated, but does not include charges and expenses attributable to
any insurance product which would lower the performance illustrated.
The Portfolio does not impose any sales or other charges that would
affect total return computations. Total return figures include the
effect of the Portfolio's expenses. The table compares the average
annual returns for the Shares of the Portfolio for the periods
indicated to a broad-based securities market index.

FLEXIBLE INCOME PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Flexible Income
Portfolio - Institutional Shares from 1994 through 1998:

Annual returns for periods ended 12/31

(0.91)% 23.86% 9.19% 11.76% 9.11%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 6.71% Worst Quarter 3rd-1998 (1.08%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Flexible Income Portfolio - Institutional Shares 9.11% 10.32% 9.87%
Lehman Brothers Gov't/Corp Bond Index* 9.47% 7.30% 6.90%
----------------------------------------
</TABLE>

* Lehman Brothers Gov't/Corp Bond Index is composed of all bonds that
are of investment grade with at least one year until maturity.

Flexible Income Portfolio's past performance does not necessarily
indicate how it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

This table and example are designed to assist participants in
qualified plans that invest in the Shares of the Portfolio in
understanding the fees and expenses that you may pay as an investor in
the Shares. The information shown is based upon gross expenses
(without the effect of expense offset arrangements) for the fiscal
year ended December 31, 1998. OWNERS OF VARIABLE INSURANCE CONTRACTS
THAT INVEST IN THE SHARES SHOULD REFER TO THE VARIABLE INSURANCE
CONTRACT PROSPECTUS FOR A DESCRIPTION OF FEES AND EXPENSES, AS THE
TABLE AND EXAMPLE DO NOT REFLECT DEDUCTIONS AT THE SEPARATE ACCOUNT
LEVEL OR CONTRACT LEVEL FOR ANY CHARGES THAT MAY BE INCURRED UNDER A
CONTRACT.
<TABLE>
<CAPTION>
Management Other Total Annual Fund
Fee Expenses Operating Expenses
<S> <C> <C> <C>
Flexible Income Portfolio 0.65% 0.08% 0.73%
</TABLE>

- --------------------------------------------------------------------------------
EXAMPLE:
THE FOLLOWING EXAMPLE IS BASED ON EXPENSES WITHOUT WAIVERS OR
REDUCTIONS. This example is intended to help you compare the cost of
investing in the Portfolio with the cost of investing in other mutual
funds. The example assumes that you invest $10,000 in the Portfolio for
the time periods indicated then redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5%
return each year, and that the Portfolio's operating expenses remain the
same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------
<S> <C> <C> <C> <C>
Flexible Income Portfolio $ 75 $233 $ 406 $ 906
</TABLE>

4 Janus Aspen Series
<PAGE>
Investment objective, principal investment
strategies and risks

Flexible Income Portfolio has a similar investment objective and
similar principal investment strategies to Janus Flexible Income Fund.

FLEXIBLE INCOME PORTFOLIO

This section takes a closer look at the investment objective of
Flexible Income Portfolio, its principal investment strategies and
certain risks of investing in the Portfolio. Strategies and policies
that are noted as "fundamental" cannot be changed without a
shareholder vote.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

Flexible Income Portfolio seeks to obtain maximum total return,
consistent with preservation of capital. It pursues its objective by
primarily investing in a wide variety of income-producing securities
such as corporate bonds and notes, government securities and preferred
stock. As a fundamental policy, the Portfolio will invest at least 80%
of its assets in income-producing securities. The Portfolio may own an
unlimited amount of high-yield/high-risk securities, and these may be
a big part of the portfolio. This Portfolio generates total return
from a combination of current income and capital appreciation, but
income is usually the dominant portion.

The following questions and answers are designed to help you better understand
Flexible Income Portfolio's principal investment strategies.

1. HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?

Generally, a fixed-income security will increase in value when
interest rates fall and decrease in value when interest rates rise.
Longer-term securities are generally more sensitive to interest rate
changes than shorter-term securities, but they generally offer higher
yields to compensate investors for the associated risks. High-yield
bond prices are generally less directly responsive to interest rate
changes than investment grade issues and may not always follow this
pattern. A bond fund's average-weighted effective maturity and its
duration are measures of how the fund may react to interest rate
changes.

Investment objective, principal investment strategies and risks 5
<PAGE>

2. HOW DOES FLEXIBLE INCOME PORTFOLIO MANAGE INTEREST RATE RISK?

The Portfolio may vary the average-weighted effective maturity of its
assets to reflect its portfolio manager's analysis of interest rate
trends and other factors. The Portfolio's average-weighted effective
maturity will tend to be shorter when the portfolio manager expects
interest rates to rise and longer when the portfolio manager expects
interest rates to fall. The Portfolio may also use futures, options
and other derivatives to manage interest rate risks.

3. WHAT IS MEANT BY THE PORTFOLIO'S "AVERAGE-WEIGHTED EFFECTIVE MATURITY"?

The stated maturity of a bond is the date when the issuer must repay
the bond's entire principal value to an investor. Some types of bonds
may also have an "effective maturity" that is shorter than the stated
date due to prepayment or call provisions. Securities without
prepayment or call provisions generally have an effective maturity
equal to their stated maturity. Dollar-weighted effective maturity is
calculated by averaging the effective maturity of bonds held by the
Portfolio with each effective maturity "weighted" according to the
percentage of net assets that it represents.

4. WHAT IS MEANT BY THE PORTFOLIO'S "DURATION"?

A bond's duration indicates the time it will take an investor to
recoup his investment. Unlike average maturity, duration reflects both
principal and interest payments. Generally, the higher the coupon rate
on a bond, the lower its duration will be. The duration of a bond
portfolio is calculated by averaging the duration of bonds held by a
fund with each duration "weighted" according to the percentage of net
assets that it represents. Because duration accounts for interest
payments, the Portfolio's duration is usually shorter than its average
maturity.

5. WHAT IS A HIGH-YIELD/HIGH-RISK SECURITY?

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

GENERAL PORTFOLIO POLICIES

6 Janus Aspen Series
<PAGE>

OTHER TYPES OF INVESTMENTS
Flexible Income Portfolio invests primarily in fixed-income securities
which may include corporate bonds and notes, government securities,
preferred stock, high-yield/high-risk fixed-income securities and
municipal obligations. The Portfolio may also invest to a lesser
degree in other types of securities. These securities (which are
described in the Glossary) may include:

- common stocks

- mortgage- and asset-backed securities

- zero coupon, pay-in-kind and step coupon securities

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

Investment objective, principal investment strategies and risks 7
<PAGE>

portfolio manager believes such changes are desirable. Portfolio
turnover rates are generally not a factor in making buy and sell
decisions.

RISKS FOR FLEXIBLE INCOME PORTFOLIO

Because the Portfolio invests substantially all of its assets in
fixed-income securities, it is subject to risks such as credit or
default risks, and decreased value due to interest rate increases. The
Portfolio's performance may also be affected by risks to certain types
of investments, such as foreign securities and derivative instruments.

The following questions and answers are designed to help you better understand
some of the risks of investing in the Flexible Income Portfolio.

1. WHAT IS MEANT BY "CREDIT QUALITY" AND WHAT ARE THE RISKS ASSOCIATED WITH IT?

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

2. HOW IS CREDIT QUALITY MEASURED?

Ratings published by nationally recognized statistical rating agencies
such as Standard & Poor's Ratings Service and Moody's Investors
Service, Inc. are widely accepted measures of credit risk. The lower a
bond issue is rated by an agency, the more credit risk it is
considered to represent. Lower rated bonds generally pay higher yields
to compensate investors for the associated risk. Please refer to
"Explanation of Rating Categories" on page 20 for a description of
rating categories.

3. HOW COULD THE PORTFOLIO'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Aspen Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

The junk bond market can experience sudden and sharp price swings.
Because Flexible Income Portfolio may invest a significant portion of
its assets in high-yield/high-risk securities, investors should be
willing to tolerate a corresponding increase in the risk of
significant and sudden changes in NAV.

Please refer to "Explanation of Rating Categories" on page 20 for a
description of bond rating categories.

5. HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?

The Portfolio may use futures, options and other derivative
instruments to "hedge" or protect its portfolio from adverse 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. The portfolio manager
believes the use of these instruments will benefit the Portfolio.
However, the Portfolio's performance could be worse than if the
Portfolio had not used such instruments if the portfolio manager's
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

6. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

The portfolio manager carefully researches each potential investment
before making an investment decision and, among other things, consider
Year 2000 readiness when selecting portfolio holdings. However, there
is no guarantee that the information the portfolio manager receives
regarding a company's Year 2000 readiness is completely accurate. If a
company has not satisfactorily addressed Year 2000 issues, the
Portfolio's performance could suffer.

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the portfolio

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Portfolio Percentage (%) Percentage (%)
<S> <C> <C> <C>
Flexible Income Portfolio First $300 Million 0.65 1.00(1)
Over $300 Million 0.55
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to limit the Portfolio's expenses as indicated
until at least the next annual renewal of the advisory contracts.

10 Janus Aspen Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

RONALD V. SPEAKER
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Flexible
Income Portfolio which he has managed or co-managed since its
inception. He previously served as co-manager of High-Yield
Portfolio, from its inception to May 1998. He managed Short-Term
Bond Portfolio from its inception through April 1996. Mr. Speaker
joined Janus Capital in 1986. He has managed or co-managed Janus
Flexible Income Fund since December 1991 and previously managed
both Janus Short-Term Bond Fund and Janus Federal Tax-Exempt Fund
from inception through December 1995. He previously managed or
co-managed Janus High-Yield Fund from its inception to February
1998. He holds a Bachelor of Arts in Finance from the University
of Colorado and is a Chartered Financial Analyst.

In January 1997, Mr. Speaker settled an SEC administrative action
involving two personal trades made by him in January of 1993.
Without admitting or denying the allegations, Mr. Speaker agreed
to civil money penalty, disgorgement, and interest payments
totaling $37,199 and to a 90-day suspension which ended on April
25, 1997.

Management of the portfolio 11
<PAGE>
Other information

CLASSES OF SHARES

CONFLICTS OF INTEREST

YEAR 2000

12 Janus Aspen Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Portfolio, regardless of how long the shares have
been held. Undistributed income and realized gains are included in the
daily NAV of the Portfolio's Shares. The Share price of the Portfolio
drops by the amount of the distribution, net of any subsequent market
fluctuations. For example, assume that on December 31, the Shares of
Flexible Income Portfolio declared a dividend in the amount of $0.25
per share. If the price of Flexible Income 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

TAXATION OF THE PORTFOLIO

The Portfolio does not expect to pay any federal income or excise
taxes because they intend 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.

Distributions and taxes 13
<PAGE>
Shareholder's guide

PRICING OF PORTFOLIO SHARES

PURCHASES

REDEMPTIONS

14 Janus Aspen Series
<PAGE>

SHAREHOLDER COMMUNICATIONS

Shareholder's guide 15
<PAGE>
Financial highlights

The financial highlights tables are intended to help you understand
the Institutional Shares' financial performance for each of the five
most recent fiscal years. Items 1 through 9 reflect financial results
for a single Share. Total return in the tables represents the rate
that an investor would have earned (or lost) on an investment in each
of the Institutional Shares of the Portfolio (assuming reinvestment of
all dividends and distributions) but does not include charges and
expenses attributable to any insurance product. This information has
been audited by PricewaterhouseCoopers LLP, whose report, along with
the Portfolio's financial statements, is included in the Annual
Report, which is available upon request and incorporated by reference
into the SAI.

<TABLE>
<CAPTION>
FLEXIBLE INCOME PORTFOLIO - INSTITUTIONAL SHARES
- ------------------------------------------------------------------------------------------------------------------------
Periods ending December 31
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $11.78 $11.24 $11.11 $9.48 $9.97
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.64 0.67 0.74 0.53 0.47
3. Net gains or losses on securities (both realized and
unrealized) 0.41 0.62 0.24 1.70 (0.56)
4. Total from investment operations 1.05 1.29 0.98 2.23 (0.09)
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.67) (0.64) (0.72) (0.60) (0.40)
6. Tax return of capital distributions -- -- -- -- --
7. Distributions (from capital gains) (0.11) (0.11) (0.13) -- --
8. Total distributions (0.78) (0.75) (0.85) (0.60) (0.40)
9. NET ASSET VALUE, END OF PERIOD $12.05 $11.78 $11.24 $11.11 $9.48
10. Total return 9.11% 11.76% 9.19% 23.86% (0.91%)
11. Net assets, end of period (in thousands) $129,582 $54,098 $25,315 $10,831 $1,924
12. Average net assets for the period (in thousands) $86,627 $36,547 $17,889 $5,556 $1,636
13. Ratio of gross expenses to average net assets 0.73% 0.75% 0.84% 1.07% N/A
14. Ratio of net expenses to average net assets 0.73% 0.75% 0.83% 1.00% 1.00%(1)
15. Ratio of net investment income to average net assets 6.36% 6.90% 7.31% 7.46% 5.49%
16. Portfolio turnover rate 145% 119% 250% 236% 234%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The ratio was 1.35% before waiver of certain fees incurred by the Portfolio.

16 Janus Aspen Series
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

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

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.

Glossary of investment terms 17
<PAGE>

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.

18 Janus Aspen Series
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

Glossary of investment terms 19
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

20 Janus Aspen Series
<PAGE>
Explanation of rating categories

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

STANDARD & POOR'S
RATINGS SERVICES

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

Explanation of rating categories 21
<PAGE>

MOODY'S INVESTORS SERVICE, INC.

<TABLE>
<S> <C>
BOND RATING EXPLANATION
-----------------------------------------------------------------------------------------
Investment Grade
Aaa......................... Highest quality, smallest degree of investment risk.
Aa.......................... High quality; together with Aaa bonds, they compose the
high-grade bond group.
A........................... Upper-medium grade obligations; many favorable investment
attributes.
Baa......................... Medium-grade obligations; neither highly protected nor
poorly secured. Interest and principal appear adequate for
the present but certain protective elements may be lacking
or may be unreliable over any great length of time.
Non-Investment Grade
Ba.......................... More uncertain, with speculative elements. Protection of
interest and principal payments not well safeguarded during
good and bad times.
B........................... Lack characteristics of desirable investment; potentially
low assurance of timely interest and principal payments or
maintenance of other contract terms over time.
Caa......................... Poor standing, may be in default; elements of danger with
respect to principal or interest payments.
Ca.......................... Speculative in a high degree; could be in default or have
other marked shortcomings.
C........................... Lowest-rated; extremely poor prospects of ever attaining
investment standing.
</TABLE>

Unrated securities will be treated as noninvestment grade securities
unless a portfolio manager determines that such securities are the
equivalent of investment grade securities. Securities that have
received ratings from more than one agency are considered investment
grade if at least one agency has rated the security investment grade.

22 Janus Aspen Series
<PAGE>

SECURITIES HOLDINGS BY RATING CATEGORY

During the fiscal period ended December 31, 1998, the percentage of
securities holdings for Flexible Income Portfolio by rating category
based upon a weighted monthly average was:

<TABLE>
<CAPTION>
FLEXIBLE INCOME PORTFOLIO
----------------------------------------------------------------------------------------
<S> <C>
BONDS-S&P RATING:
AAA 24%
AA 4%
A 13%
BBB 18%
BB 13%
B 15%
CCC 1%
CC 0%
C 0%
Preferred Stock 2%
Cash and Options 10%
TOTAL 100%
----------------------------------------------------------------------------------------
</TABLE>

Explanation of rating categories 23
<PAGE>

[JANUS LOGO]

1-800-29JANUS
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

Investment Company Act File No. 811-7736
<PAGE>

[JANUS LOGO]

Janus Aspen Series

PROSPECTUS
MAY 1, 1999
Balanced Portfolio

[JANUS LOGO]

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Balanced Portfolio....................................... 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Investment objective and principal investment
strategies............................................... 5
General portfolio policies............................... 6
Risks for Balanced Portfolio............................. 8
MANAGEMENT OF THE PORTFOLIO
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Pricing of portfolio shares.............................. 14
Purchases................................................ 14
Redemptions.............................................. 14
Shareholder communications............................... 15
FINANCIAL HIGHLIGHTS........................................ 16
GLOSSARY
Glossary of investment terms............................. 17

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

BALANCED PORTFOLIO

Balanced Portfolio is designed for investors who primarily seek growth
of capital with current income. It is not designed for investors who
desire a consistent level of income.

1. WHAT IS THE INVESTMENT OBJECTIVE OF BALANCED PORTFOLIO?

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

- BALANCED PORTFOLIO seeks long-term capital growth, consistent
with preservation of capital and balanced by current income.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF BALANCED PORTFOLIO?

3. WHAT ARE THE MAIN RISKS OF INVESTING IN BALANCED PORTFOLIO?

The value of the Portfolio may decrease if the value of an individual
company in the portfolio decreases. The value of the Portfolio could
also decrease if the stock market goes down. If the value of the
Portfolio decreases, its NAV will also decrease, which means if you
sell your shares in the Portfolio you would get back less money.

An investment in this Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

2 Janus Aspen Series
<PAGE>

The following information provides some indication of the risks of
investing in Balanced Portfolio by showing how Balanced Portfolio's
performance has varied over time. The bar chart depicts the change in
performance from year-to-year during the period indicated, but does
not include charges and expenses attributable to any insurance product
which would lower the performance illustrated. The Portfolio does not
impose any sales or other charges that would affect total return
computations. Total return figures include the effect of the
Portfolio's expenses. The table compares the average annual returns
for the Shares of the Portfolio for the period indicated to a
broad-based securities market index.

BALANCED PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Balanced Portfolio -
Institutional Shares from 1994 through 1998:

Annual returns for periods ended 12/31

0.84% 24.79% 16.18% 22.10% 34.28%
1994 1995 1996 1997 1998

Each percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 20.32% Worst Quarter 3rd-1998 (4.97%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------
<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Balanced Portfolio - Institutional Shares 34.28% 19.11% 19.53%
S&P 500 Index* 28.74% 24.08% 23.06%
Lehman Brothers Gov't/Corp Bond Index** 9.47% 7.30% 6.90%
----------------------------------------
</TABLE>

Balanced Portfolio's past performance does not necessarily indicate
how it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Management Other Total Annual Fund
Fee Expenses Operating Expenses*
<S> <C> <C> <C>
Balanced Portfolio 0.72% 0.02% 0.74%
</TABLE>

- --------------------------------------------------------------------------------
* Janus Capital will reduce the Management Fee for Balanced Portfolio to
the level of Janus Balanced Fund. Janus Capital has agreed to continue
the fee reduction until at least the next annual renewal of the advisory
agreement. This fee reduction arrangement did not affect the Portfolio's
fee in 1998.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------
<S> <C> <C> <C> <C>
Balanced Portfolio $76 $237 $411 $918
</TABLE>

4 Janus Aspen Series
<PAGE>
Investment objective, principal investment
strategies and risks

Balanced Portfolio has a similar investment objective and similar
principal investment strategies to Janus Balanced Fund. Although it is
anticipated that the Portfolio and Janus Balanced Fund will hold
similar securities, differences in asset size, cash flow needs and
other factors may result in differences in investment performance. The
expenses of the Portfolio and Janus Balanced Fund are expected to
differ. The variable contract owner will also bear various insurance
related costs at the insurance company level. You should review the
accompanying separate account prospectus for a summary of fees and
expenses.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
Balanced Portfolio, its principal investment strategies and certain
risks of investing in the Portfolio. Strategies and policies that are
noted as "fundamental" cannot be changed without a shareholder vote.

The following questions and answers are designed to help you better understand
Balanced Portfolio's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

3. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF BALANCED
PORTFOLIO'S HOLDINGS?

Balanced Portfolio shifts assets between the growth and income
components of its holdings 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, the Portfolio will place a greater emphasis on the growth
component.

Investment objective, principal investment strategies and risks 5
<PAGE>

4. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF BALANCED PORTFOLIO'S
INVESTMENTS?

The growth component of the Portfolio's investments is expected to
consist primarily of common stocks, but may also include warrants,
preferred stocks or convertible securities selected primarily for
their growth potential.

5. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF BALANCED PORTFOLIO'S
HOLDINGS?

The income component of Balanced Portfolio will consist of securities
that the portfolio manager believes have income potential. Such
securities may include equity securities, convertible securities and
all types of debt securities. Equity securities may be included in the
income component of a 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.

6. HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?

GENERAL PORTFOLIO POLICIES

OTHER TYPES OF INVESTMENTS
Balanced Portfolio invests in domestic and foreign equity securities
with varying degrees of emphasis on income which may include preferred
stocks, common stocks, warrants and securities convertible into common
or preferred stocks. The Portfolio may also invest to a lesser degree
in other types of securities. These securities (which are described in
the Glossary) may include:

- debt securities

- indexed/structured securities

6 Janus Aspen Series
<PAGE>

- high-yield/high-risk securities (less than 35% of the Portfolio's
assets)

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR BALANCED PORTFOLIO

The following questions and answers are designed to help you better understand
some of the risks of investing in Balanced Portfolio.

1. THE PORTFOLIO MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW COULD THE PORTFOLIO'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Aspen Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

3. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

4. WHAT IS MEANT BY "CREDIT QUALITY" AND WHAT ARE THE RISKS ASSOCIATED WITH IT?

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

5. HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?

The Portfolio may use futures, options and other derivative
instruments to "hedge" or protect its portfolio from adverse 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. The portfolio manager
believes the use of these instruments will benefit the Portfolio.
However, the Portfolio's performance could be worse than if the
Portfolio had not used such instruments if the portfolio manager's
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

6. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the portfolio

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Portfolio Percentage (%) Percentage (%)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balanced Portfolio First $300 Million 0.75 N/A(1)
Next $200 Million 0.70
Over $500 Million 0.65
- --------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to reduce Balanced Portfolio's management fee to
the extent that such fee exceeds the effective rate of Janus Balanced Fund.
Janus Capital has agreed to continue such waivers until at least the next
annual renewal of the advisory contracts. The effective rate is the
management 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 Balanced Fund was 0.67% for the quarter ended March 31, 1999.

10 Janus Aspen Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

Management of the portfolio 11
<PAGE>
Other information

CLASSES OF SHARES

CONFLICTS OF INTEREST

YEAR 2000

12 Janus Aspen Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Portfolio, regardless of how long the shares have
been held. Undistributed income and realized gains are included in the
daily NAV of the Portfolio's Shares. The Share price of the Portfolio
drops by the amount of the distribution, net of any subsequent market
fluctuations. For example, assume that on December 31, the Shares of
Balanced Portfolio declared a dividend in the amount of $0.25 per
share. If the price of Balanced 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

TAXATION OF THE PORTFOLIO

Distributions and taxes 13
<PAGE>
Shareholder's guide

PRICING OF PORTFOLIO SHARES

PURCHASES

REDEMPTIONS

14 Janus Aspen Series
<PAGE>

SHAREHOLDER COMMUNICATIONS

Shareholder's guide 15
<PAGE>
Financial highlights

The financial highlights tables are intended to help you understand
Balanced Portfolio - Institutional Shares' financial performance for
each of the five most recent fiscal years. Items 1 through 9 reflect
financial results for a single Share. Total return in the tables
represents the rate that an investor would have earned (or lost) on an
investment in the Institutional Shares of the Portfolio (assuming
reinvestment of all dividends and distributions) but does not include
charges and expenses attributable to any insurance product. This
information has been audited by PricewaterhouseCoopers LLP, whose
report, along with the Portfolio's financial statements, is included
in the Annual Report, which is available upon request and incorporated
by reference into the SAI.

(1) Commissions payable by the Portfolio for transactions effected by a
broker-dealer affiliated with Janus Capital were credited against the
Portfolio's operating expenses. The effect of such directed brokerage
arrangement was de minimis.
(2) The ratio was 1.74% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.
(3) The ratio was 1.55% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.
(4) The ratio was 1.07% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.
(5) The ratio was 0.83% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.
(6) The ratio was 0.74% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Balanced Fund.

16 Janus Aspen Series
<PAGE>
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

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.

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.

Glossary of investment terms 17
<PAGE>

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.

18 Janus Aspen Series
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

Glossary of investment terms 19
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

20 Janus Aspen Series
<PAGE>

[JANUS LOGO]

1-800-29JANUS
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting your plan sponsor or visiting our Web site at
janus.com. In the Portfolio's Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Portfolios' performance during its last
fiscal year. Other information is also available from financial
intermediaries that sell Shares of the Portfolio.
The Statement of Additional Information provides detailed
information about the Portfolio and is incorporated into this
Prospectus by reference. You may review the Portfolios' Statement of
Additional Information at the Public Reference Room of the SEC or
get text only copies for a fee, by writing to or calling the Public
Reference Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You
may obtain the Statement of Additional Information for free from the
SEC's Web site at http://www.sec.gov.

Investment Company Act File No. 811-7736
<PAGE>

[JANUS LOGO]

Janus Aspen Series

PROSPECTUS
MAY 1, 1999
Capital Appreciation Portfolio

[JANUS LOGO]

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Capital Appreciation Portfolio........................... 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Investment objective and principal investment
strategies............................................... 5
General portfolio policies............................... 6
Risks for Capital Appreciation Portfolio................. 8
MANAGEMENT OF THE PORTFOLIO
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Pricing of portfolio shares.............................. 14
Purchases................................................ 14
Redemptions.............................................. 14
Shareholder communications............................... 15
FINANCIAL HIGHLIGHTS........................................ 16
GLOSSARY
Glossary of investment terms............................. 17

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

CAPITAL APPRECIATION PORTFOLIO

Capital Appreciation Portfolio is designed for long-term investors who
seek growth of capital and who can tolerate the greater risks
associated with common stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF CAPITAL APPRECIATION PORTFOLIO?

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

- CAPITAL APPRECIATION PORTFOLIO seeks long-term growth of capital.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF CAPITAL APPRECIATION PORTFOLIO?

Capital Appreciation Portfolio invests primarily in common stocks
selected for their growth potential. The Portfolio may invest in
companies of any size, from larger, well-established companies to
smaller, emerging growth companies.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN CAPITAL APPRECIATION PORTFOLIO?

Capital Appreciation Portfolio is nondiversified. In other words, it
may hold larger positions in a smaller number of securities than a
diversified fund. As a result, a single security's increase or
decrease in value may have a greater impact on the Portfolio's NAV and
total return.

An investment in the Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

2 Janus Aspen Series
<PAGE>

The following information provides some indication of the risks of
investing in the Capital Appreciation Portfolio by showing how Capital
Appreciation Portfolio's performance has varied over time. The bar
chart depicts the performance during the period indicated, but does
not include charges and expenses attributable to any insurance product
which would lower the performance illustrated. The Portfolio does not
impose any sales or other charges that would affect total return
computations. Total return figures include the effect of the
Portfolio's expenses. The table compares the average annual returns
for the Shares of the Portfolio for the periods indicated to a
broad-based securities market index.

CAPITAL APPRECIATION PORTFOLIO - INSTITUTIONAL SHARES

A BAR CHART showing Total Annual Returns for Capital Appreciation
Portfolio - Institutional Shares for 1998:

Annual returns for periods ended 12/31

58.11%
1998

The percentage is represented by a bar of proportionate size with
the actual return printed above the bar.

Best Quarter 4th-1998 33.98% Worst Quarter 3rd-1998 (9.98%)

Average annual total return for periods ended 12/31/98
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
1 year (5/1/97)
<S> <C> <C>
Capital Appreciation Portfolio - Institutional Shares 58.11% 51.65%
S&P 500 Index* 28.74% 31.38%
-----------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500 Stocks,
a widely recognized, unmanaged index of common stock prices.

Capital Appreciation Portfolio's past performance does not necessarily
indicate how it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

This table and example are designed to assist participants in
qualified plans that invest in the Shares of the Portfolio in
understanding the fees and expenses that you may pay as an investor in
the Shares. The information shown is based upon gross expenses
(without the effect of expense offset arrangements) for the fiscal
year ended December 31, 1998. OWNERS OF VARIABLE INSURANCE CONTRACTS
THAT INVEST IN THE SHARES SHOULD REFER TO THE VARIABLE INSURANCE
CONTRACT PROSPECTUS FOR A DESCRIPTION OF FEES AND EXPENSES, AS THE
TABLE AND EXAMPLE DO NOT REFLECT DEDUCTIONS AT THE SEPARATE ACCOUNT
LEVEL OR CONTRACT LEVEL FOR ANY CHARGES THAT MAY BE INCURRED UNDER A
CONTRACT.
<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Operating Expenses Operating Expenses
Management Other Without Waivers Total With Waivers
Fee Expenses or Reductions* Waivers and Reductions or Reductions*
<S> <C> <C> <C> <C> <C>
Capital Appreciation Portfolio 0.75% 0.22% 0.97% 0.05% 0.92%
</TABLE>

- --------------------------------------------------------------------------------
* All expenses are stated both with and without contractual waivers and
fee reductions by Janus Capital. Fee reductions for Capital Appreciation
Portfolio 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. Janus
Capital has agreed to continue the waivers and fee reductions until at
least the next annual renewal of the advisory agreement.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation Portfolio $ 99 $309 $ 536 $1,190
</TABLE>

4 Janus Aspen Series
<PAGE>
Investment objective, principal investment
strategies and risks

Capital Appreciation Portfolio has a similar investment objective and
similar principal investment strategies to Janus Twenty Fund. Prior to
May 1, 1999 Capital Appreciation Portfolio was managed in a similar
manner to Janus Olympus Fund.

Although it is anticipated that the Portfolio and its corresponding
retail fund will hold similar securities, differences in asset size,
cash flow needs and other factors may result in differences in
investment performance. The expenses of Capital Appreciation Portfolio
and Janus Twenty Fund are expected to differ. The variable contract
owner will also bear various insurance related costs at the insurance
company level. You should review the accompanying separate account
prospectus for a summary of fees and expenses.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
Capital Appreciation Portfolio, its principal investment strategies
and certain risks of investing in the Portfolio. Strategies and
policies that are noted as "fundamental" cannot be changed without a
shareholder vote.

Capital Appreciation Portfolio seeks long-term growth of capital. It
pursues its objective by investing primarily in common stocks selected
for their growth potential. The Portfolio may invest in companies of
any size, from larger, well-established companies to smaller, emerging
growth companies.

The following questions and answers are designed to help you better understand
Capital Appreciation Portfolio's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Investment objective, principal investment strategies and risks 5
<PAGE>

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size
and value of a company. It is computed by multiplying the current
market price of a share of the company's stock by the total number of
its shares outstanding. Although Capital Appreciation Portfolio does
not emphasize companies of any particular size, a Portfolio with a
larger asset base is more likely to invest in larger, more established
issuers.

GENERAL PORTFOLIO POLICIES

OTHER TYPES OF INVESTMENTS
Capital Appreciation Portfolio invests primarily in domestic and
foreign equity securities, which may include preferred stocks, common
stocks, warrants and securities convertible into common or preferred
stocks. The Portfolio may also invest to a lesser degree in other
types of securities. These securities (which are described in the
Glossary) may include:

- debt securities

- indexed/structured securities

- high-yield/high-risk securities (less than 35% of the Portfolio's
assets)

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

6 Janus Aspen Series
<PAGE>

adopted by the Portfolio's Trustees, certain restricted securities may
be deemed liquid, and will not be counted toward this 15% limit.

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR CAPITAL APPRECIATION PORTFOLIO

The following questions and answers are designed to help you better understand
some of the risks of investing in Capital Appreciation Portfolio.

1. THE PORTFOLIO MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW DOES THE NONDIVERSIFIED STATUS OF CAPITAL APPRECIATION PORTFOLIO AFFECT
ITS RISK?

3. HOW COULD THE PORTFOLIO'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Aspen Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

5. HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?

The Portfolio may use futures, options and other derivative
instruments to "hedge" or protect its portfolio from adverse 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. The portfolio manager
believes the use of these instruments will benefit the Portfolio.
However, the Portfolio's performance could be worse than if the
Portfolio had not used such instruments if the portfolio manager's
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

6. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the portfolio

INVESTMENT ADVISER

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

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Portfolio Percentage (%) Percentage (%)
<S> <C> <C> <C>

First $300
Capital Appreciation Portfolio First $300 Million 0.75 N/A(1)
Next $200 Million 0.70
Over $500 Million 0.65
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to reduce Capital Appreciation Portfolio's
management fee to the extent that such fee exceeds the effective rate of the
Janus retail fund corresponding to the Portfolio. Janus Capital has agreed
to continue such waivers until at least the next annual renewal of the
advisory contracts. The effective rate is the management fee calculated by
the corresponding retail fund as of the last day of each calendar quarter
(expressed as an annual rate). The effective rate of Janus Olympus Fund was
0.67% for the quarter ended March 31, 1999.

10 Janus Aspen Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

SCOTT W. SCHOELZEL
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Capital
Appreciation Portfolio, which he has managed since its inception.
He is portfolio manager of Janus Twenty Fund, which he has
managed since August 1997. He previously managed Janus Olympus
Fund from its inception to August 1997. Mr. Schoelzel joined
Janus Capital in January 1994. He holds a Bachelor of Arts in
Business from Colorado College.

Management of the portfolio 11
<PAGE>
Other information

CLASSES OF SHARES

CONFLICTS OF INTEREST

YEAR 2000

12 Janus Aspen Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Portfolio, regardless of how long the shares have
been held. Undistributed income and realized gains are included in the
daily NAV of the Portfolio's Shares. The Share price of the Portfolio
drops by the amount of the distribution, net of any subsequent market
fluctuations. For example, assume that on December 31, the Shares of
Capital Appreciation Portfolio declared a dividend in the amount of
$0.25 per share. If the price of Capital Appreciation 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

TAXATION OF THE PORTFOLIO

Distributions and taxes 13
<PAGE>
Shareholder's guide

PRICING OF PORTFOLIO SHARES

PURCHASES

The Portfolio reserves the right to reject any specific purchase
order. Purchase orders may be refused if, in Janus Capital's opinion,
they are of a size that would disrupt the management of the Portfolio.
Although there is no present intention to do so, the Portfolio may
discontinue sales of their shares if management and the Trustees
believe that continued sales may adversely affect the Portfolio's
ability to achieve its investment objective. If sales of the
Portfolio's Shares are discontinued, it is expected that existing
policy owners and plan participants invested in the Portfolio would be
permitted to continue to authorize investment in the Portfolio and to
reinvest any dividends or capital gains distributions, absent highly
unusual circumstances.

REDEMPTIONS

14 Janus Aspen Series
<PAGE>

SHAREHOLDER COMMUNICATIONS

Shareholder's guide 15
<PAGE>
Financial highlights

The financial highlights tables are intended to help you understand
Capital Appreciation Portfolio - Institutional Shares' financial
performance for the life of the Portfolio. Items 1 through 9 reflect
financial results for a single Share. Total return in the tables
represents the rate that an investor would have earned (or lost) on an
investment in the Institutional Shares of the Portfolio (assuming
reinvestment of all dividends and distributions) but does not include
charges and expenses attributable to any insurance product. This
information has been audited by PricewaterhouseCoopers LLP, whose
report, along with the Portfolio's financial statements, is included
in the Annual Report, which is available upon request and incorporated
by reference into the SAI.

<TABLE>
<CAPTION>
CAPITAL APPRECIATION PORTFOLIO - INSTITUTIONAL SHARES
- ------------------------------------------------------------------------------------
Periods ending
December 31
1998 1997(1)
<S> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $12.62 $10.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.01 0.05
3. Net gains or losses on securities (both realized and
unrealized) 7.32 2.61
4. Total from investment operations 7.33 2.66
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.01) (0.04)
6. Tax return of capital distributions -- --
7. Distributions (from capital gains) -- --
8. Total distributions (0.01) (0.04)
9. NET ASSET VALUE, END OF PERIOD $19.94 $12.62
10. Total return* 58.11% 26.60%
11. Net assets, end of period (in thousands) $74,187 $6,833
12. Average net assets for the period (in thousands) $25,964 $2,632
13. Ratio of gross expenses to average net assets** 0.92%(3) 1.26%(2)
14. Ratio of net expenses to average net assets** 0.91% 1.25%
15. Ratio of net investment income to average net assets** 0.27% 1.43%
16. Portfolio turnover rate** 91% 101%
- ------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.
(1) May 1, 1997 (inception) through December 31, 1997.
(2) The ratio was 2.19% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Olympus Fund.
(3) The ratio was 0.97% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Olympus Fund.

16 Janus Aspen Series
<PAGE>
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

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.

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.

Glossary of investment terms 17
<PAGE>

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.

18 Janus Aspen Series
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

Glossary of investment terms 19
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

20 Janus Aspen Series
<PAGE>

[JANUS LOGO]

1-800-29JANUS
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting your plan sponsor or visiting our Web site at
janus.com. In the Portfolio's Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Portfolios' performance during its last
fiscal year. Other information is also available from financial
intermediaries that sell Shares of the Portfolio.
The Statement of Additional Information provides detailed
information about the Portfolio and is incorporated into this
Prospectus by reference. You may review the Portfolios' Statement of
Additional Information at the Public Reference Room of the SEC or
get text only copies for a fee, by writing to or calling the Public
Reference Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You
may obtain the Statement of Additional Information for free from the
SEC's Web site at http://www.sec.gov.

Investment Company Act File No. 811-7736
<PAGE>

[JANUS LOGO]

Janus Aspen Series

PROSPECTUS
MAY 1, 1999
Growth and Income Portfolio

[JANUS LOGO]

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Growth and Income Portfolio.............................. 2
Fees and expenses........................................ 3
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Investment objective and principal investment
strategies............................................... 4
General portfolio policies............................... 5
Risks for Growth and Income Portfolio.................... 7
MANAGEMENT OF THE PORTFOLIO
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Purchases................................................ 14
Redemptions.............................................. 14
Shareholder communications............................... 15
FINANCIAL HIGHLIGHTS........................................ 16
GLOSSARY
Glossary of investment terms............................. 17

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

GROWTH AND INCOME PORTFOLIO

Growth and Income Portfolio is designed for investors who primarily
seek growth of capital with some emphasis on income. It is not
designed for investors who desire a consistent level of income.

1. WHAT IS THE INVESTMENT OBJECTIVE OF GROWTH AND INCOME PORTFOLIO?

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

- GROWTH AND INCOME PORTFOLIO seeks long-term capital growth and
current income.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF GROWTH AND INCOME PORTFOLIO?

Growth and Income Portfolio normally emphasizes investments in common
stocks. It will normally invest up to 75% of its assets in equity
securities selected primarily for their growth potential, and at least
25% of its assets in securities the portfolio manager believes have
income potential. Equity securities may make up part of this income
component if they currently pay dividends or the portfolio manager
believes they have potential for increasing or commencing dividend
payments.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN GROWTH AND INCOME PORTFOLIO?

The biggest risk is that the Portfolio's returns may vary, and you
could lose money. If you are considering investing in Growth and
Income Portfolio, remember that it is designed for long-term investors
who can accept the risks of investing in a portfolio with significant
common stock holdings. Common stocks tend to be more volatile than
other investment choices.

The value of the Portfolio may decrease if the value of an individual
company in the portfolio decreases. The value of the Portfolio could
also decrease if the stock market goes down. If the value of the
Portfolio decreases, its NAV will also decrease, which means if you
sell your shares in the Portfolio you would get back less money.

An investment in this Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

2 Janus Aspen Series
<PAGE>

FEES AND EXPENSES

- --------------------------------------------------------------------------------
* All expenses are stated both with and without contractual waivers and
fee reductions by Janus Capital. Fee reductions for Growth and Income
Portfolio reduce the Management Fee to the level of Janus Growth and
Income Fund. Other waivers, if applicable, are first applied against the
Management Fee and then against Other Expenses. Janus Capital has agreed
to continue the waivers and fee reductions until at least the next
annual renewal of the advisory agreement.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------
<S> <C> <C> <C> <C>
Growth and Income Portfolio $309 $945 $1,606 $3,374
</TABLE>

Risk return summary 3
<PAGE>
Investment objective, principal investment
strategies and risks

Growth and Income Portfolio has a similar investment objective and
similar principal investment strategies to Janus Growth and Income
Fund.

Although it is anticipated that the Portfolio and its corresponding
retail fund will hold similar securities, differences in asset size,
cash flow needs and other factors may result in differences in
investment performance. The expenses of Growth and Income Portfolio
and Janus Growth and Income Fund are expected to differ. The variable
contract owner will also bear various insurance related costs at the
insurance company level. You should review the accompanying separate
account prospectus for a summary of fees and expenses.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of Growth
and Income Portfolio, its principal investment strategies and certain
risks of investing in the Portfolio. Strategies and policies that are
noted as "fundamental" cannot be changed without a shareholder vote.

Please carefully review the "Risks" section of this Prospectus on
pages 7-8 for a discussion of risks associated with certain investment
techniques. We've also included a Glossary with descriptions of
investment terms used throughout this Prospectus.

Growth and Income Portfolio seeks long-term capital growth and current
income. It normally emphasizes investments in common stocks. It will
normally invest up to 75% of its assets in equity securities selected
primarily for their growth potential, and at least 25% of its assets
in securities the portfolio manager believes have income potential.
Because of this investment strategy, the Portfolio is not designed for
investors who need consistent income.

The following questions and answers are designed to help you better understand
Growth and Income Portfolio's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

4 Janus Aspen Series
<PAGE>

3. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF GROWTH
AND INCOME PORTFOLIO'S HOLDINGS?

Growth and Income Portfolio shifts assets between the growth and
income components of its holdings 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, the Portfolio will place a greater emphasis on the growth
component.

4. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF GROWTH AND INCOME
PORTFOLIO'S INVESTMENTS?

5. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF GROWTH AND INCOME
PORTFOLIO'S HOLDINGS?

The income component of Growth and Income 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.

6. HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?

GENERAL PORTFOLIO POLICIES

Investment objective, principal investment strategies and risks 5
<PAGE>

OTHER TYPES OF INVESTMENTS
Growth and Income Portfolio also invests in domestic and foreign
equity securities with varying degrees of emphasis on income which may
include preferred stocks, common stocks, warrants and securities
convertible into common or preferred stocks. The Portfolio may also
invest to a lesser degree in other types of securities. These
securities (which are described in the Glossary) may include:

- debt securities

- indexed/structured securities

- high-yield/high-risk securities (less than 35% of the Portfolio's
assets)

- options, futures, forwards and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis.

6 Janus Aspen Series
<PAGE>

portfolio manager believes such changes are desirable. Portfolio
turnover rates are generally not a factor in making buy and sell
decisions.

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR GROWTH AND INCOME PORTFOLIO

The following questions and answers are designed to help you better understand
some of the risks of investing in Growth and Income Portfolio.

1. THE PORTFOLIO MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW COULD THE PORTFOLIO'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Aspen Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

3. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
SECURITIES?

4. WHAT IS MEANT BY "CREDIT QUALITY" AND WHAT ARE THE RISKS ASSOCIATED WITH IT?

5. HOW DOES THE PORTFOLIO TRY TO REDUCE RISK?

The Portfolio may use futures, options and other derivative
instruments to "hedge" or protect its portfolio from adverse 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. The portfolio manager
believes the use of these instruments will benefit the Portfolio.
However, the Portfolio's performance could be worse than if the
Portfolio had not used such instruments if the portfolio manager's
judgement proves incorrect. Risks associated with the use of
derivative instruments are described in the SAI.

6. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the portfolio

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Portfolio Percentage (%) Percentage (%)
<S> <C> <C> <C>
Growth and Income Portfolio First $300 Million 0.75
Next $200 Million 0.70 1.25(1)(2)
Over $500 Million 0.65
- --------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to reduce Growth and Income Portfolio's management
fee to the extent that such fee exceeds the effective rate of Janus Growth
and Income Fund. Janus Capital has agreed to continue such waivers until at
least the next annual renewal of the advisory contracts. The effective rate
is the management 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 0.66% for the quarter
ended March 31, 1999.

(2) Janus Capital has agreed to limit the Portfolio's expenses as indicated
until at least the next annual renewal of the advisory contracts.

10 Janus Aspen Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

DAVID J. CORKINS
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Growth and
Income Portfolio which he has managed since its inception. He is
Executive Vice President and portfolio manager of Janus Growth
and Income Fund which he has managed since August 1997. 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 U.S. Consumer Services, Inc., a
Chase Manhattan mortgage business. He holds a Bachelor of Arts in
English and Russian from Dartmouth and received his Master of
Business Administration from Columbia University in 1993.

Management of the portfolio 11
<PAGE>
Other information

CLASSES OF SHARES

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

CONFLICTS OF INTEREST

YEAR 2000

12 Janus Aspen Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Portfolio, regardless of how long the shares have
been held. Undistributed income and realized gains are included in the
daily NAV of the Portfolio's Shares. The Share price of the Portfolio
drops by the amount of the distribution, net of any subsequent market
fluctuations. For example, assume that on December 31, the Shares of
Growth and Income Portfolio declared a dividend in the amount of $0.25
per share. If the price of Growth and Income 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

TAXATION OF THE PORTFOLIO

Distributions and taxes 13
<PAGE>
Shareholder's guide

PRICING OF PORTFOLIO SHARES

PURCHASES

REDEMPTIONS

14 Janus Aspen Series
<PAGE>

SHAREHOLDER COMMUNICATIONS

Shareholder's guide 15
<PAGE>
Financial highlights

The financial highlights tables are intended to help you understand
the Growth and Income Portfolio - Institutional Shares' financial
performance for the life of the Portfolio. Items 1 through 9 reflect
financial results for a single Share. Total return in the tables
represents the rate that an investor would have earned (or lost) on an
investment in the Institutional Shares of the Portfolio (assuming
reinvestment of all dividends and distributions) but does not include
charges and expenses attributable to any insurance product. This
information has been audited by PricewaterhouseCoopers LLP, whose
report, along with the Portfolio's financial statements, is included
in the Annual Report, which is available upon request and incorporated
by reference into the SAI.

<TABLE>
<CAPTION>
GROWTH AND INCOME PORTFOLIO - INSTITUTIONAL SHARES
- -----------------------------------------------------------------------------
Period ending
December 31
1998(1)
<S> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $10.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.02
3. Net gains (or losses) on securities (both realized and
unrealized) 1.96
4. Total from investment operations 1.98
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.02)
6. Tax return of capital distributions --
7. Distributions (from capital gains) --
8. Total distributions (0.02)
9. NET ASSET VALUE, END OF PERIOD $11.96
10. Total return* 19.80%
11. Net assets, end of period (in thousands) $6,413
12. Average net assets for the period (in thousands) $2,883
13. Ratio of gross expenses to average net assets** 1.25%(2)
14. Ratio of net expenses to average net assets** 1.25%
15. Ratio of net investment income to average net assets** 0.66%
16. Portfolio turnover rate** 62%
- -----------------------------------------------------------------------------
</TABLE>

* Total return not annualized.
** Annualized.
(1) May 1, 1998 (inception) through December 31, 1998.
(2) The ratio was 3.06% before waiver of certain fees and/or reduction of
adviser's fees to the effective rate of Janus Growth and Income Fund.

16 Janus Aspen Series
<PAGE>
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

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.

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.

Glossary of investment terms 17
<PAGE>

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.

18 Janus Aspen Series
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

Glossary of investment terms 19
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

20 Janus Aspen Series
<PAGE>

[JANUS LOGO]

1-800-29JANUS
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting your plan sponsor or visiting our Web site at
janus.com. In the Portfolio's Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Portfolios' performance during its last
fiscal year. Other information is also available from financial
intermediaries that sell Shares of the Portfolio.
The Statement of Additional Information provides detailed
information about the Portfolio and is incorporated into this
Prospectus by reference. You may review the Portfolios' Statement of
Additional Information at the Public Reference Room of the SEC or
get text only copies for a fee, by writing to or calling the Public
Reference Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You
may obtain the Statement of Additional Information for free from the
SEC's Web site at http://www.sec.gov.

Investment Company Act File No. 811-7736