JANUS ASPEN SERIES
497, 1999-05-24
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<PAGE>
                                         [JANUS LOGO]

                   Janus Aspen Series

                              PROSPECTUS
                              MAY 1, 1999
                              Growth Portfolio
                              Aggressive Growth Portfolio
                              Capital Appreciation Portfolio
                              International Growth Portfolio
                              Worldwide Growth Portfolio
                              Balanced Portfolio
                              Equity Income Portfolio
                              Growth and Income Portfolio
                              Money Market 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]

                This prospectus describes nine 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.

                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
                Portfolios.
<PAGE>

                                                               Table of contents

<TABLE>
                <S>                                                           <C>
                RISK/RETURN SUMMARY
                   Growth Portfolios........................................    2
                   Combination Portfolios...................................    7
                   Money Market Portfolio...................................    9
                   Fees and expenses........................................   11
                INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND
                RISKS
                   Growth Portfolios........................................   13
                   Combination Portfolios...................................   15
                   General portfolio policies of the Portfolios other than
                   Money Market Portfolio...................................   17
                   Risks for Growth, Global Growth and Combination
                   Portfolios...............................................   19
                   Money Market Portfolio...................................   22
                   Investment techniques....................................   23
                MANAGEMENT OF THE PORTFOLIOS
                   Investment adviser.......................................   25
                   Management expenses and expense limits...................   25
                   Investment personnel.....................................   26
                OTHER INFORMATION...........................................   29
                DISTRIBUTIONS AND TAXES
                   Distributions............................................   30
                   Taxes....................................................   30
                SHAREHOLDER'S GUIDE
                   Purchases................................................   32
                   Redemptions..............................................   33
                   Shareholder communications...............................   33
                FINANCIAL HIGHLIGHTS........................................   34
                GLOSSARY
                   Glossary of investment terms.............................   43

</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 AND CAPITAL APPRECIATION PORTFOLIO
            seek 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.

          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.

          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 AND CAPITAL APPRECIATION PORTFOLIO are
          nondiversified. In other words, they 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 some 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>

           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

           Each 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.

           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.

                                                          Risk return summary  5
<PAGE>

           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.

 6 Janus Aspen Series
<PAGE>

COMBINATION PORTFOLIOS

          The Combination Portfolios are designed for investors who primarily
          seek growth of capital with varying degrees of emphasis on income.
          They are not designed for investors who desire a consistent level of
          income.

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

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

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

          - EQUITY INCOME PORTFOLIO seeks current income and long-term growth
            of capital.

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

          The 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 COMBINATION PORTFOLIOS?

          The portfolio managers apply a "bottom up" approach in choosing
          investments. In other words, they look mostly for equity and
          income-producing securities that meet their investment criteria one at
          a time. If a portfolio manager is unable to find such investments,
          much of a 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.

          EQUITY INCOME PORTFOLIO normally emphasizes investments in common
          stocks, and growth potential is a significant investment
          consideration. Normally, it invests at least 65% of its assets in
          income-producing equity securities.

          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 THE COMBINATION 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
          Combination 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 NAV will also decrease, which means if you
          sell your shares in a Portfolio you would get back less money.

                                                          Risk return summary  7
<PAGE>

          The income component of the Portfolios' 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 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 some indication of the risks of
          investing in the Combination Portfolios by showing how each
          Combination Portfolio's 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
          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.

 8 Janus Aspen Series
<PAGE>

           EQUITY INCOME PORTFOLIO - INSTITUTIONAL SHARES

           A BAR CHART showing Total Annual Returns for Equity Income
           Portfolio - Institutional Shares for 1998:

           Annual returns for periods ended 12/31

                                                                         46.24%
                                                                          1998

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

           Best Quarter 4th-1998  28.51%  Worst Quarter 3rd-1998 (7.18%)

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

<TABLE>
<CAPTION>
                                                                                           Since Inception
                                                                                 1 year       (5/1/97)
                <S>                                                              <C>       <C>
                Equity Income Portfolio - Institutional Shares                   46.24%        50.20%
                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.

           GROWTH AND INCOME PORTFOLIO - INSTITUTIONAL SHARES

          Growth and Income Portfolio does not have a full calendar year return
          because the Portfolio commenced operations on May 1, 1998.

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

MONEY MARKET PORTFOLIO

          Money Market Portfolio is designed for investors who seek current
          income.

1. WHAT IS THE INVESTMENT OBJECTIVE OF MONEY MARKET PORTFOLIO?

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

          - MONEY MARKET PORTFOLIO seeks maximum current income to the extent
            consistent with stability of capital.

          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 in 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.

                                                          Risk return summary  9
<PAGE>

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

          MONEY MARKET PORTFOLIO will invest only in high-quality, short-term
          money market instruments that present minimal credit risks, as
          determined by Janus Capital. The Portfolio invests primarily in high
          quality debt obligations and obligations of financial institutions.
          Debt obligations may include commercial paper, notes and bonds, and
          variable amount master demand notes. Obligations of financial
          institutions include certificates of deposit and time deposits.

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

          The Portfolio's yields will vary as the short-term securities in the
          portfolio mature and the proceeds are reinvested in securities with
          different interest rates. Over time, the real value of the Portfolio's
          yield may be eroded by inflation. Although Money Market Portfolio
          invests only in high-quality, short-term money market instruments,
          there is a risk that the value of the securities it holds will fall as
          a result of changes in interest rates, an issuer's actual or perceived
          credit-worthiness or an issuer's ability to meet its obligations.

          An investment in Money Market Portfolio is not a deposit of a bank and
          is not insured or guaranteed by the Federal Deposit Insurance
          Corporation or any other government agency. Although the Portfolio
          seeks to preserve the value of your investment at $1.00 per share, it
          is possible to lose money by investing in Money Market Portfolio.

          The following information provides some indication of the risks of
          investing in the Money Market Portfolio by showing how Money Market
          Portfolio's performance has varied over time. The bar chart depicts
          the change in performance from year to year, 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 or yield
          computations. Total return and yield figures include the effect of the
          Portfolio's expenses.

           MONEY MARKET PORTFOLIO - INSTITUTIONAL SHARES

           A BAR CHART showing Total Annual Returns for Money Market Portfolio
           - Institutional Shares from 1996 through 1998:

           Annual returns for periods ended 12/31

                                                        5.05%    5.17%    5.36%
                                                        1996     1997     1998

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

           Best Quarter 3rd-1998  1.35%  Worst Quarter 2nd-1996 1.22%

          The 7-day yield for the Portfolio's Shares on December 31, 1998 was
          4.87%. For the Portfolio's current yield, call the Janus
          XpressLine(TM) at 1-888-979-7737.

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

 10 Janus Aspen Series
<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.

                                                         Risk return summary  11
<PAGE>

          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%
    Capital Appreciation Portfolio        0.75%       0.22%          0.97%               0.05%                   0.92%
    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%
    Equity Income Portfolio               0.75%       1.11%          1.86%               0.61%                   1.25%
    Growth and Income Portfolio           0.75%       2.31%          3.06%               1.81%                   1.25%
    Money Market Portfolio                0.25%       0.09%          0.34%                 N/A                   0.34%
</TABLE>

- --------------------------------------------------------------------------------
   * All expenses are stated both with and without contractual waivers and
     fee reductions by Janus Capital. Fee reductions for Growth, Aggressive
     Growth, Capital Appreciation, International Growth, Worldwide Growth,
     Balanced, Equity Income and Growth and Income 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
    Capital Appreciation Portfolio                                 $ 99       $309      $  536      $1,190
    International Growth Portfolio                                 $ 97       $303      $  526      $1,166
    Worldwide Growth Portfolio                                     $ 76       $237      $  411      $  918
    Balanced Portfolio                                             $ 76       $237      $  411      $  918
    Equity Income Portfolio                                        $189       $585      $1,006      $2,180
    Growth and Income Portfolio                                    $309       $945      $1,606      $3,374
    Money Market Portfolio                                         $ 35       $109      $  191      $  431
</TABLE>

 12 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
                  Capital Appreciation Portfolio                           Janus Twenty Fund*
                  International Growth Portfolio                          Janus Overseas Fund
                  Worldwide Growth Portfolio                             Janus Worldwide Fund
                  Balanced Portfolio                                      Janus Balanced Fund
                  Equity Income Portfolio                            Janus Equity Income Fund
                  Growth and Income Portfolio                    Janus Growth and Income Fund
                  Money Market Portfolio                              Janus Money Market Fund
</TABLE>

          * Prior to May 1, 1999 Capital Appreciation Portfolio was managed in a
            similar manner to Janus Olympus Fund.

          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 24-27 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

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

          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.

          CAPITAL APPRECIATION PORTFOLIO
          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.

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?

          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 Portfolios may invest and
          the Portfolios may at times have significant foreign exposure.

 14 Janus Aspen Series
<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. 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.

COMBINATION PORTFOLIOS

          This section takes a closer look at the investment objectives of each
          of the Combination Portfolios, their principal investment strategies
          and certain risks of investing in the Combination 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 24-27 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

          BALANCED PORTFOLIO
          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.

          EQUITY INCOME PORTFOLIO
          Equity Income Portfolio seeks current income and long-term growth of
          capital. It pursues its objective by normally emphasizing investments
          in common stock, and growth potential is a significant investment
          consideration. The Portfolio tries to provide a lower level of
          volatility than the S&P 500 Index. Normally, it invests at least 65%
          of its assets in income-producing equity securities including common
          and preferred stocks, warrants and securities that are convertible to
          common or preferred stocks.

          GROWTH AND INCOME PORTFOLIO
          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
the Combination Portfolios' principal investment strategies.

1. HOW DO THE COMBINATION PORTFOLIOS DIFFER FROM EACH OTHER?

          Growth and Income Portfolio places a greater emphasis on aggressive
          growth stocks and may derive a greater portion of its income from
          dividend-paying common stocks. Because of these factors, its NAV can
          be expected to fluctuate more than the other Combination Portfolios.
          Although Equity Income Portfolio

            Investment objectives, principal investment strategies and risks  15
<PAGE>

          invests substantially all of its assets in common stocks, it
          emphasizes investments in dividend-paying common stocks and other
          equity securities characterized by relatively greater price stability,
          and thus may be expected to be less volatile than Growth and Income
          Portfolio, as discussed in more detail below. Balanced Portfolio
          places a greater emphasis on the income component of its portfolio and
          invests to a greater degree in securities selected primarily for their
          income potential. As a result it is expected to be the least volatile
          of the Combination Portfolios.

2. HOW DOES EQUITY INCOME PORTFOLIO TRY TO LIMIT PORTFOLIO VOLATILITY?

          Equity Income Portfolio seeks to provide a lower level of volatility
          than the stock market at large, as measured by the S&P 500. The lower
          volatility sought by this Portfolio is expected to result primarily
          from investments in dividend-paying common stocks and other equity
          securities characterized by relatively greater price stability. The
          greater price stability sought by Equity Income Portfolio may be
          characteristic of companies that generate above average free cash
          flows. A company may use free cash flows for a number of purposes
          including commencing or increasing dividend payments, repurchasing its
          own stock or retiring outstanding debt. The portfolio manager also
          considers growth potential in selecting this Portfolio's securities
          and may hold securities selected solely for their growth potential.

3. HOW ARE COMMON STOCKS SELECTED FOR THE COMBINATION PORTFOLIOS IN COMPARISON
   TO THE GROWTH PORTFOLIOS?

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

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

          Balanced Portfolio and Growth and Income Portfolio shift assets
          between the growth and income components of their holdings based on
          the portfolio managers' analysis of relevant market, financial and
          economic conditions. If a portfolio manager believes that growth
          securities will provide better returns than the yields then available
          or expected on income-producing securities, that Portfolio will place
          a greater emphasis on the growth component.

5. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF THE COMBINATION
   PORTFOLIOS' INVESTMENTS?

          The growth component of the Combination Portfolios' 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.

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

          The income component of Balanced Portfolio and Growth and Income
          Portfolio will consist of securities that the portfolio managers
          believe 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.

 16 Janus Aspen Series
<PAGE>

GENERAL PORTFOLIO POLICIES OF THE PORTFOLIOS OTHER THAN MONEY MARKET PORTFOLIO

          Unless otherwise stated, each of the following policies applies to all
          of the Portfolios other than Money Market Portfolio. 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 Combination Portfolios also invest 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

            Investment objectives, principal investment strategies and risks  17
<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.

          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 a Portfolio's
          performance.

 18 Janus Aspen Series
<PAGE>

RISKS FOR GROWTH, GLOBAL GROWTH AND COMBINATION 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 Combination
Portfolios.

1. THE PORTFOLIOS 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 DOES THE NONDIVERSIFIED STATUS OF AGGRESSIVE GROWTH PORTFOLIO AND CAPITAL
   APPRECIATION PORTFOLIO AFFECT THEIR 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 a Portfolio.

            Investment objectives, principal investment strategies and risks  19
<PAGE>

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.

          - 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 a
            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.

          - 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?

          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.

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.

 20 Janus Aspen Series
<PAGE>

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  21
<PAGE>

MONEY MARKET PORTFOLIO

          This section takes a closer look at the investment objective of Money
          Market 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.

          Money Market Portfolio is subject to certain specific SEC rule
          requirements. Among other things, the Portfolio is limited to
          investing in U.S. dollar-denominated instruments with a remaining
          maturity of 397 days or less (as calculated pursuant to Rule 2a-7
          under the 1940 Act).

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

          Money Market Portfolio seeks maximum current income to the extent
          consistent with stability of capital. It pursues its objective by
          investing primarily in high quality debt obligations and obligations
          of financial institutions. Debt obligations may include commercial
          paper, notes and bonds, and variable amount master demand notes.
          Obligations of financial institutions include certificates of deposit
          and time deposits.

          Money Market Portfolio will:

          - invest in high quality, short-term money market instruments that
            present minimal credit risks, as determined by Janus Capital

          - invest only in U.S. dollar-denominated instruments that have a
            remaining maturity of 397 days or less (as calculated pursuant to
            Rule 2a-7 under the 1940 Act)

          - maintain a dollar-weighted average portfolio maturity of 90 days or
            less

TYPES OF INVESTMENTS

          Money Market Portfolio invests primarily in:

          - high quality debt obligations

          - obligations of financial institutions

          The Portfolio may also invest (to a lesser degree) in:

          - U.S. Government Securities (securities issued or guaranteed by the
            U.S. government, its agencies and instrumentalities)

          - municipal securities

          DEBT OBLIGATIONS

          The Portfolio may invest in debt obligations of domestic issuers. Debt
          obligations include:

          - commercial paper

          - notes and bonds

          - variable amount master demand notes (the payment obligations on
            these instruments may be backed by securities, swap agreements or
            other assets, by a guarantee of a third party or solely by the
            unsecured promise of the issuer to make payments when due)

          - privately issued commercial paper or other securities that are
            restricted as to disposition under the federal securities laws

 22 Janus Aspen Series
<PAGE>

          OBLIGATIONS OF FINANCIAL INSTITUTIONS

          Examples of obligations of financial institutions include:

          - negotiable certificates of deposit, bankers' acceptances, time
            deposits and other obligations of U.S. banks (including savings and
            loan associations) having total assets in excess of one billion
            dollars and U.S. branches of foreign banks having total assets in
            excess of ten billion dollars

          - Eurodollar and Yankee bank obligations (Eurodollar bank obligations
            are dollar-denominated certificates of deposit or time deposits
            issued outside the U.S. capital markets by foreign branches of U.S.
            banks and by foreign banks. Yankee bank obligations are
            dollar-denominated obligations issued in the U.S. capital markets by
            foreign banks)

          - other U.S. dollar-denominated obligations of foreign banks having
            total assets in excess of ten billion dollars that Janus Capital
            believes are of an investment quality comparable to obligations of
            U.S. banks in which the Portfolio may invest

          Foreign, Eurodollar (and to a limited extent, Yankee) bank obligations
          are subject to certain sovereign risks. One such risk is the
          possibility that a foreign government might prevent dollar-denominated
          funds from flowing across its borders. Other risks include: adverse
          political and economic developments in a foreign country; the extent
          and quality of government regulation of financial markets and
          institutions; the imposition of foreign withholding taxes; and
          expropriation or nationalization of foreign issuers.

INVESTMENT TECHNIQUES

          The following is a description of other investment techniques that
          Money Market Portfolio may use:

          PARTICIPATION INTERESTS
          A participation interest gives Money Market Portfolio a proportionate,
          undivided interest in underlying debt securities and sometimes carries
          a demand feature.

          DEMAND FEATURES
          Demand features give Money Market Portfolio the right to resell
          securities at specified periods prior to their maturity dates. Demand
          features may shorten the life of a variable or floating rate security,
          enhance the instrument's credit quality and provide a source of
          liquidity.

          Demand features are often issued by third party financial
          institutions, generally domestic and foreign banks. Accordingly, the
          credit quality and liquidity of Money Market Portfolio's investments
          may be dependent in part on the credit quality of the banks supporting
          Money Market Portfolio's investments. This will result in exposure to
          risks pertaining to the banking industry, including the foreign
          banking industry. Brokerage firms and insurance companies also provide
          certain liquidity and credit support.

          VARIABLE AND FLOATING RATE SECURITIES
          Money Market Portfolio may invest in securities which have variable or
          floating rates of interest. These securities pay interest at rates
          that are adjusted periodically according to a specified formula,
          usually with reference to an interest rate index or market interest
          rate. Variable and floating rate securities are subject to changes in
          value based on changes in market interest rates or changes in the
          issuer's or guarantor's creditworthiness.

            Investment objectives, principal investment strategies and risks  23
<PAGE>

          MORTGAGE- AND ASSET-BACKED SECURITIES
          Money Market Portfolio may purchase fixed or variable rate
          mortgage-backed securities issued by the Government National Mortgage
          Association, Federal National Mortgage Association, the Federal Home
          Loan Mortgage Corporation, or other governmental or government-related
          entity. The Portfolio may purchase other mortgage- and asset-backed
          securities including securities backed by automobile loans, equipment
          leases or credit card receivables.

          Unlike traditional debt instruments, payments on these securities
          include both interest and a partial payment of principal. Prepayments
          of the principal of underlying loans may shorten the effective
          maturities of these securities and may result in the Portfolio having
          to reinvest proceeds at a lower interest rate.

          REPURCHASE AGREEMENTS
          Money Market Portfolio may enter into collateralized repurchase
          agreements. Repurchase agreements are transactions in which the
          Portfolio purchases securities and simultaneously commits to resell
          those securities to the seller at an agreed-upon price on an
          agreed-upon future date. The repurchase price reflects a market rate
          of interest and is collateralized by cash or securities.

          If the seller of the securities underlying a repurchase agreement
          fails to pay the agreed resale price on the agreed delivery date,
          Money Market Portfolio may incur costs in disposing of the collateral
          and may experience losses if there is any delay in its ability to do
          so.

 24 Janus Aspen Series
<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 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 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)
     Capital Appreciation Portfolio                     Next $200 Million         0.70
     International Growth Portfolio                     Over $500 Million         0.65
     Worldwide Growth Portfolio
     Balanced Portfolio
- --------------------------------------------------------------------------------------------------------------
     Equity Income Portfolio                            First $300 Million        0.75
     Growth and Income Portfolio                        Next $200 Million         0.70              1.25(1)(2)
                                                        Over $500 Million         0.65
- --------------------------------------------------------------------------------------------------------------
     Money Market Portfolio                             All Asset Levels          0.25              0.50(2)
- --------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to reduce Growth, Aggressive Growth, Capital
    Appreciation, International Growth, Worldwide Growth, Balanced, Equity
    Income and Growth and Income 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 Olympus Fund,
    Janus Overseas Fund, Janus Worldwide Fund, Janus Balanced Fund, Janus Equity
    Income Fund, and Janus Growth and Income Fund were 0.65%, 0.69%, 0.67%,
    0.66%, 0.65%, 0.67%, 0.72%, and 0.66%, respectively, 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.

                                                Management of the portfolios  25
<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.

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.

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.

 26 Janus Aspen Series
<PAGE>

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.

SHARON S. PICHLER
- --------------------------------------------------------------------------------
            is Executive Vice President and portfolio manager of Money Market
            Portfolio, which she has managed since inception. She also has
            managed Janus Money Market Fund, Janus Government Money Market
            Fund and Janus Tax-Exempt Money Market Fund since inception. She
            holds a Bachelor of Arts in Economics from Michigan State
            University and a Master of Business Administration from the
            University of Texas at San Antonio. Ms. Pichler is a Chartered
            Financial Analyst.

BLAINE P. ROLLINS
- --------------------------------------------------------------------------------
            is Executive Vice President and portfolio manager of Balanced
            Portfolio, which he has managed since May 1996 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.

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 portfolios  27
<PAGE>

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.

JOHN H. SCHREIBER
- --------------------------------------------------------------------------------
            is an assistant portfolio manager of Equity Income Portfolio. Mr.
            Schreiber joined Janus Capital in 1997 as an equity research
            analyst. Prior to coming to Janus he was an equity analyst with
            Fidelity Investments. Mr. Schreiber holds a Bachelor of Science
            degree in mechanical engineering from the University of
            Washington and an MBA from Harvard University. He is a candidate
            for the Chartered Financial Analyst designation.

 28 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  29
<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.

PORTFOLIOS OTHER THAN MONEY MARKET PORTFOLIO

          Each class of each Portfolio, other than Money Market 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, other than daily income dividends, 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.

MONEY MARKET PORTFOLIO

          For the Shares of Money Market Portfolio, dividends representing
          substantially all of the net investment income and any net realized
          gains on sales of securities are declared daily, Saturdays, Sundays
          and holidays included, and distributed on the last business day of
          each month. If a month begins on a Saturday, Sunday or holiday,
          dividends for those days are declared at the end of the preceding
          month and distributed on the first business day of the month. All
          distributions will be automatically reinvested in Shares of the
          Portfolio.

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.

 30 Janus Aspen Series
<PAGE>

          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.

                                                     Distributions and taxes  31
<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 of the Portfolios other than Money
          Market Portfolio 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.

          Money Market Portfolio's securities are valued at their amortized
          cost. Amortized cost valuation involves valuing an instrument at its
          cost and thereafter assuming a constant amortization to maturity (or
          such other date as permitted by Rule 2a-7) of any discount or premium.
          If fluctuating interest rates cause the market value of the portfolio
          to deviate more than 1/2 of 1% from the value determined on the basis
          of amortized cost, the Trustees will consider whether any action, such
          as adjusting the Share's NAV to reflect current market conditions,
          should be initiated to prevent any material dilutive effect on
          shareholders.

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.

 32 Janus Aspen Series
<PAGE>

REDEMPTIONS

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

          Shares of any Portfolio may be redeemed on any business day.
          Redemptions are processed at the NAV next calculated after receipt and
          acceptance of the redemption order by the Portfolio 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 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.

                                                         Shareholder's guide  33
<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 or the life of the Portfolio if less than
          five 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.

 34 Janus Aspen Series
<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.

                                                        Financial highlights  35
<PAGE>

<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.

 36 Janus Aspen Series
<PAGE>

<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.

                                                        Financial highlights  37
<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.

 38 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  39
<PAGE>

<TABLE>
<CAPTION>
EQUITY INCOME PORTFOLIO - INSTITUTIONAL SHARES
- ------------------------------------------------------------------------------------
                                                                   Periods ending
                                                                    December 31
                                                                  1998      1997(1)
<S>                                                             <C>         <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD                        $13.46      $10.00
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                                         0.02        0.01
  3. Net gains (or losses) on securities (both realized and
     unrealized)                                                   6.16        3.46
  4. Total from investment operations                              6.18        3.47
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)                      (0.02)      (0.01)
  6. Tax return of capital distributions                             --          --
  7. Distributions (from capital gains)                          (0.21)          --
  8. Total distributions                                         (0.23)      (0.01)
  9. NET ASSET VALUE, END OF PERIOD                              $19.41      $13.46
 10. Total return*                                               46.24%      34.70%
 11. Net assets, end of period (in thousands)                    $9,017      $3,047
 12. Average net assets for the period (in thousands)            $5,629      $1,101
 13. Ratio of gross expenses to average net assets**              1.25%(3)    1.25%(2)
 14. Ratio of net expenses to average net assets**                1.25%       1.25%
 15. Ratio of net investment income to average net assets**       0.17%       0.35%
 16. Portfolio turnover rate**                                      79%        128%
- ------------------------------------------------------------------------------------
</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 5.75% before waiver of certain fees and/or reduction of
    adviser's fees to the effective rate of Janus Equity Income Fund.
(3) The ratio was 1.86% before waiver of certain fees and/or reduction of
    adviser's fees to the effective rate of Janus Equity Income Fund.

 40 Janus Aspen Series
<PAGE>

<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.

                                                        Financial highlights  41
<PAGE>

<TABLE>
<CAPTION>
  MONEY MARKET PORTFOLIO - INSTITUTIONAL SHARES
- ------------------------------------------------------------------------------------------------------------
                                                                         Periods ending December 31
                                                                  1998        1997        1996      1995(1)
<S>                                                             <C>         <C>         <C>         <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD                         $1.00       $1.00       $1.00       $1.00
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                                         0.05        0.05        0.05        0.04
  3. Net gains or losses on securities (both realized and
     unrealized)                                                     --          --          --          --
  4. Total from investment operations                              0.05        0.05        0.05        0.04
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)                      (0.05)      (0.05)      (0.05)      (0.04)
  6. Tax return of capital distributions                             --          --          --          --
  7. Distributions (from capital gains)                              --          --          --          --
  8. Total distributions                                         (0.05)      (0.05)      (0.05)      (0.04)
  9. NET ASSET VALUE, END OF PERIOD                               $1.00       $1.00       $1.00       $1.00
 10. Total return*                                                5.36%       5.17%       5.05%       3.63%
 11. Net assets, end of period (in thousands)                   $38,690     $15,374      $6,016      $1,735
 12. Average net assets for the period (in thousands)           $31,665      $8,926      $3,715      $1,543
 13. Ratio of gross expenses to average net assets**              0.34%       0.50%       0.50%       0.50%
 14. Ratio of net expenses to average net assets**                0.34%       0.50%(4)    0.50%(3)    0.50%(2)
 15. Ratio of net investment income to average net assets**       5.21%       5.17%       4.93%       5.30%
- ------------------------------------------------------------------------------------------------------------
</TABLE>

 *  Total return not annualized for periods of less than one year.
**  Annualized for periods of less than one full year.
(1) May 1, 1995 (inception) to December 31, 1995.
(2) The ratio was 1.07% before waiver of certain fees incurred by the Portfolio.
(3) The ratio was 0.78% before waiver of certain fees incurred by the Portfolio.
(4) The ratio was 0.55% before waiver of certain fees incurred by the Portfolio.

 42 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 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

          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 Portfolios 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, a portfolio manager may
          have to reinvest the proceeds from the securities at a lower rate.
          Potential market gains on a security subject to prepayment risk may be
          more limited than potential market gains on a comparable security that
          is not subject to prepayment risk.

          PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS) are any foreign
          corporations which generate certain amounts of passive income or hold
          certain amounts of assets for the production of passive income.
          Passive

                                                Glossary of investment terms  43
<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.

          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 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.

          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.

 44 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 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.

          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 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).

          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  45
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          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.

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                                                Glossary of investment terms  47
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[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 insurance company or 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

PCAI0599



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