JANUS ASPEN SERIES, 497, 2000-01-06

JANUS ASPEN SERIES
497, 2000-01-06

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<PAGE>

[JANUS LOGO]

Janus Aspen Series
Service Shares

PROSPECTUS

December 31, 1999

Growth Portfolio
Aggressive Growth Portfolio
Capital Appreciation Portfolio
International Growth Portfolio
Worldwide Growth Portfolio
Balanced Portfolio
Equity Income Portfolio
Growth and Income Portfolio
Flexible Income Portfolio
High-Yield 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 eleven mutual funds (the "Portfolios")
with a variety of investment objectives, including growth of
capital, current income and a combination of growth and income.
Each Portfolio of Janus Aspen Series currently offers three
classes of shares. The Service Shares, (the "Shares"), are
offered by this prospectus in connection with investment in and
payments under variable annuity contracts and variable life
insurance contracts (collectively, "variable insurance
contracts"), as well as certain qualified retirement plans.

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
Fixed-Income Portfolios.................................. 10
Money Market Portfolio................................... 12
Fees and expenses........................................ 14
INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Growth Portfolios........................................ 16
Combination Portfolios................................... 18
Fixed-Income Portfolios.................................. 20
General portfolio policies of the Portfolios other than
Money Market Portfolio................................... 21
Risks for Growth, Global Growth and Combination
Portfolios............................................... 24
Risks for Fixed-Income Portfolios........................ 25
Risks Common to all Non-Money Market Portfolios.......... 25
Money Market Portfolio................................... 27
Investment techniques.................................... 28
MANAGEMENT OF THE PORTFOLIOS
Investment adviser....................................... 30
Management expenses and expense limits................... 30
Investment personnel..................................... 31
OTHER INFORMATION........................................... 35
DISTRIBUTIONS AND TAXES
Distributions............................................ 36
Taxes.................................................... 36
SHAREHOLDER'S GUIDE
Purchases................................................ 38
Redemptions.............................................. 39
Shareholder communications............................... 39
FINANCIAL HIGHLIGHTS........................................ 40
GLOSSARY
Glossary of investment terms............................. 41
RATING CATEGORIES
Explanation of rating categories......................... 45

</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 Portfolios' Service
Shares commenced operations on January 1, 2000. The returns shown for
the Service Shares of these Portfolios have been calculated based on
the historical performance of a different class of shares (the
Institutional Shares) prior to January 1, 2000 (adjusted for estimated
expenses of Service Shares). 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 Service Shares of each Portfolio for the periods indicated to
a broad-based securities market index.

Risk return summary 3
<PAGE>

GROWTH PORTFOLIO

Annual returns for periods ended 12/31

2.71% 29.96% 18.14% 22.49% 35.59%
1994 1995 1996 1997 1998

Best Quarter 4th-1998 27.71% Worst Quarter 3rd-1998 (10.95%)

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 35.59% 21.24% 20.54%
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

Annual returns for periods ended 12/31

16.33% 27.38% 7.72% 12.53% 34.19%
1994 1995 1996 1997 1998

Best Quarter 4th-1998 34.65% Worst Quarter 3rd-1998 (15.00%)

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 34.19% 19.27% 21.68%
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

Annual returns for periods ended 12/31

57.91%
1998

Best Quarter 4th-1998 33.93% Worst Quarter 3rd-1998 (9.99%)

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 57.91% 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

Annual returns for periods ended 12/31

23.15% 34.71% 18.36% 16.88%
1995 1996 1997 1998

Best Quarter 4th-1998 16.16% 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 16.88% 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

Annual returns for periods ended 12/31

1.53% 27.29% 28.80% 21.91% 28.71%
1994 1995 1996 1997 1998

Best Quarter 4th-1998 20.87% Worst Quarter 3rd-1998 (17.00%)

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 28.71% 21.21% 23.76%
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
Portfolio's Service Shares commenced operations on January 1, 2000.
The returns shown for the Service Shares of the Portfolios have been
calculated based on the historical performance of a different class of
shares (the Institutional Shares) prior to January 1, 2000 (adjusted
for estimated expenses of Service Shares). 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 Service Shares of each Portfolio for the period indicated to a
broad-based securities market index.

BALANCED PORTFOLIO

Annual returns for periods ended 12/31

0.84% 24.79% 16.18% 21.96% 34.03%
1994 1995 1996 1997 1998

Best Quarter 4th-1998 20.26% Worst Quarter 3rd-1998 (5.02)%

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 34.03% 19.11% 19.49%
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

Annual returns for periods ended 12/31

45.99%
1998

Best Quarter 4th-1998 28.47% Worst Quarter 3rd-1998 (7.23%)

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

<TABLE>
<CAPTION>
Since Inception
1 year (5/1/97)
<S> <C> <C>
Janus Equity Income Portfolio 45.99% 49.78%
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

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.

Risk return summary 9
<PAGE>

FIXED-INCOME PORTFOLIOS

The Fixed-Income Portfolios are designed for long-term investors who
primarily seek current income.

1. WHAT ARE THE INVESTMENT OBJECTIVES OF THE FIXED-INCOME PORTFOLIOS?

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

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

- HIGH-YIELD PORTFOLIO seeks to obtain high current income. Capital
appreciation is a secondary objective when consistent with its
primary objective.

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 it 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 FIXED-INCOME PORTFOLIOS?

In addition to considering economic factors such as the effect of
interest rates on a Portfolio's investments, the portfolio managers
apply a "bottom up" approach in choosing investments. In other words,
they look mostly for income-producing securities that meet their
investment criteria one at a time. If a portfolio manager is unable to
find such investments, a Portfolio's assets may be in cash or similar
investments.

FLEXIBLE INCOME PORTFOLIO invests primarily in a wide variety of
income-producing securities such as corporate bonds and notes,
government securities and preferred stock. As a fundamental policy,
the Portfolio will invest at least 80% of its assets in
income-producing securities. The Portfolio may own an unlimited amount
of high-yield/high-risk fixed-income securities, and these securities
may be a big part of the portfolio.

HIGH-YIELD PORTFOLIO normally invests at least 65% of its assets in
high-yield/high-risk fixed-income securities, and may at times invest
all of its assets in these securities.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN THE FIXED-INCOME PORTFOLIOS?

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

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

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

10 Janus Aspen Series
<PAGE>

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 Fixed-Income Portfolios by showing how each
Fixed-Income Portfolio's performance has varied over time. The
Portfolio's Service Shares commenced operations on January 1, 2000.
The returns shown for the Service Shares of these Portfolios have been
calculated based on the historical performance of a different class of
shares (the Institutional Shares) prior to January 1, 2000 (adjusted
for estimated expenses of Service Shares). 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 Service Shares of each Portfolio for the periods indicated to
a broad-based securities market index.

FLEXIBLE INCOME PORTFOLIO

Annual returns for periods ended 12/31

(0.91)% 23.86% 9.03% 11.52% 8.85%
1994 1995 1996 1997 1998

Best Quarter 2nd-1995 6.71% Worst Quarter 1st-1996 (1.11%)

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

<TABLE>
<CAPTION>
Since Inception
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Flexible Income Portfolio 8.85% 10.20% 9.75%
Lehman Brothers Gov't/Corp Bond Index* 9.47% 7.30% 6.90%
----------------------------------------
</TABLE>

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

Risk return summary 11
<PAGE>

HIGH-YIELD PORTFOLIO

Annual returns for periods ended 12/31

15.98% 1.26%
1997 1998

Best Quarter 1st-1998 5.52% Worst Quarter 3rd-1998 (16.15%)

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

<TABLE>
<CAPTION>
Since Inception
1 year (5/1/96)
<S> <C> <C>
High-Yield Portfolio 1.26% 10.96%
Lehman Brothers High-Yield Bond Index* 1.60% 7.15%
-----------------------------
</TABLE>

* Lehman Brothers High-Yield Bond Index is composed of fixed-rate,
publicly issued, noninvestment grade debt.

The Fixed-Income 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.

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.

12 Janus Aspen Series
<PAGE>

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 Money Market Portfolio by showing how Money Market
Portfolio's performance has varied over time. The Money Market
Portfolio Service Shares commenced operations on January 1, 2000. The
returns shown for the Service Shares of this Portfolio have been
calculated based on the historical performance of a different class of
shares (the Institutional Shares) prior to January 1, 2000 (adjusted
for estimated expenses of Service Shares). 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 computations. Total
return figures include the effect of the Portfolio's expenses.

MONEY MARKET PORTFOLIO

Annual returns for periods ended 12/31

4.95% 5.08% 5.10%
1996 1997 1998

Best Quarter 3rd-1995 1.31% Worst Quarter 2nd-1996 1.19%

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.

Risk return summary 13
<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.

14 Janus Aspen Series
<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 estimated gross
expenses (without the effect of expense offset arrangements) the
Shares expect to incur in their initial fiscal year. 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 Operating
Distribution Expenses Total Expenses
Management (12b-1) Other Without Waivers Waivers With Waivers
Fee Fees(1) Expenses or Reductions(2) and Reductions or Reductions(2)
<S> <C> <C> <C> <C> <C> <C>
Growth Portfolio 0.67% 0.25% 0.01% 0.93% 0.01% 0.92%
Aggressive Growth Portfolio 0.67% 0.25% 0.01% 0.93% N/A 0.93%
Capital Appreciation
Portfolio 0.73% 0.25% 0.04% 1.02% 0.07% 0.95%
International Growth
Portfolio 0.72% 0.25% 0.09% 1.06% 0.06% 1.00%
Worldwide Growth Portfolio 0.66% 0.25% 0.05% 0.96% 0.01% 0.95%
Balanced Portfolio 0.67% 0.25% 0.01% 0.93% N/A 0.93%
Equity Income Portfolio 0.75% 0.25% 0.48% 1.48% 0.03% 1.45%
Growth and Income Portfolio 0.75% 0.25% 0.13% 1.13% 0.09% 1.04%
Flexible Income Portfolio 0.65% 0.25% 0.07% 0.97% N/A 0.97%
High-Yield Portfolio 0.75% 0.25% 4.33% 5.33% 4.08% 1.26%
Money Market Portfolio 0.25% 0.25% 0.16% 0.66% N/A 0.66%
</TABLE>

- --------------------------------------------------------------------------------
(1) Long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the National
Association of Securities Dealers, Inc.

(2) All expenses are based on the estimated gross expenses the Shares
expect to incur in their initial fiscal year and 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
agreements.
- --------------------------------------------------------------------------------

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
------------------
<S> <C> <C>
Growth Portfolio $ 95 $ 296
Aggressive Growth Portfolio $ 95 $ 296
Capital Appreciation Portfolio $104 $ 325
International Growth Portfolio $108 $ 337
Worldwide Growth Portfolio $ 98 $ 306
Balanced Portfolio $ 95 $ 296
Equity Income Portfolio $151 $ 468
Growth and Income Portfolio $115 $ 359
Flexible Income Portfolio $ 99 $ 309
High-Yield Portfolio $532 $1,591
Money Market Portfolio $ 67 $ 211
</TABLE>

Risk return summary 15
<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
Flexible Income Portfolio Janus Flexible Income Fund
High-Yield Portfolio Janus High-Yield 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 24-26 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 capitalization falls within the range of companies
in the S&P MidCap 400 Index. Market capitalization is a commonly

16 Janus Aspen Series
<PAGE>

used measure of the size and value of a company. The market
capitalization 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.

Investment objectives, principal investment strategies and risks 17
<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.

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

18 Janus Aspen Series
<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.

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

FIXED-INCOME PORTFOLIOS

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

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

In addition to considering economic factors such as the effect of
interest rates on a Portfolio's investments, the portfolio managers
apply a "bottom up" approach in choosing investments. In other words,
they look mostly for 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.

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

HIGH-YIELD PORTFOLIO
High-Yield Portfolio seeks to obtain high current income. Capital
appreciation is a secondary objective when consistent with its primary
objective. It pursues its objectives by normally investing 65% of its
assets in high-yield/high-risk fixed-income securities, and may at
times invest all of its assets in these securities.

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

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

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

2. HOW DO THE FIXED-INCOME PORTFOLIOS MANAGE INTEREST RATE RISK?

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

20 Janus Aspen Series
<PAGE>

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

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

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

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

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

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

GENERAL PORTFOLIO POLICIES 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

Investment objectives, principal investment strategies and risks 21
<PAGE>

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

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

- common stocks

- mortgage- and asset-backed securities

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

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

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

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 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.

22 Janus Aspen Series
<PAGE>

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.

Investment objectives, principal investment strategies and risks 23
<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.

24 Janus Aspen Series
<PAGE>

RISKS FOR FIXED-INCOME PORTFOLIOS

Because the Portfolios invest substantially all of their assets in
fixed-income securities, they are subject to risks such as credit or
default risks, and decreased value due to interest rate increases. A
Portfolio's performance may also be affected by risks to certain types
of investments, such as foreign securities and derivative instruments.

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

1. HOW DO THE FIXED-INCOME PORTFOLIOS DIFFER FROM EACH OTHER IN TERMS OF PRIMARY
INVESTMENT TYPE, CREDIT RISK AND INTEREST RATE RISK?

Flexible Income Portfolio and High-Yield Portfolio invest primarily in
corporate bonds. High-Yield Portfolio's credit risk is generally
higher than Flexible Income Portfolio. Flexible Income Portfolio's
interest rate risk is generally higher than High-Yield Portfolio.

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

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

3. HOW IS CREDIT QUALITY MEASURED?

Ratings published by nationally recognized statistical rating agencies
such as Standard & Poor's Ratings Service and Moody's Investors
Service, Inc. are widely accepted measures of credit risk. The lower a
bond issue is rated by an agency, the more credit risk it is
considered to represent. Lower rated bonds generally pay higher yields
to compensate investors for the associated risk. Please refer to
"Explanation of Rating Categories" on page 45 for a description of
rating categories.

RISKS COMMON TO ALL NON-MONEY MARKET PORTFOLIOS

The following questions and answers discuss risks that apply to all Portfolios
other than Money Market Portfolio.

1. 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

Investment objectives, principal investment strategies and risks 25
<PAGE>

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.

2. 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.

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

Please refer to "Explanation of Rating Categories" on page 45 for a
description of bond rating categories.

3. 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.

4. 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.

26 Janus Aspen Series
<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

Investment objectives, principal investment strategies and risks 27
<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.

28 Janus Aspen Series
<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.

Investment objectives, principal investment strategies and risks 29
<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 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 the
distribution fee, 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
- --------------------------------------------------------------------------------------------------------------
Flexible Income Portfolio First $300 Million 0.65 1.00(2)
Over $300 Million 0.55
- --------------------------------------------------------------------------------------------------------------
High-Yield Portfolio First $300 Million 0.75 1.00(2)
Over $300 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 agreements. 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 Twenty Fund,
Janus Overseas Fund, Janus Worldwide Fund, Janus Balanced Fund, Janus Equity
Income Fund, and Janus Growth and Income Fund were 0.65%, 0.67%, 0.65%,
0.66%, 0.65%, 0.67%, 0.71% and 0.66%, respectively, for the quarter ended
September 30, 1999.
(2) Janus Capital has agreed to limit the Portfolios' expenses as indicated
until at least the next annual renewal of the advisory contracts. The
distribution fee described on page 35 is not included in the expense limit.

30 Janus Aspen Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

LAURENCE J. CHANG
- --------------------------------------------------------------------------------

is Executive Vice President and co-manager of International
Growth Portfolio and Worldwide Growth Portfolio which he has
co-managed since May 1998 and December, 1999, respectively. He
has also co-managed Janus Overseas Fund and Janus Worldwide Fund
since April 1998 and September 1999, respectively. He served as
assistant portfolio manager for these funds since 1996. Mr. Chang
joined Janus Capital in 1993 as a research analyst. He received
an undergraduate degree with honors in Religion with a
concentration in Philosophy from Dartmouth College and 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 is 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. 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 1997. He holds a
Bachelor of Arts in Economics from Yale University and is a
Chartered Financial Analyst.

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

Management of the portfolios 31
<PAGE>

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.

KAREN L. REIDY
- --------------------------------------------------------------------------------

is Executive Vice President and portfolio manager of Balanced
Portfolio and Equity Income Portfolio as of January 2000. She
also manages Janus Balanced Fund and Equity Income Fund as of
January 2000. She is also assistant portfolio manager of Janus
Fund. Prior to joining Janus Capital in 1995, she worked for
Price Waterhouse as a manager in both the Mergers and
Acquisitions and Audit business units. In this capacity, Ms.
Reidy performed due diligence work for corporate clients and
oversaw audit engagements. She received an undergraduate degree
in Accounting from the University of Colorado in 1989 and passed
the CPA exam in 1992. She is a Chartered Financial Analyst.

BLAINE P. ROLLINS
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Growth
Portfolio as of January 2000. He previously managed Balanced
Portfolio from May 1996 to December 1999 and Equity Income
Portfolio from its inception to December 1999. Mr. Rollins joined
Janus Capital in 1990 and has managed Janus Fund since January
2000, Janus Balanced Fund from January 1996 until December 1999
and Janus Equity Income Fund from inception until December 1999.
He was an assistant portfolio manager of Janus Fund from January
1994 until December 1999. 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.

SANDY R. RUFENACHT
- --------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of High-Yield
Portfolio, which he has managed or co-managed since October 1996.
He previously co-managed Flexible Income Portfolio from January
1997 to May 1998. Mr. Rufenacht joined Janus Capital in 1990 and
has managed Janus Short-Term Bond Fund since January 1996. He is
also the portfolio manager of Janus High-Yield Fund. He
previously co-managed Janus Flexible Income Fund from June 1996
to February 1998. He holds a Bachelor of Arts in Business from
the University of Northern Colorado.

32 Janus Aspen Series
<PAGE>

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.

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

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

ASSISTANT PORTFOLIO MANAGERS

MATTHEW A. ANKRUM

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

is an assistant portfolio manager of Aggressive Growth Portfolio.
He is also assistant portfolio manager of Janus Enterprise Fund.
Mr. Ankrum joined Janus Capital as an intern in June 1996, and
became an equity research analyst in August 1997. Prior to
joining Janus, Mr. Ankrum worked as a corporate finance analyst
at William Blair and Company from 1993-1995. He was also a fixed-
income research analyst at Conseco Capital Management. Mr. Ankrum
has an undergraduate degree in Business Administration from the
University of Wisconsin and a Master of Business Administration
from the University of Chicago. Mr. Ankrum is a Chartered
Financial Analyst.

DAVID C. DECKER
- --------------------------------------------------------------------------------
is an assistant portfolio manager of Growth Portfolio. He is also
an assistant portfolio manager of Janus Fund and Janus Balanced
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.

Management of the portfolios 33
<PAGE>

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 Growth Portfolio. Mr.
Schreiber joined Janus in 1997 as an equity research analyst.
Prior to joining Janus he was an equity analyst with Fidelity
Investments. Mr. Schreiber holds a Bachelor of Science degree in
Mechanical Engineering from the University of Washington and a
Master of Business Administration from Harvard University. He is
a Chartered Financial Analyst.

34 Janus Aspen Series
<PAGE>
Other information

CLASSES OF SHARES

Each Portfolio offers three classes of shares, one of which, the
Service Shares, are offered pursuant to this prospectus. 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. Because the expenses of each
class may differ, the performance of each class is expected to differ.
If you would like additional information about either the
Institutional Shares or the Retirement Shares, please call
1-800-525-0020.

DISTRIBUTION FEE

Under a distribution and service plan adopted in accordance with Rule
12b-1 under the 1940 Act, the Shares may pay Janus Distributors, Inc.,
the Trust's distributor, a fee at an annual rate of up to 0.25% of the
average daily net assets of the Shares of a Portfolio. Under the terms
of the Plan, the Trust is authorized to make payments to Janus
Distributors for remittance to insurance companies and qualified plan
service providers as compensation for distribution and shareholder
servicing performed by such entities. Because 12b-1 fees are paid out
of the Service Shares' assets on an ongoing basis, they will increase
the cost of your investment and may cost you more than paying other
types of sales charges.

CONFLICTS OF INTEREST

The Trust's shares are available only to variable annuity and variable
life separate accounts of insurance companies that are unaffiliated
with Janus Capital and to certain qualified retirement plans. Although
the Portfolios do not currently anticipate any disadvantages to owners
of variable insurance contracts 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
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 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 35
<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,
distributes substantially all of its investment income at least
semi-annually and its net realized gains, if any, at least annually.
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 or plans 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.

36 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, because a class of shares of each Portfolio
are sold in connection with variable annuity contracts and variable
life insurance contracts, 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 37
<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 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. The
Portfolios may discontinue sales to a qualified plan and require plan
participants with existing investments in the Shares to redeem those
investments if the plan loses (or in the opinion of Janus Capital, is
at risk of losing) its qualified plan status.

38 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 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 39
<PAGE>
Financial highlights

No Financial Highlights are presented for the Service Shares because
the Shares did not commence operations until January 1, 2000.

40 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 BONDS 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 41
<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.

42 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 43
<PAGE>

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

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

44 Janus Aspen Series
<PAGE>
Explanation of rating categories

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

STANDARD & POOR'S
RATINGS SERVICES

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

Explanation of rating categories 45
<PAGE>

MOODY'S INVESTORS SERVICE, INC.

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

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

46 Janus Aspen Series
<PAGE>

SECURITIES HOLDINGS BY RATING CATEGORY

During the fiscal period ended June 30, 1999, the percentage of
securities holdings for the following Portfolios by rating category
based upon a weighted monthly average was:

<TABLE>
<CAPTION>
FLEXIBLE INCOME PORTFOLIO
---------------------------------------------------------------------------------
<S> <C>
BONDS-S&P RATING:
AAA 11%
AA 3%
A 12%
BBB 19%
BB 12%
B 20%
CCC 1%
CC 0%
C 0%
Not Rated 7%
Preferred Stock 1%
Cash and Options 14%
TOTAL 100%
---------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
HIGH-YIELD PORTFOLIO
---------------------------------------------------------------------------------
<S> <C>
BONDS-S&P RATING:
AAA 1%
AA 0%
A 0%
BBB 1%
BB 7%
B 67%
CCC 9%
CC 0%
C 0%
Not Rated 13%
Preferred Stock 0%
Cash and Options 2%
TOTAL 100%
---------------------------------------------------------------------------------
</TABLE>

No other Portfolio described in this Prospectus held 5% or more of its
assets in bonds rated below investment grade for the fiscal period
ended June 30, 1999.

Explanation of rating categories 47
<PAGE>

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<PAGE>

[JANUS LOGO]

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

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

Investment Company Act File No. 811-7736

JASSPRO