SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FROST GREGORY A (Last) (First) (Middle) JANUS CAPITAL GROUP INC. 151 DETROIT STREET (Street) DENVER, CO 80206 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol JANUS CAPITAL GROUP INC [ JNS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President, Controller
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2004		F(1)		339	D	$16.7	30,355(2)	D
Common Stock	12/31/2004		S(1)		109	D	$16.7	30,246	D
Common Stock								2,373.48(3)	I	Held by ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy) and LSAR(4)	$16.24							(5)	02/03/2014	Common Stock	30,031		30,031	D
Option (Right to Buy) and LSAR(4)	$14.37							(6)	05/07/2013	Common Stock	38,757		38,757	D
Option (Right to Buy) and LSAR(4)	$14.37							(7)	05/07/2013	Common Stock	2,225		2,225	D
Option (Right to Buy) and LSAR(4)	$25.71							(8)	01/27/2012	Common Stock	2,111		2,111	D
Option (Right to Buy) and LSAR(4)	$21.31							07/12/2000	01/25/2009	Common Stock	200		200	D
Option (Right to Buy) and LSAR(4)	$13.76							07/12/2000	01/27/2008	Common Stock	2,000		2,000	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on March 12, 2003, to cover tax liabilities arising from vesting events.

2. Includes 1,529 shares acquired under the issuer's Employee Stock Purchase Plan on December 31, 2004.

3. Includes 7.12 shares contributed by issuer to reporting person in the second half of 2004 under the Employee Stock Ownership Plan ("ESOP") and reflects total number of shares held in the ESOP as of December 31, 2004.

4. Limited Stock Appreciation Rights ("LSARs") are granted in tandem with stock options. LSARs are automatically exercised (in lieu of related options) upon a Change-of-Control of the issuer which has not been approved by certain members of the issuer's board of directors and result in the receipt of only cash by the option holder. LSARs terminate when the related options are exercised or terminated.

5. The option award vests annually in three installments beginning on December 31, 2004; the first vesting event will be 10,011 options, and the second and third vesting events will be 10,010 options per vesting event.

6. The option award vests annually in three equal installments beginning on May 8, 2004.

7. The option award vests annually in five equal installments beginning on May 8, 2004.

8. The option award vests annually in five installments beginning on January 28, 2003; the first vesting event will be 423 options, and the last four vesting events will be 422 options per vesting event.

Remarks:

	Jill M. Jepson, Attorney-in-Fact for Gregory A. Frost	01/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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