Exhibit 4(o) AMENDMENT

                                                                    Exhibit 4(o)
                                    AMENDMENT


     THIS  AMENDMENT  IS made as of May 1,  2000,  by and  between  Janus  Aspen
Series,  a Delaware  business  trust (the  "Trust")  on behalf of Equity  Income
Portfolio (the "Fund"),  and Janus Capital  Corporation,  a Colorado corporation
("JCC"). The Trust and JCC are collectively referred to herein as the "Parties."

     WHEREAS,  the Trust and JCC are parties to an Investment Advisory Agreement
dated July 1, 1997 (hereinafter referred to as the "Agreement"); and

     WHEREAS,  the Parties desire to amend the Agreement as set forth in greater
detail below; and

     WHEREAS,  pursuant to Section 12 of the  Agreement,  any  amendment  to the
Agreement  is  subject  to the  approval  by  (i) a  majority  of the  Trustees,
including a majority of the  Trustees  who are not  interested  persons (as that
phrase is defined in Section  2(a)(19)  of the 0000 Xxx) of JCC and, if required
by applicable law, (ii) by the affirmative vote of a majority of the outstanding
voting  securities of the Fund (as that phrase is defined in Section 2(a)(42) of
the 1940 Act); and

     WHEREAS,  the Parties have obtained Trustee approval as set forth above and
the  Parties  agree  that a  shareholder  vote  is not  required  to  amend  the
Agreement;

     NOW  THEREFORE,  in  consideration  of  the  premises  and  of  the  mutual
agreements set forth below, the Parties agree to amend the Agreement as follows:

     1.  Section  4 of the  Agreement  is hereby  deleted  and  replaced  in its
     entirety by the following:

          "4.  Compensation.  The  Trust  shall  pay to JCC for  its  investment
          advisory services a fee, calculated and payable for each day that this
          Agreement  is in effect,  of 1/365 of 0.65% of the daily  closing  net
          asset value of the Fund (1/366 of 0.65% of the daily closing net asset
          value of the Fund in a leap year)."

     2. The Parties acknowledge that the Agreement, as amended,  remains in full
     force and effect as of the date of this Amendment, and that this Amendment,
     together with the Agreement,  contain the entire understanding and the full
     and complete agreement of the Parties and supercedes and replaces any prior
     understandings  and  agreements  among the Parties  respecting  the subject
     matter hereof.

     3. This Amendment to the Agreement may be contemporaneously executed in one
     or more counterparts,  each of which shall be deemed an original but all of
     which together


     shall constitute one and the same instrument.

     4. Each of the  undersigned  is duly  authorized to sign this  Amendment on
     behalf of the respective Parties.

     IN WITNESS  WHEREOF,  the  Parties  have  executed  this  Amendment  to the
Agreement as of the date first above written.

JANUS CAPITAL CORPORATION


By:
Name:  Xxxxxx X. Goodbarn
Title:  Vice President


JANUS ASPEN SERIES


By :
Name:    Xxxxxx X. Xxxxxx
Title:   President