Sec Form 4 Filing - HUDNER TIMOTHY R @ JANUS CAPITAL GROUP INC - 2004-06-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HUDNER TIMOTHY R 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) SVP of Operations and Tech (Last) (First) (Middle) JANUS CAPITAL GROUP INC., 151 DETROIT STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2004 (Street) DENVER,, CO80206 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/10/2004 S 32,600 D $ 16 178,613 D Common Stock 06/10/2004 S 7,200 D $ 16.11 171,413 D Common Stock 06/10/2004 S 200 D $ 16.1 171,213 D Common Stock 4,546.9 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 2 ) $ 16.24 ( 3 ) 02/03/2014 Common Stock 60,061 60,061 D Option (Right to Buy) and LSAR ( 2 ) $ 14.37 ( 4 ) 05/07/2013 Common Stock 43,859 43,859 D Option (Right to Buy) and LSAR ( 2 ) $ 25.71 ( 5 ) 01/27/2012 Common Stock 8,204 8,204 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HUDNER TIMOTHY R JANUS CAPITAL GROUP INC. 151 DETROIT STREET DENVER,, CO80206 SVP of Operations and Tech Signatures Jill M. Jepson, Attorney-in-Fact for R. Timothy Hudner 06/14/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects total number of shares held in the Employee Stock Ownership Plan ("ESOP") as of March 31, 2004. ( 2 )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 Company which has not been approved by certain members of the Company'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. ( 3 )The option award vests annually in three installments beginning on December 31, 2004; the first vesting event will be 20,021 options, and the second and third vesting events will be 20,020 options per vesting event. ( 4 )The option award vests annually in five installments beginning on May 8, 2004; the first four vesting events will be 8,772 options per vesting event, and the last vesting event will be 8,771 options. ( 5 )The option award vests annually in five installments beginning on January 28, 2003; the first four vesting events will be 1,641 options per vesting event, and the last vesting event will be 1,640 options.

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).

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