Sec Form 4 Filing - Howes Kelley Abbott @ JANUS CAPITAL GROUP INC - 2010-02-05

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 Howes Kelley Abbott 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) EVP, Gen. Counsel, Secretary (Last) (First) (Middle) JANUS CAPITAL GROUP INC., 151 DETROIT STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2010 (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 02/05/2010 A 8,497 A $ 0 65,445 D Common Stock 9,699.33 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 Stock Option (Right to Buy) $ 11.78 02/05/2010 A 15,641 ( 1 ) 02/05/2017 Common Stock 15,641 $ 0 15,641 D Stock Option (Right to Buy) $ 5.32 ( 2 ) 01/30/2016 Common Stock 47,199 47,199 D Stock Option (Right to Buy) $ 27.54 ( 3 ) 01/31/2015 Common Stock 11,478 11,478 D Stock Option (Right to Buy) $ 21.01 ( 4 ) 02/01/2014 Common Stock 9,915 9,915 D Stock Option (Right to Buy) $ 21.57 02/02/2009 02/12/2013 Common Stock 9,814 9,814 D Stock Option (Right to Buy) $ 14.39 02/01/2008 02/03/2015 Common Stock 12,152 12,152 D Stock Option (Right to Buy) and LSAR ( 5 ) $ 16.24 05/08/2006 02/03/2014 Common Stock 12,512 12,512 D Stock Option (Right to Buy) and LSAR ( 5 ) $ 14.37 05/08/2008 05/07/2013 Common Stock 3,144 3,144 D Stock Option (Right to Buy) and LSAR ( 5 ) $ 25.71 01/28/2007 01/27/2012 Common Stock 3,186 3,186 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Howes Kelley Abbott JANUS CAPITAL GROUP INC. 151 DETROIT STREET DENVER, CO80206 EVP, Gen. Counsel, Secretary Signatures Kathlene D. Duncan, Attorney-in-Fact for Kelley Abbott Howes 02/09/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option award vests annually in four equal installments (within one share) beginning on February 1, 2011. ( 2 )The option award vests annually in four equal installments (within one share) beginning on February 1, 2010. ( 3 )The option award vests annually in three equal installments beginning on February 1, 2009. ( 4 )The option award vests annually in four equal installments (within one share) beginning on February 1, 2008. ( 5 )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. All LSARs unvested as of January 1, 2005 have been terminated.

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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