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* ROWLAND LANDON H (Last) (First) (Middle) 920 MAIN STREET, SUITE 204 (Street) KANSAS CITY MO 64105 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/20/2004
	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								6,595.23(1)	D
Common Stock								200,000	D
Common Stock								1,022,061	I	Landon Rowland Revocable Trust
Common Stock								942,769	I	Sarah Rowland Revocable Trust
Common Stock	08/20/2004		S		132,179(2)	D	$13.42	0	I	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(3)	$8.02							07/13/2000	11/13/2006	Common Stock	918,000(4)		918,000	D
Option (Right to Buy) and LSAR(3)	$13.76							07/13/2000	12/07/2008	Common Stock	12,276(4)		12,276	D
Option (Right to Buy) and LSAR(3)	$39.77							07/13/2000	02/28/2010	Common Stock	4,648(4)		4,648	D
Option (Right to Buy) and LSAR(3)	$34.28							01/01/2003	05/04/2010	Common Stock	443,957(4)		443,957	D
Option (Right to Buy) and LSAR(3)	$34.28							05/05/2001	05/04/2010	Common Stock	33,245(4)		33,245	D
Option (Right to Buy) and LSAR(3)	$42.34							01/29/2001	01/28/2011	Common Stock	4,335		4,335	D
Option (Right to Buy) and LSAR(3)	$25.71							01/28/2002	01/27/2012	Common Stock	6,866		6,866	D
Option (Right to Buy) and LSAR(3)	(5)							01/01/2003	07/17/2012	Common Stock	212,000		212,000	D
Option (Right to Buy) and LSAR(3)	$13.15							12/11/2002	12/10/2012	Common Stock	13,106		13,106	D

Explanation of Responses:

1. Restricted stock units acquired pursuant to a dividend reinvestment feature under the Directors Deferred Fee Plan. Restricted stock units will become payable in common stock upon the reporting person's termination of service as a director. Each restricted stock unit represents one share of common stock upon distribution.

2. The reporting person has disposed of all of his shares held in the Employee Stock Ownership Plan ("ESOP"). Includes 390.46 shares contributed by issuer to reporting person in the first half of 2004 and reflects total number of shares held in the ESOP as of August 20, 2004.

3. Limited Stock Appreciation Rights ("LSAR") are granted in tandem with stock options. LSARs are automatically exercisable (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.

4. Substitute options awarded in connection with the spin-off of Janus Capital Group Inc. (formerly Stilwell Financial Inc.) from Kansas City Southern Industries, Inc.

5. Exercise price is $19.36 for 56,000 options, $21.59 for 56,000 options, $17.12 for 56,000 options and $14.89 for 44,000 options.

Remarks:

	Jill M. Jepson, Attorney-in-Fact for Landon H. Rowland	08/24/2004
	** 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).
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