SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* HIGHFIELDS CAPITAL MANAGEMENT LP (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/31/2005	3. Issuer Name and Ticker or Trading Symbol JANUS CAPITAL GROUP INC [ JNS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share ("Common Stock")	22,000,000	I	Investment Manager(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Swap (cash-settled call equivalent position)(3)(4)(5)	(3)(4)(5)	(3)(4)(5)	Common Stock	(3)(4)(5)	(3)(4)(5)	I	Investment Manager(1)(3)(4)(5)

1. Name and Address of Reporting Person* HIGHFIELDS CAPITAL MANAGEMENT LP (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Highfields GP LLC (Last) (First) (Middle) C/O HIGHFIELDS CAPITAL MANAGEMENT, JOHN HANCOCK TOWER, 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JACOBSON JONATHON S (Last) (First) (Middle) C/O HIGHFIELDS CAPITAL MANAGEMENT, JOHN HANCOCK TOWER, 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GRUBMAN RICHARD L (Last) (First) (Middle) C/O HIGHFIELDS CAPITAL MANAGEMENT, JOHN HANCOCK TOWER, 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reporting persons are filing this report as a result of the Issuer's repurchases of Common Stock, which have caused the reporting persons' pre-existing beneficial ownership of the Common Stock to exceed 10% of the Issuer's last reported total outstanding Common Stock.

2. The securities reported herein are directly owned by Highfields Capital I LP ("Highfields I"), Highfields Capital II LP ("Highfields II") and Highfields Capital Ltd. ("Highfields Ltd."), each of which is a fund managed by Highfields Capital Management LP ("Highfields Capital Management"). Each of Highfields Capital Management, Highfields GP LLC, Jonathon S. Jacobson and Richard L. Grubman (each of which is a reporting person hereunder) is a beneficial owner of the Common Stock directly owned by Highfields I, Highfields II and Highfields Ltd.

3. The derivative securities reported herein are directly owned by Highfields Capital II LP ("Highfields II") and Highfields Capital Ltd. ("Highfields Ltd."), each of which is a fund managed by Highfields Capital Management LP ("Highfields Capital Management").

4. (Swap Description Part 1 of 2) Highfields II and Highfields Ltd. have entered into a cash-settled total return swap agreement with a counterparty (the "Swap") in which the counterparty is obligated to pay to Highfields II and Highfields Ltd., in cash, amounts that are determined by reference to certain distribution and similar events of the Issuer, plus any increase, if applicable, between an average reference price of $13.94 per share for 1,330,000 reference shares of Common Stock and the market value of such reference shares on December 15, 2010 (the "Termination Date") and Highfields II and Highfields Ltd. are obligated to pay to the counterparty, in cash, certain interest payments, plus any decrease, if applicable, between an average reference price of $13.94 per share for 1,330,000 reference shares of Common Stock and the market value of such reference shares on the Termination Date.

5. (Swap Description Part 2 of 2) The Termination Date may be accelerated upon certain events or upon agreement by the parties. Each of Highfields Capital Management, Highfields GP LLC, Jonathon S. Jacobson and Richard L. Grubman (each of which is a reporting person hereunder) is a beneficial owner of the Swap directly owned by Highfields II and Highfields Ltd.

Remarks:

(6) Joseph F. Mazzella is signing in his capacity as the Authorized Signatory of Highfields GP LLC, the general partner of Highfields Capital Management LP. (7) Joseph F. Mazzella is signing in his capacity as the Authorized Signatory of Highfields GP LLC. (8) Joseph F. Mazzella is signing in his capacity as the Authorized Signatory for Jonathon S. Jacobson. (9) Joseph F. Mazzella is signing in his capacity as the Authorized Signatory for Richard L. Grubman.

	/s/ Joseph F. Mazzella, Authorized Signatory (6)	11/10/2005
	/s/ Joseph F. Mazzella, Authorized Signatory (7)	11/10/2005
	/s/ Joseph F. Mazzella, Authorized Signatory (8)	11/10/2005
	/s/ Joseph F. Mazzella, Authorized Signatory (9)	11/10/2005
	** Signature of Reporting Person	Date
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