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                                                                 EXHIBIT 10.34.2


                                  AMENDMENT TO
                           CHANGE OF CONTROL AGREEMENT

         This Amendment to Change of Control Agreement (this "Amendment") is
entered into as of December 18, 2003, by and between Janus Capital Group Inc., a
Delaware corporation (the "Company") and Mark B. Whiston (the "Executive").
Capitalized terms used herein but not otherwise defined herein shall have the
respective meaning ascribed to them in the Change of Control Agreement (as
defined below).

         WHEREAS, the Company and the Executive previously entered into that
certain Change of Control Agreement, dated as of February 10, 2003 (the
"Agreement"); and

         WHEREAS, the parties now desire to amend the Agreement as hereinafter
provided;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, the Company and the Executive hereby agree as follows:

         1. Section 3(b)(2) is hereby amended and restated in its entirety as
follows:

         "(2) ANNUAL BONUS AND COMMISSION PAY. In addition to the Annual Base
         Salary, the Executive shall be awarded, for each fiscal year ending
         during the Employment Period, an annual bonus (the "Annual Bonus") in
         cash at least equal to the Target Bonus as defined and described in
         SCHEDULE A hereto. To the extent that any such Annual Bonus shall not
         be deductible when otherwise accrued pursuant to Section 162(m) of the
         Internal Revenue Code of 1986, as amended ("Section 162(m)"), the
         Company shall credit an account in the Executive's name under a
         deferred compensation plan to be established by the Company on or
         before March 31, 2004 (the "Deferred Compensation Plan"), which account
         shall be distributable to the Executive or his beneficiaries no earlier
         than the first date when the Company's accrual of the compensation
         deduction attributable to the payment of the balance in such deferred
         compensation account is not subject to the deduction limitations of
         Section 162(m)."

         2. The following new Section 3(b)(9) is hereby added to the Agreement:

         "(9) (A) If at the Effective Date the Annual Bonus for 2003 has not yet
         been paid in full in accordance with Section 3(b)(ii) of that certain
         Employment Agreement dated as of January 1, 2003 and amended as of even
         date herewith, by and between the Company and the Executive (as so
         amended, the "Employment Agreement"), any unpaid portion shall be paid
         in accordance with the provisions of said Section 3(b)(ii) and other
         applicable provisions of the Employment Agreement.

              (B) If at the Effective Date any components of the One-Year
         Retention Bonus and/or the Eighteen-Month Retention Bonus (as such
         terms are defined in the Employment Agreement) have not yet vested or,
         if vested, have not yet been paid to the Executive, all such unvested
         and unpaid components shall continue to be subject to vesting and
         payment in accordance with the provisions of



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         Section 3(b)(ix)(A) or Section 3(b)(ix)(B) of the Employment Agreement,
         whichever may be applicable, and other applicable provisions of the
         Employment Agreement. In addition, the provisions of Section 3(b)(x) of
         the Employment Agreement with respect to the stock grants under Section
         3(b)(ix) of the Employment Agreement shall continue to apply with
         respect to the stock grants granted to the Executive as provided for
         under said Section 3(b)(ix) of the Employment Agreement.

                  (C) The provisions of the Employment Agreement relating to the
         payment of the 2003 Annual Bonus, the One-Year Retention Bonus and the
         Eighteen-Month Retention Bonus (as such terms are defined in the
         Employment Agreement) shall survive the Effective Date for such time as
         is necessary or appropriate to give effect to the provisions of the
         foregoing subsections (A) and (B)."

         3. Section 4(c)(7) is hereby amended and restated in its entirety as
follows:

                  "(7) the failure of the Executive to continue, except pursuant
         to his voluntary resignation or the failure of the Company shareholders
         to approve his reelection to serve as a member of the Board, to serve
         as Vice Chairman of the Board."

         4. Section 5(a)(1) is hereby amended and restated in its entirety as
follows:

                  "(1) the Company shall pay to the Executive the aggregate of
         the following amounts:

                  (A) the sum of (1) the Executive's Annual Base Salary through
         the Date of Termination, (2) any unpaid bonus with respect to the
         fiscal year of the Company prior to the Date of Termination and
         calculated pursuant to the Executive's then current employment
         agreement, if any, or if no employment agreement is in effect, then the
         Target Bonus ("Current Bonus"), (3) any accrued and unpaid vacation,
         and (4) the product of (x) the Current Bonus and (y) a fraction, the
         numerator of which is the number of days in the fiscal year in which
         the Date of Termination occurs through the Date of Termination, and the
         denominator of which is 365, in each case to the extent not theretofore
         paid (the sum of the amounts described in clauses (1), (2), (3) and (4)
         shall be hereinafter referred to as the "Accrued Obligations"); the
         Accrued Obligations described in the foregoing clauses (1), (2) and (3)
         shall be paid in a lump sum in cash within 30 days following the Date
         of Termination, and the Accrued Obligations described in the foregoing
         clause (4) shall be paid in a lump sum in cash on the later of (aa) any
         day within the first 30 days following the Date of Termination, or (bb)
         if not within the first 30 days following the Date of Termination, on
         the first day following such 30th day when the Company's deduction for
         the payment or accrual of the amount described in such clause (4) is
         not subject to the deduction limitations of Section 162(m); and



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                  (B) If the Date of Termination is on or before December 31,
         2005, an amount equal to the product of (1) three and (2) the sum of
         (x) the Annual Base Salary and (y) the average of the actual sales
         commissions and Annual Bonuses paid to the Executive by the Company and
         its predecessor with respect to the 2001 through 2003 fiscal years,
         minus the following amounts if the Executive shall have fully vested in
         and shall have received or shall be entitled to receive the One-Year
         Retention Bonus and/or the Eighteen-Month Retention Bonus (as such
         terms are defined in the Employment Agreement): (aa) with respect to
         the One-Year Retention Bonus, $2,500,000 for the stock grant pursuant
         to Section 3(b)(ix)(A)(1) of the Employment Agreement and $1,500,000
         for the deferred compensation credit pursuant to Section 3(b)(ix)(A)(2)
         of the Employment Agreement, and (bb) with respect to the
         Eighteen-Month Retention Bonus, $1,000,000 for the stock grant pursuant
         to Section 3(b)(ix)(B)(1) of the Employment Agreement and $500,000 for
         the deferred compensation credit pursuant to Section 3(b)(ix)(B)(2) of
         the Employment Agreement. Such payment shall be made to the Executive
         on the later of (aa) any day within the first 30 days following the
         Date of Termination, or (bb) if not within the first 30 days following
         the Date of Termination, on the first day following such 30th day when
         the Company's deduction for the payment or accrual of the severance
         payment provided for hereunder is not subject to the deduction
         limitations of Section 162(m).

                  (C) If the Date of Termination is after December 31, 2005, an
         amount equal to the product of (1) two and (2) the sum of (x) the
         Annual Base Salary and (y) the average of the actual sales commissions
         and Annual Bonuses paid to the Executive by the Company and its
         predecessor with respect to the two fiscal years immediately prior to
         the Date of Termination, minus the following amounts if the Executive
         shall have fully vested in and shall have received or shall be entitled
         to receive the One-Year Retention Bonus and/or the Eighteen-Month
         Retention Bonus (as such terms are defined in the Employment
         Agreement): (aa) with respect to the One-Year Retention Bonus,
         $2,500,000 for the stock grant pursuant to Section 3(b)(ix)(A)(1) of
         the Employment Agreement, and $1,500,000 for the deferred compensation
         credit pursuant to Section 3(b)(ix)(A)(2) of the Employment Agreement,
         and (bb) with respect to the Eighteen-Month Retention Bonus, $1,000,000
         for the stock grant pursuant to Section 3(b)(ix)(B)(1) of the
         Employment Agreement and $500,000 for the deferred compensation credit
         pursuant to Section 3(b)(ix)(B)(2) of the Employment Agreement. Such
         payment shall be made to the Executive on the later of (aa) any day
         within the first 30 days following the Date of Termination, or (bb) if
         not within the first 30 days following the Date of Termination, on the
         first day following such 30th day when the Company's deduction for the
         payment or accrual of the severance payment provided for hereunder is
         not subject to the deduction limitations of Section 162(m)."

         5. Section 5(a)(3) is hereby amended and restated in its entirety as
follows:



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         "(3) any unvested cash and equity long-term incentive award or other
         incentive awards granted to the Executive, including any unvested
         shares of limited liability company interests, in the Company, Janus
         Capital Management LLC or in any of their affiliated companies held by
         the Executive (collectively, "Retention and Incentive Awards") shall
         immediately vest and/or be paid, as applicable, in full and any stock
         options shall, from and after such vesting, remain exercisable for the
         remainder of their respective terms, provided, however, in the case of
         a resignation for Good Reason described in the second-to-last sentence
         of Section 4(c), consisting of a resignation during the 30-day period
         following the first anniversary of the Effective Date, there shall be
         no accelerated vesting with respect to any of the components of the
         One-Year Retention Bonus and the Eighteen-Month Retention Bonus, as
         such terms are defined in the Employment Agreement; and"

         6. The second and third sentences of Section 5(b) are hereby amended
and restated in their entirety as follows:

          "In addition, all Retention and Incentive Awards shall immediately
         vest and/or be paid, as applicable, provided, however, in the case of
         the One-Year Retention Bonus and the Eighteen-Month Retention Bonus (as
         such terms are defined in the Employment Agreement), such bonuses shall
         be paid on the first date after December 31, 2004 or June 30, 2005,
         whichever may be applicable, when the Company's accrual of the
         compensation deduction attributable to the payment of shares of Common
         Stock to the Executive or the payment of the balance in the deferred
         compensation account, whichever may be applicable, is not subject to
         the deduction limitations of Section 162(m). The Accrued Obligations
         shall be paid to the Executive's estate or beneficiary, as applicable,
         within the time periods specified in Section 5(a)(1)(A)."

         7. The second and third sentences of Section 5(c) are hereby amended
and restated in their entirety as follows:

         "In addition, all Retention and Incentive Awards, shall immediately
         vest and/or be paid, as applicable, provided, however, in the case of
         the One-Year Retention Bonus and the Eighteen-Month Retention Bonus (as
         such terms are defined in the Employment Agreement), such bonuses shall
         be paid on the first date after December 31, 2004 or June 30, 2005,
         whichever may be applicable, when the Company's accrual of the
         compensation deduction attributable to the payment of shares of Common
         Stock to the Executive or the payment of the balance in the deferred
         compensation account, whichever may be applicable, is not subject to
         the deduction limitations of Section 162(m). The Accrued Obligations
         shall be paid to the Executive within the time periods specified in
         Section 5(a)(1)(A)."

         8. The following sentence is hereby added at the end of Section 5(d):

                  "(d) Notwithstanding the foregoing, in the event that the
         Executive elects at any time during October 2004 to terminate his
         employment with the



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         Company as of January 1, 2005 (an "Optional Termination"), the Company
         shall pay to the Executive, in addition to the amounts set forth in the
         prior sentence, his Annual Bonus for 2004 and any unpaid Annual Bonus
         with respect to any prior fiscal year of the Company."

         9. Unless otherwise indicated, all references in this Amendment to
designated "Sections" are to the designated Sections of the Agreement.

         10. Except as modified by the foregoing, the terms and conditions of
the Agreement shall remain unaffected and shall continue in full force and
effect after the date hereof.

         11. This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts (including counterparts
delivered by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Any such counterpart delivered
by telecopy shall be effective as an original for all purposes.

         12. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.

         13. This Amendment shall be effective as of the date hereof.

                            (SIGNATURE PAGE FOLLOWS)



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         IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the date first set forth above.

                                             JANUS CAPITAL GROUP INC.


                                             By: /s/ LOREN M. STARR
                                                --------------------------------

                                             Its: Senior Vice President and
                                                   Chief Financial Officer


                                             MARK B. WHISTON

                                             /s/ MARK B. WHISTON
                                             -----------------------------------



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