As filed with the Securities and Exchange Commission on October 21, 2002
                                                           Registration No. 333-
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                             Stilwell Financial Inc.
             (Exact name of registrant as specified in its charter)


       Delaware                                    43-1804048
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)              Identification No.)


                                 920 Main Street
                                   21st Floor
                        Kansas City, Missouri 64105-2008
          (Address of principal executive offices, including zip code)
                          -----------------------------
                   JANUS CAPITAL MANAGEMENT LLC LIQUIDITY PLAN
                            (Full title of the plan)

                               Gwen E. Royle, Esq.
                             Stilwell Financial Inc.
                                 920 Main Street
                                   21st Floor
                        Kansas City, Missouri 64105-2008
                                 (816) 218-2400
 (Name, address and telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                                                    CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------------------
           Title of                     Amount              Proposed Maximum         Proposed Maximum           Amount of
       Securities to be                  to be             Offering Price Per           Aggregate              Registration
          Registered                Registered (1)             Share (2)            Offering Price (2)             Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>                       <C>                     <C>
Common Shares, par value             980,000                   $10.77                    10,554,600              $971.02
  $0.01 per share
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   This registration statement on Form S-8 (the "Registration Statement")
      shall also cover any additional shares, of Stilwell Financial Inc. (the
      "Registrant") common shares, par value $0.01 (the "Common Shares"), which
      become issuable under the Janus Capital Management LLC Liquidity Plan (the
      "Plan") being registered pursuant to this Registration Statement by reason
      of any stock dividend, stock split, recapitalization or any other similar
      transaction effected without the receipt of consideration which results in
      an increase in the number of the Registrant's outstanding Common Shares.
      To the extent that the interests in the Plan constitute securities,
      pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
      "Securities Act"), this Registration Statement also covers an
      indeterminate amount of interests in the Plan.

(2)   In accordance with Rules 457(c) and 457(h) under the Securities Act, the
      Registration Fee, the Proposed Maximum Offering Price Per Share and the
      Proposed Maximum Aggregate Offering Price are based on the average of the
      high and low prices of the Common Shares reported on the New York Stock
      Exchange on October 14, 2002.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  Plan Information.*

ITEM 2.  Registrant Information and Employee Annual Information.*








--------
*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this Registration Statement in accordance with
      Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.  Incorporation of Documents by Reference.

                  The following documents previously filed with the Securities
         and Exchange Commission (the "Commission") by the Registrant are
         incorporated by reference in this Registration Statement:

                  (a) The Annual Report on Form 10-K for the fiscal year ended
         December 31, 2001 (Commission File No. 001-15253) filed by the
         Registrant on March 20, 2002;

                  (b) The Quarterly Reports on Form 10-Q for the fiscal quarter
         ended March 31, 2002 filed by the Registrant on May 15, 2002 and for
         the fiscal quarter ended June 30, 2002 filed by the Registrant on
         August 14, 2002;

                  (c) The following Current Reports on Form 8-K dated: October
         10, 2002 filed by the Registrant on October 10, 2002; August 14, 2002
         filed by the Registrant on August 14, 2002; August 7, 2002 filed by the
         Registrant on August 7, 2002; and July 1, 2002 filed by the Registrant
         on July 2, 2002; and

                  (d) The description of the Registrant's Common Shares set
         forth under the caption "Description of Capital Stock" in the
         Registrant's Registration Statement on Form 10 (Commission File No.
         001-15253) as filed by the Registrant on June 15, 2000.

                  All documents subsequently filed by the Registrant pursuant to
         Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), prior to the filing of a
         post-effective amendment which indicates that all securities offered
         have been sold or which deregisters all securities remaining unsold,
         shall be deemed to be a part hereof from the date of filing such
         documents.

                  Any statement contained in a document incorporated or deemed
         to be incorporated by reference herein shall be deemed to be modified
         or superseded for purposes of this Registration Statement to the extent
         that a statement incorporated by reference herein modified or
         supersedes such statement. Any such statement so modified or superseded
         shall not be deemed, except as so modified or superseded, to constitute
         a part of this Registration Statement.


ITEM 4.  Description of Securities.

<PAGE>
                  Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

                  Not applicable.

ITEM 6.  Indemnification of Directors and Officers.

                  Section 145 of the Delaware General Corporation Law, as
         amended, (the "DGCL") provides that a corporation may indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by or in the right of the corporation) by reason of the fact that he or
         she is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him or her in connection
         with such action, suit or proceeding if he or she acted in good faith
         and in a manner he or she reasonably believed to be in or not opposed
         to the best interests of the corporation, and, with respect to any
         criminal action or proceeding, had no reasonable cause to believe his
         conduct was unlawful. Section 145 of the DGCL further provides that a
         corporation similarly may indemnify any such person serving in any such
         capacity who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action or suit by or in the right
         of the corporation to procure a judgment in its favor, against expenses
         (including attorneys' fees) actually and reasonably incurred in
         connection with the defense or settlement of such action or suit if he
         or she acted in good faith and in a manner he or she reasonably
         believed to be in or not opposed to the best interests of the
         corporation and except that no indemnification shall be made in respect
         of any claim, issue or matter as to which such person shall have been
         adjudged to be liable to the corporation unless and only to the extent
         that the Delaware Court of Chancery or such other court in which such
         action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                  The Registrant has entered into indemnification agreements
         with its officers and directors. Such indemnification agreements are
         intended to supplement the Registrant's officers' and directors'
         liability insurance and to provide these officers and directors with
         specific contractual assurance that the protection provided by the
         Registrant's amended and restated certificate of incorporation (the
         "Certificate") will continue to be available regardless of, among other
         things, an amendment to the Registrant's Certificate or a change in
         management or control of the Registrant. Such indemnification
         agreements provide for prompt indemnification to the fullest extent
         permitted by law and for the prompt advancement of expenses, including
         attorneys' fees and all other costs and expenses incurred in connection
         with any action, suit or proceeding in which the director or officer is
         a witness or other participant, or to which the director or officer is
         a party, by reason (in whole or in part) of service in such capacities.
         Such indemnification

<PAGE>

         agreements provide a mechanism for court relief if indemnification or
         expense advances are denied or not received within the periods
         specified in such agreements. Indemnification and advancement of
         expenses are also provided with respect to a court proceeding initiated
         for a determination of rights under such indemnification agreements and
         for certain other matters.

                  The Certificate provides that each person who was or is made a
         party or is threatened to be made a party to, or is otherwise involved
         in, any action, suit or proceeding, whether civil, criminal,
         administrative or investigative, by reason of the fact that he or she
         is or was a director, officer, employee, agent, trustee, committee
         member or representative of the Registrant (or is or was serving at the
         request of the Registrant as a director, officer, employee, agent,
         trustee, committee member or representative of any other entity,
         including service with respect to employee benefit plans) shall be
         indemnified and held harmless by the Registrant, to the full extent
         permitted by Delaware law, as in effect from time to time, against all
         expense, liability and loss (including attorneys' fees, judgments,
         fines, ERISA excise taxes or penalties and amounts paid in settlement)
         reasonably incurred or suffered by such person acting in such capacity.

                  The Certificate provides that the rights to indemnification
         and the payment of expenses provided thereby shall not be exclusive of
         any other right which any person may have or acquire under any statute,
         any provision of the Registrant's Certificate or the Registrant's
         amended and restated by-laws, agreement or otherwise. Any repeal or
         modification of such indemnification provisions shall not adversely
         affect any right or protection of a director or officer with respect to
         any conduct of such director or officer occurring prior to such repeal
         or modification.

                   The Certificate provides that the Registrant will indemnify
         its directors for monetary damages to the Registrant and its
         stockholders for any breach of fiduciary duty, except for liability (i)
         for any breach of the director's duty of loyalty to the Registrant or
         its stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the DGCL (relating to unlawful payment of dividend
         and unlawful stock purchase and redemption) or (iv) for any transaction
         from which the director derived an improper personal benefit.

ITEM 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

         See attached exhibit list.

ITEM 9.  Undertakings.

         (a) The Registrant hereby undertakes:

<PAGE>

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in the Registration Statement;

         (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof, and

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Kansas City, Missouri on this 21st day of October, 2002.

                                              STILWELL FINANCIAL INC.



                                              By:  /s/  Landon H. Rowland
                                                 -------------------------------
                                                 Name:   Landon H. Rowland
                                                 Title:  Chairman, President,
                                                         Chief Executive Officer
                                                         and Director

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints each
of Landon H. Rowland, Danny R. Carpenter or Gwen E. Royle as such person's true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registrations statements
filed pursuant to Rule 462 under the Securities Act, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, and does hereby grant unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed on the 21st day of
October, 2002 by the following persons in the capacities indicated.



Name and Signature                              Capacity
------------------                              --------

/s/  Landon H. Rowland
                                                Chairman, President, Chief
-----------------------------------             Executive Officer and
Landon H. Rowland                               Director

/s/  Danny R. Carpenter
-----------------------------------             Executive Vice President
Danny R. Carpenter

/s/ Daniel P. Connealy
                                                Vice President and Chief
-----------------------------------             Financial Officer
Daniel P. Connealy                              (Principal Financial Officer)

/s/  Gwen E. Royle
                                                Vice President - Legal,
-----------------------------------             Administration and
Gwen E. Royle                                   Human Resources

/s/  Douglas E. Nickerson
                                                Vice President, Controller and
-----------------------------------             Treasurer
Douglas E. Nickerson                            (Principal Accounting Officer)

-----------------------------------             Director
Paul F. Balser


<PAGE>


/s/  James E. Barnes
-----------------------------------             Director
James E. Barnes

/s/  Andrew Rudd
-----------------------------------             Director
Andrew Rudd

/s/  Morton J. Sosland
-----------------------------------             Director
Morton J. Sosland

-----------------------------------             Director
Robert Skidelsky


<PAGE>


                                  Exhibit Index


Exhibit
Number           Description

4.1              Registrant's Amended and Restated Certificate of Incorporation,
                 filed as Exhibit 3.1.1 to the Registrant's Registration
                 Statement on Form 10, dated June 15, 2000 (Commission File No.
                 001-15253) incorporated herein by reference.

4.2              Registrant's Amended and Restated Bylaws, filed as Exhibit 3.1
                 as Amended to the Registrant's Quarterly Report on Form 10-Q,
                 dated August 14, 2002 (Commission File No. 001-15253)
                 incorporated herein by reference.

4.3              The Janus Capital Management LLC Liquidity Plan, filed as
                 Exhibit 10.1 to the Registrant's Current Report on Form 8-K,
                 dated June 7, 2002 incorporated herein by reference.

5.1*             Opinion of Shearman & Sterling as to the legality of the Common
                 Shares.

23.1*            Consent of PricewaterhouseCoopers LLP, independent auditors of
                 the Registrant.

23.2*            Consent of Shearman & Sterling (contained in Exhibit 5.1).

24.1*            Powers of Attorney (included on signature pages).





---------------------------------
*        Filed herewith.

<PAGE>
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{"company-data": {"conformed-name": "STILWELL FINANCIAL INC", "cik": "0001065865", "assigned-sic": "6199", "irs-number": "431804048", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100653", "film-number": "02794252"}, "business-address": {"street1": "920 MAIN STREET 21ST FLOOR", "city": "KANSAS CITY", "state": "MO", "zip": "64105", "phone": "8162182400"}, "mail-address": {"street1": "920 MAIN STREET 21ST FLOOR", "city": "KANSAS CITY", "state": "MO", "zip": "64105"}, "former-company": {"former-conformed-name": "FAM HOLDINGS INC", "date-changed": "19980710"}}
As filed with the Securities and Exchange Commission on October 21, 2002
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                             Stilwell Financial Inc.
             (Exact name of registrant as specified in its charter)

       Delaware                                    43-1804048
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)              Identification No.)

                                 920 Main Street
                                   21st Floor
                        Kansas City, Missouri 64105-2008
          (Address of principal executive offices, including zip code)
                          -----------------------------
                   JANUS CAPITAL MANAGEMENT LLC LIQUIDITY PLAN
                            (Full title of the plan)

                               Gwen E. Royle, Esq.
                             Stilwell Financial Inc.
                                 920 Main Street
                                   21st Floor
                        Kansas City, Missouri 64105-2008
                                 (816) 218-2400
 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------------------
           Title of                     Amount              Proposed Maximum         Proposed Maximum           Amount of
       Securities to be                  to be             Offering Price Per           Aggregate              Registration
          Registered                Registered (1)             Share (2)            Offering Price (2)             Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Shares, par value             980,000                   $10.77                    10,554,600              $971.02
  $0.01 per share
---------------------------------------------------------------------------------------------------------------------------------
(1)   This registration statement on Form S-8 (the "Registration Statement")
      shall also cover any additional shares, of Stilwell Financial Inc. (the
      "Registrant") common shares, par value $0.01 (the "Common Shares"), which
      become issuable under the Janus Capital Management LLC Liquidity Plan (the
      "Plan") being registered pursuant to this Registration Statement by reason
      of any stock dividend, stock split, recapitalization or any other similar
      transaction effected without the receipt of consideration which results in
      an increase in the number of the Registrant's outstanding Common Shares.
      To the extent that the interests in the Plan constitute securities,
      pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
      "Securities Act"), this Registration Statement also covers an
      indeterminate amount of interests in the Plan.

(2)   In accordance with Rules 457(c) and 457(h) under the Securities Act, the
      Registration Fee, the Proposed Maximum Offering Price Per Share and the
      Proposed Maximum Aggregate Offering Price are based on the average of the
      high and low prices of the Common Shares reported on the New York Stock
      Exchange on October 14, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registrant Information and Employee Annual Information.*

--------
*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this Registration Statement in accordance with
      Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  Incorporation of Documents by Reference.

                  The following documents previously filed with the Securities
         and Exchange Commission (the "Commission") by the Registrant are
         incorporated by reference in this Registration Statement:

                  (a) The Annual Report on Form 10-K for the fiscal year ended
         December 31, 2001 (Commission File No. 001-15253) filed by the
         Registrant on March 20, 2002;

                  (b) The Quarterly Reports on Form 10-Q for the fiscal quarter
         ended March 31, 2002 filed by the Registrant on May 15, 2002 and for
         the fiscal quarter ended June 30, 2002 filed by the Registrant on
         August 14, 2002;

                  (c) The following Current Reports on Form 8-K dated: October
         10, 2002 filed by the Registrant on October 10, 2002; August 14, 2002
         filed by the Registrant on August 14, 2002; August 7, 2002 filed by the
         Registrant on August 7, 2002; and July 1, 2002 filed by the Registrant
         on July 2, 2002; and

                  (d) The description of the Registrant's Common Shares set
         forth under the caption "Description of Capital Stock" in the
         Registrant's Registration Statement on Form 10 (Commission File No.
         001-15253) as filed by the Registrant on June 15, 2000.

                  All documents subsequently filed by the Registrant pursuant to
         Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), prior to the filing of a
         post-effective amendment which indicates that all securities offered
         have been sold or which deregisters all securities remaining unsold,
         shall be deemed to be a part hereof from the date of filing such
         documents.

                  Any statement contained in a document incorporated or deemed
         to be incorporated by reference herein shall be deemed to be modified
         or superseded for purposes of this Registration Statement to the extent
         that a statement incorporated by reference herein modified or
         supersedes such statement. Any such statement so modified or superseded
         shall not be deemed, except as so modified or superseded, to constitute
         a part of this Registration Statement.

ITEM 4.  Description of Securities.
Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

                  Not applicable.

ITEM 6.  Indemnification of Directors and Officers.

                  Section 145 of the Delaware General Corporation Law, as
         amended, (the "DGCL") provides that a corporation may indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by or in the right of the corporation) by reason of the fact that he or
         she is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him or her in connection
         with such action, suit or proceeding if he or she acted in good faith
         and in a manner he or she reasonably believed to be in or not opposed
         to the best interests of the corporation, and, with respect to any
         criminal action or proceeding, had no reasonable cause to believe his
         conduct was unlawful. Section 145 of the DGCL further provides that a
         corporation similarly may indemnify any such person serving in any such
         capacity who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action or suit by or in the right
         of the corporation to procure a judgment in its favor, against expenses
         (including attorneys' fees) actually and reasonably incurred in
         connection with the defense or settlement of such action or suit if he
         or she acted in good faith and in a manner he or she reasonably
         believed to be in or not opposed to the best interests of the
         corporation and except that no indemnification shall be made in respect
         of any claim, issue or matter as to which such person shall have been
         adjudged to be liable to the corporation unless and only to the extent
         that the Delaware Court of Chancery or such other court in which such
         action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                  The Registrant has entered into indemnification agreements
         with its officers and directors. Such indemnification agreements are
         intended to supplement the Registrant's officers' and directors'
         liability insurance and to provide these officers and directors with
         specific contractual assurance that the protection provided by the
         Registrant's amended and restated certificate of incorporation (the
         "Certificate") will continue to be available regardless of, among other
         things, an amendment to the Registrant's Certificate or a change in
         management or control of the Registrant. Such indemnification
         agreements provide for prompt indemnification to the fullest extent
         permitted by law and for the prompt advancement of expenses, including
         attorneys' fees and all other costs and expenses incurred in connection
         with any action, suit or proceeding in which the director or officer is
         a witness or other participant, or to which the director or officer is
         a party, by reason (in whole or in part) of service in such capacities.
         Such indemnification
agreements provide a mechanism for court relief if indemnification or
         expense advances are denied or not received within the periods
         specified in such agreements. Indemnification and advancement of
         expenses are also provided with respect to a court proceeding initiated
         for a determination of rights under such indemnification agreements and
         for certain other matters.

                  The Certificate provides that each person who was or is made a
         party or is threatened to be made a party to, or is otherwise involved
         in, any action, suit or proceeding, whether civil, criminal,
         administrative or investigative, by reason of the fact that he or she
         is or was a director, officer, employee, agent, trustee, committee
         member or representative of the Registrant (or is or was serving at the
         request of the Registrant as a director, officer, employee, agent,
         trustee, committee member or representative of any other entity,
         including service with respect to employee benefit plans) shall be
         indemnified and held harmless by the Registrant, to the full extent
         permitted by Delaware law, as in effect from time to time, against all
         expense, liability and loss (including attorneys' fees, judgments,
         fines, ERISA excise taxes or penalties and amounts paid in settlement)
         reasonably incurred or suffered by such person acting in such capacity.

                  The Certificate provides that the rights to indemnification
         and the payment of expenses provided thereby shall not be exclusive of
         any other right which any person may have or acquire under any statute,
         any provision of the Registrant's Certificate or the Registrant's
         amended and restated by-laws, agreement or otherwise. Any repeal or
         modification of such indemnification provisions shall not adversely
         affect any right or protection of a director or officer with respect to
         any conduct of such director or officer occurring prior to such repeal
         or modification.

                   The Certificate provides that the Registrant will indemnify
         its directors for monetary damages to the Registrant and its
         stockholders for any breach of fiduciary duty, except for liability (i)
         for any breach of the director's duty of loyalty to the Registrant or
         its stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the DGCL (relating to unlawful payment of dividend
         and unlawful stock purchase and redemption) or (iv) for any transaction
         from which the director derived an improper personal benefit.

ITEM 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

         See attached exhibit list.

ITEM 9.  Undertakings.

         (a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in the Registration Statement;

         (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof, and

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Kansas City, Missouri on this 21st day of October, 2002.

                                              STILWELL FINANCIAL INC.

                                              By:  /s/  Landon H. Rowland
                                                 -------------------------------
                                                 Name:   Landon H. Rowland
                                                 Title:  Chairman, President,
                                                         Chief Executive Officer
                                                         and Director
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints each
of Landon H. Rowland, Danny R. Carpenter or Gwen E. Royle as such person's true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registrations statements
filed pursuant to Rule 462 under the Securities Act, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, and does hereby grant unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed on the 21st day of
October, 2002 by the following persons in the capacities indicated.

Name and Signature                              Capacity
------------------                              --------

/s/  Landon H. Rowland
                                                Chairman, President, Chief
-----------------------------------             Executive Officer and
Landon H. Rowland                               Director

/s/  Danny R. Carpenter
-----------------------------------             Executive Vice President
Danny R. Carpenter

/s/ Daniel P. Connealy
                                                Vice President and Chief
-----------------------------------             Financial Officer
Daniel P. Connealy                              (Principal Financial Officer)

/s/  Gwen E. Royle
                                                Vice President - Legal,
-----------------------------------             Administration and
Gwen E. Royle                                   Human Resources

/s/  Douglas E. Nickerson
                                                Vice President, Controller and
-----------------------------------             Treasurer
Douglas E. Nickerson                            (Principal Accounting Officer)

-----------------------------------             Director
Paul F. Balser
/s/  James E. Barnes
-----------------------------------             Director
James E. Barnes

/s/  Andrew Rudd
-----------------------------------             Director
Andrew Rudd

/s/  Morton J. Sosland
-----------------------------------             Director
Morton J. Sosland

-----------------------------------             Director
Robert Skidelsky
Exhibit Index

Exhibit
Number           Description

4.1              Registrant's Amended and Restated Certificate of Incorporation,
                 filed as Exhibit 3.1.1 to the Registrant's Registration
                 Statement on Form 10, dated June 15, 2000 (Commission File No.
                 001-15253) incorporated herein by reference.

4.2              Registrant's Amended and Restated Bylaws, filed as Exhibit 3.1
                 as Amended to the Registrant's Quarterly Report on Form 10-Q,
                 dated August 14, 2002 (Commission File No. 001-15253)
                 incorporated herein by reference.

4.3              The Janus Capital Management LLC Liquidity Plan, filed as
                 Exhibit 10.1 to the Registrant's Current Report on Form 8-K,
                 dated June 7, 2002 incorporated herein by reference.

5.1*             Opinion of Shearman & Sterling as to the legality of the Common
                 Shares.

23.1*            Consent of PricewaterhouseCoopers LLP, independent auditors of
                 the Registrant.

23.2*            Consent of Shearman & Sterling (contained in Exhibit 5.1).

24.1*            Powers of Attorney (included on signature pages).

---------------------------------
*        Filed herewith.