COLORADO BONDSHARES A TAX EXEMPT FUND
24F-2NT, 1995-11-28
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                           RULE 24f-2 NOTICE


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:   Registration of Securities Pursuant to Rule 24f-2
      Colorado BondShares - A Tax-Exempt Fund
      1933 Act No. 33-11981
      1940 Act No. 811-5001

Ladies and Gentlemen:

On behalf of the above entitled issuer, I advise you as follows:

      1.    This  Notice is filed for the  fiscal  year  ended September 30,
            1995.

      2.    No  securities  of  the  issuer  have  been  registered   under  the
            Securities  Act of 1933 other than under Rule 24f-2.  All securities
            sold by the issuer have been sold in reliance upon Rule 24f-2.

      3.    The table attached  provides the number of shares sold (exclusive of
            stock  dividends not deemed to be sales),  the aggregate sales price
            of the shares sold,  the number of shares  redeemed,  the  aggregate
            redemption  price and the  aggregate net sales price for each of the
            Issuer's Portfolios for the fiscal year ended September 30, 1995.

      4.    Credit balance on file in account 0000810744 for restricted fees in
            the  amount of  $876.84  based  upon  the  net sales  shown  in  the
            net sales shown in the attached table.

      5.    Also attached  hereto is a legal opinion that all shares sold during
            the fiscal year were legally issued, fully paid, and nonassessable.


Dated: November 28, 1995              Colorado BondShares - A Tax-Exempt Fund


                                      By:----------------------------
                                         Fred R. Kelly, Jr.
                                         President
                                           


<PAGE>


                    COLORADO BONDSHARES - A TAX-EXEMPT FUND
                         FISCAL YEAR SEPTEMBER 30, 1995


 SHARES          AGGREGATE          SHARES        AGGREGATE       AGGREGATE
 SOLD              SALES           REDEEMED       REDEMPTION      NET SALES
- - --------         ---------         --------      -----------     -----------

937,832.309    $8,510,144.00     657,433.308    $5,967,320.94   $2,542,823.06
===========     ============     ===========     ============    ============






                                   KUTAK ROCK
                                 A PARTNERSHIP
                      INCLUDING PROFESSIONAL CORPORATIONS
                                   SUITE 2900
                             717 SEVENTEENTH STREET
                          DENVER, COLORADO 80202-3329


NOVEMBER 28, 1995



U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

      RE:   RULE 24F-2
            SEC File No. 33-11981
            Colorado BondShares - A Tax-Exempt Fund

To Whom It May Concern:

     We  have  reviewed  the  books  and  procedures  of  Colorado  BondShares-A
Tax-Exempt  Fund (the "Fund") and  representations  of the Fund and on the basis
thereof it is our opinion that during the fiscal year ended  September 30, 1995,
937,832.309  shares were issued by the Fund and 657,433.308 shares were redeemed
by the Fund for net sales of $2,542,823.06.  Each of the shares sold was legally
issued, fully paid and non-assessable. The Securities and Exchange Commission is
authorized to use our  representations  made in this letter for any purpose they
deem necessary.

      
                                          Sincerely,



                                          KUTAK ROCK






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