<PAGE> 1
[COLORADO BONDSHARES LETTERHEAD]
RULE 24f-2 NOTICE
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Registration of Securities Pursuant to Rule 24f-2
Colorado BondShares - A Tax-Exempt Fund
1933 Act No. 33-11981
1940 Act No. 81-5001
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,
1997.
2. No securities of the issuer have been registered under the
Securities Act of 1993 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, 1997.
4. A wire transfer in the amount of $3,900.41 representing the
required registration fee of 1/33th of one percent is being
remitted (FED WIRE).
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 26, 1997 Colorado BondShares - A Tax-Exempt Fund
By: /s/ FRED R. KELLY, JR.
------------------------------
Fred R. Kelly, Jr.
President
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COLORADO BONDSHARES - A TAX-EXEMPT FUND
FISCAL YEAR SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Shares Aggregate Shares Aggregate Aggregate
Sold Sales Redeemed Redemption Net Sales
---- ----- -------- ---------- ---------
<S> <C> <C> <C> <C>
1,794,889.007 $16,889,528. 426,981.974 $4,018,181. $12,871,347.
============= ============ =========== =========== ============
</TABLE>
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.B10 Opinion of Kutak Rock
</TABLE>
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KUTAK ROCK
A PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
SUITE 2900
717 SEVENTEENTH STREET
DENVER, CO 80202-3329
November 26, 1997
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, CD 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, 1997,
1,794,889.007 shares were issued by the Fund and 426,981.974 shares were
redeemed by the Fund for net sales of $12,871,347. 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,
/s/ KUTAK ROCK
KUTAK ROCK
