UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM 10-Q
                   Quarterly Report Under Section 13 or 15(d)
              of the United States Securities Exchange Act of 1934

                             -----------------------


For The Quarter Ended September 30, 1996             Commission File No. 2-89177


                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
             (Exact name of registrant as specified in its charter)


         Massachusetts                                                04-2819906
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


    One Financial Center, 21st Floor, Boston, MA                           02111
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code                (617) 482-8000

                          ----------------------------


                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                  Yes X No ___

                             There are no Exhibits.

                                  Page 1 of 14

<PAGE>

<TABLE>
<CAPTION>

                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)




<S>           <C>                                                                                          <C>
                               INDEX                                                                       Page No.

Part I.       FINANCIAL INFORMATION

              Financial Statements

                   Balance Sheets as of September 30, 1996 and December 31, 1995                           3

                   Statements of Operations For the Quarters Ended
                         September 30, 1996 and 1995 and For the Nine Months Ended
                         September 30, 1996 and 1995                                                       4

                   Statements of Cash Flows For the Nine Months Ended
                         September 30, 1996 and 1995                                                       5

                   Notes to Financial Statements                                                           6 - 8

              Management's Discussion and Analysis of Financial Condition
                   and Results of Operations                                                               9 - 11

              Computer Equipment Portfolio                                                                 12

Part II.      OTHER INFORMATION

              Items 1 - 6                                                                                  13

              Signature                                                                                    14
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION

                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                                 Balance Sheets

                                      Assets                                        (Unaudited)            (Audited)
                                                                                      9/30/96               12/31/95
                                                                                 ----------------       ----------------
<S>                                                                              <C>                    <C>             
Investment property, at cost (note 3):
   Computer equipment                                                            $        817,877       $      1,322,322
     Less accumulated depreciation                                                        812,955              1,276,970
                                                                                 ----------------       ----------------
       Investment property, net                                                             4,922                 45,352

Cash and cash equivalents                                                                 134,381                290,241
Marketable securities (notes 2 and 5)                                                           -                 98,143
Rents receivable, net (note 2)                                                             11,500                 43,205
Accounts receivable - affiliates, net (notes 2,4 and 6)                                         -                  3,450
                                                                                 ----------------       ----------------

     Total assets                                                                $        150,803       $        480,391
                                                                                 ================       ================

                        Liabilities and Partners' Equity
Liabilities:
   Accounts payable and accrued expenses - affiliates (note 4)                   $          6,637       $         10,938
   Accounts payable and accrued expenses                                                   31,666                 24,758
                                                                                 ----------------       ----------------

     Total liabilities                                                                     38,303                 35,696
                                                                                 ----------------       ----------------

Partners' equity:
   General Partner:
     Capital contribution                                                                   1,000                  1,000
     Cumulative net income                                                                795,827                772,640
     Cumulative cash distributions                                                       (796,827)              (773,467)
     Unrealized losses on marketable securities (note 5)                                        -                   (173)
                                                                                 ----------------       ----------------
                                                                                                -                      -
                                                                                 ----------------       ----------------
   Limited Partners (25,363 units):
     Capital contribution, net of offering costs                                       11,298,475             11,298,475
     Cumulative net income                                                              3,953,960              3,859,448
     Cumulative cash distributions                                                    (15,139,935)           (14,696,082)
     Unrealized losses on marketable securities (note 5)                                        -                (17,146)
                                                                                 ----------------       ----------------
                                                                                          112,500                444,695
                                                                                 ----------------       ----------------
     Total partners' equity                                                               112,500                444,695
                                                                                 ----------------       ----------------

     Total liabilities and partners' equity                                      $        150,803       $        480,391
                                                                                 ================       ================
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                            Statements of Operations
                                   (Unaudited)

                                                     Quarters Ended                         Nine Months Ended
                                                      September 30,                           September 30,
                                            -------------------------------        ---------------------------------
                                                 1996              1995                1996                1995
                                            -------------------------------        ---------------------------------

<S>                                         <C>                <C>                  <C>                 <C>         
Revenue:
   Rental income                            $     14,228       $     89,721         $    113,247        $    286,750
   Interest income                                 1,880              5,511                7,811              19,650
   Net gain on sale
     of equipment                                  5,663                573               99,713              45,847
   Recovery of net unsecured
     pre-petition claim (note 6)                   8,974            150,631               34,371             249,479
                                            ------------       ------------         ------------        ------------

       Total revenue                              30,745            246,436              255,142             601,726
                                            ------------       ------------         ------------        ------------

Costs and expenses:
   Depreciation                                        -             33,962               27,321             108,862
   Provision for (reversal of)
     doubtful accounts                             1,786                  -                2,165             (48,160)
   Interest                                            -                132                    -               1,984
   Related party expenses (note 4):
     Management fees                               3,331              4,737               14,033              22,957
     General and administrative                   23,410             16,083               59,128              51,113
   Net loss on sale of
     marketable securities                         8,160                  -               34,796                   -
                                            ------------       ------------         ------------        ------------

       Total costs and expenses                   36,687             54,914              137,443             136,756
                                            ------------       ------------         ------------        ------------

Net (loss) income                           $     (5,942)      $    191,522         $    117,699        $    464,970
                                            ============       ============         ============        ============

Net (loss) income per Limited
   Partnership Unit                         $      (0.50)      $       7.22         $       3.72        $      16.04
                                            ============       ============         ============        ============
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                            Statements of Cash Flows
              For the Nine Months Ended September 30, 1996 and 1995
                                   (Unaudited)

                                                                                           1996                      1995
                                                                                           ----                      ----

<S>                                                                                    <C>                      <C>          
Cash flows from operating activities:
   Net income                                                                          $    117,699             $     464,970
                                                                                       ------------             -------------

   Adjustments  to  reconcile  net  income  to net
     cash  provided  by  operating activities:
       Depreciation                                                                          27,321                   108,862
       Provision for doubtful accounts                                                        2,165                   (48,160)
       Net gain on sale of equipment                                                        (99,713)                  (45,847)
       Net loss on sale of marketable securities                                             34,796                         -
       Net decrease (increase) in current assets                                             32,990                   (14,526)
       Net increase (decrease) in current liabilities                                         2,607                   (64,777)
                                                                                       ------------             -------------

         Total adjustments                                                                      166                   (64,448)
                                                                                       ------------             -------------

         Net cash provided by operating activities                                          117,865                   400,522
                                                                                       ------------             -------------

Cash flows from investing activities:
   Proceeds from sales of investment property                                               112,822                    52,947
   Proceeds from sale of marketable securities                                               80,666                         -
                                                                                       ------------             -------------

         Net cash provided by investing activities                                          193,488                    52,947
                                                                                       ------------             -------------

Cash flows from financing activities:
   Principal payments on long-term debt                                                           -                   (58,821)
   Cash distributions to partners                                                          (467,213)                 (558,986)
                                                                                       ------------             -------------

         Net cash used in financing activities                                             (467,213)                 (617,807)
                                                                                       ------------             -------------

Net decrease in cash and cash equivalents                                                  (155,860)                 (164,338)

Cash and cash equivalents at beginning of period                                            290,241                   571,038
                                                                                       ------------             -------------

Cash and cash equivalents at end of period                                             $    134,381             $     406,700
                                                                                       ============             =============

Supplemental cash flow information:
   Interest paid during the period                                                     $          -             $       3,061
                                                                                       ============             =============
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                          Notes to Financial Statements
       For the Nine Months Ended September 30, 1996 and September 30, 1995
                                   (Unaudited)

(1)   Organization and Partnership Matters

The foregoing financial statements of Wellesley Lease Income Limited Partnership
II-B (the  "Partnership")  have been prepared in  accordance  with the rules and
regulations of the Securities and Exchange  Commission for Form 10-Q and reflect
all  adjustments  which are, in the opinion of management,  necessary for a fair
presentation of the results for the interim periods presented.  Pursuant to such
rules and  regulations,  certain note  disclosures  which are normally  required
under  generally  accepted  accounting  principles  have  been  omitted.  It  is
recommended  that these  financial  statements be read in  conjunction  with the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1995.

(2)   Significant Accounting Policies

Allowance for Doubtful Accounts

The financial  statements  include allowances for estimated losses on receivable
balances.  The  allowances  for  doubtful  accounts  are based on past write off
experience  and an evaluation  of potential  uncollectible  accounts  within the
current  receivable  balances.  Receivable  balances  which are determined to be
uncollectible  are charged against the allowance and subsequent  recoveries,  if
any, are credited to the allowance. At September 30, 1996 and December 31, 1995,
the allowance for doubtful accounts included in rents receivable was $18,117 and
$15,952,  respectively.  The  allowance for doubtful  accounts - affiliates  was
$22,385 and $56,756 at September  30, 1996 and December 31, 1995,  respectively,
both of which pertained to the unsecured pre-petition claim balance.

Marketable Securities

The marketable securities are stated at fair value at the balance sheet date and
consist of common stock in Continental  Information Systems Corporation ("CISC")
received by the  Partnership in the  distributions  made December 27, 1994, July
20, 1995 and October  20, 1995 by the Trustee of the  Liquidating  Estate of CIS
Corporation,  et al ("the Trustee"),  with respect to the outstanding  unsecured
pre-petition  claim. During the second quarter of 1995, the stock began trading,
thereby  providing  an objective  valuation  measure for  establishing  the cost
basis.  Unrealized  gains and losses are recorded  directly in partners'  equity
except those gains and losses that are deemed to be other than temporary,  which
would be reflected in income or loss (see note 5).

(3)   Investment Property

At September 30, 1996,  the  Partnership  owned  computer  equipment with a cost
basis of $251,073, subject to existing leases and equipment with a cost basis of
$566,804 in  inventory,  awaiting  re-lease or sale.  All  purchases of computer
equipment are subject to a 3% acquisition fee paid to the General Partner.


<PAGE>


                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                          Notes to Financial Statements
       For the Nine Months Ended September 30, 1996 and September 30, 1995
                                   (Unaudited)

(4)   Related Party Transactions

Fees,  commissions  and other expenses paid or accrued by the Partnership to the
General  Partner or affiliates of the General  Partner for the nine months ended
September 30, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                                      1996              1995
                                                      ----              ----

<S>                                               <C>                <C>         
Management fees                                   $     14,033       $     22,957
Reimbursable expenses paid                              57,002             48,146
                                                  ------------       ------------

                                                  $     71,035       $     71,103
                                                  ============       ============
</TABLE>

Under the terms of the Partnership Agreement, the General Partner is entitled to
an equipment acquisition fee of 3% of the purchase price paid by the Partnership
for the  equipment.  The General  Partner is also  entitled to a management  fee
equal to 7% of the monthly rental billings collected. The Partnership reimburses
the General Partner and its affiliates for certain expenses  incurred by them in
connection with the operation of the Partnership.

(5)   Fair Values of Financial Instruments

Pursuant to Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity  Securities," which requires  investments
in debt and equity  securities  other than those  accounted for under the equity
method  to be  carried  at fair  value or  amortized  cost  for debt  securities
expected to be held to maturity,  the Partnership has classified its investments
in equity  securities as available  for sale.  Accordingly,  the net  unrealized
gains and losses computed in marking these  securities to market are reported as
a component of partners' equity.

The fair value is based on currently  quoted market  prices.  The cost basis and
estimated fair value of the Partnership's marketable securities at September 30,
1996 and December 31, 1995, respectively, are as follows:

<TABLE>
<CAPTION>
                                                                  September 30, 1996            December 31, 1995
                                                               -------------------------    ------------------------

                                                               Cost           Fair          Cost            Fair
                                                               Basis          Value         Basis           Value


<S>                                                            <C>            <C>           <C>             <C>     
Investment in Continental Information
     Systems Corporation Stock                                 $         -   $         -   $115,462         $ 98,143
                                                               ===========   ===========   ========         ========
</TABLE>



<PAGE>


                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                          Notes to Financial Statements
       For the Nine Months Ended September 30, 1996 and September 30, 1995
                                   (Unaudited)

As was discussed in note 2,  Marketable  Securities,  the  Partnership  received
stock in CISC as part of the December  27,  1994,  July 20, 1995 and October 20,
1995 distributions from the Trustee,  with respect to the outstanding  unsecured
pre-petition  claim,  which had been fully  reserved  during prior years;  thus,
during the second  quarter of 1995 when the stock began  actively  trading,  the
carrying  amount  for the stock  was  established  to be $2.50  per share  which
approximated fair value at June 30, 1995.

(6)   Bankruptcy of Continental Information Systems Corporation

On  January  19,  1996,  April 19,  1996 and July 19,  1996,  respectively,  the
Partnership  received the fourth, fifth and sixth distributions from the Trustee
of the Liquidating Estate, et al ("the Trustee"),  with respect to the unsecured
pre-petition claim. The fourth, fifth and sixth distributions  consisted of cash
proceeds of $8,795,  $16,602 and $8,544,  respectively.  The sixth  distribution
also included 172 shares of common stock in CISC.  Following the Trustee's sixth
distribution,  the  Partnership  has a remaining  unsecured  pre-petition  claim
balance of $22,385 as of September 30, 1996 (see note 7).

(7)   Subsequent Events

On October 21, 1996, the Partnership  received the seventh distribution from the
Trustee with  respect to the  unsecured  pre-petition  claim.  The  distribution
consisted  of  cash  proceeds  of  $11,971.   Following  the  Trustee's  seventh
distribution,  the  Partnership  has a remaining  unsecured  pre-petition  claim
balance of $10,414 as of October 21, 1996. The General Partner  anticipates that
the Trustee will make future  distributions on the remaining  outstanding  claim
balance,  although  it is not  possible  at this time to  determine  when  these
distributions will be made.



<PAGE>


                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                   (Unaudited)

Results of Operations

The following discussion relates to the Partnership's operations for the quarter
and nine month periods ended  September 30, 1996 compared to the same periods in
1995.

The Partnership realized a net loss of $5,942 and net income of $191,522 for the
quarters  ended  September  30,  1996  and  1995,  respectively.  Rental  income
decreased  $75,493  or 84%  primarily  due to lower  rental  rates  obtained  on
equipment lease  extensions and  remarketings  resulting after the initial lease
term  expires  and  due to a  decrease  in the  overall  size  of the  equipment
portfolio.  Interest  income  decreased as a result of lower average  short-term
investment balances held during the current quarter. The increase in net gain on
sale of  equipment  between  1995 and 1996 can be  attributed  to an increase in
equipment sales. The recovery of the unsecured  pre-petition claim of $8,974 for
the  quarter  ended  September  30,  1996 was the  result of the  receipt of the
Trustee's  sixth  distribution  on the  fully  reserved  unsecured  pre-petition
receivable (for further discussion refer to note 6 to the financial statements).

Total costs and expenses  decreased  $18,227 or 33% during the current  quarter.
Depreciation  expense decreased due to a large portion of the equipment becoming
fully  depreciated.  Included in  depreciation  expense  for the  quarter  ended
September  30,  1996 is a reversal of a provision  for  estimated  losses on the
ultimate  disposition  of  equipment.  During  the third  quarter  of 1996,  the
Partnership   recognized  a  provision  for  doubtful  accounts  of  $1,786  for
delinquent  rents  receivable.  Management  fees  decreased  as a result  of the
decline in rental income.  However,  because management fees paid are a function
of rental receipts received,  the large reversal of rental income of $39,975, as
discussed  above,  had  no  impact  on  management  fee  expense.   General  and
administrative  expenses  increased  $7,327  or 46%  due to an  increase  in the
allocable salaries of the partnership  accounting and reporting personnel of the
General Partner during the current  quarter.  The net loss on sale of marketable
securities  reflects the current  quarter  sale of stock that had been  received
from the Trustee.



<PAGE>


                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                   (Unaudited)

The Partnership realized net income of $117,699 and $464,970 for the nine months
ended September 30, 1996 and 1995, respectively. The Partnership realized rental
income of $113,247 and $286,750 for the nine months ended September 30, 1996 and
1995, respectively.  As discussed above in the quarter analysis, the decrease in
rental  income can be attributed to the re-lease of equipment at lower rates and
the  overall  decrease  in the  equipment  portfolio.  Another  reason  for  the
significant  decrease in rental  income can be  attributed  to  equipment  being
returned to inventory that was previously on lease to Time Warner, Incorporated.
The equipment  was returned to inventory on January 31, 1996,  causing a $39,975
adjustment  to rental  income for the nine  months  ended  September  30,  1996.
Interest  income  decreased  between  1995  and 1996  due to the  lower  average
short-term  investment  balances held during the first nine months of 1996.  The
increase  in net  gain  on  sale of  equipment  between  1995  and  1996  can be
attributed to an increase in equipment  sales, as stated above.  The recovery of
the  unsecured  pre-petition  claim of $34,371 and  $249,479 for the nine months
ended September 30, 1996 and 1995,  respectively,  was the result of the receipt
of the Trustee's  distributions  on the fully  reserved  unsecured  pre-petition
receivable (for further discussion refer to note 6 to the financial statements).

Total costs and expenses increased  slightly between the nine month periods.  As
discussed in the quarter analysis above,  depreciation expense decreased $81,541
or 75% between 1996 and 1995 due to a large portion of the  equipment  portfolio
becoming fully depreciated and due to the overall reduction of the Partnership's
equipment portfolio. Another reason for the decrease in depreciation expense can
be  attributed  to the  reversal  of a  provision  for  estimated  losses on the
ultimate disposition of equipment. The provision for doubtful accounts increased
in  the  current  year  due  to an  increase  in  delinquent  rents  receivable.
Management  fees  decreased  due to the  decline in rental  income.  General and
administrative  expenses  increased  $8,015  or 16%  due to an  increase  in the
allocable salaries of the partnership  accounting and reporting personnel of the
General  Partner during the current  period.  The net loss on sale of marketable
securities  reflects  the second and third  quarter  sale of stock that had been
received from the Trustee.

The  Partnership had a net loss and net income per Limited  Partnership  Unit of
$0.50  and  $7.22  for  the  quarters   ended   September  30,  1996  and  1995,
respectively,  and net  income of $3.72 and  $16.04  for the nine  months  ended
September 30, 1996 and 1995,  respectively.  The  allocation for the nine months
ended September 30, 1996 includes a cost recovery  allocation of profit and loss
among the General and Limited  Partners  which  results in an  allocation of net
loss to the Limited  Partners in the first,  second and third  quarters of 1996.
This  cost  recovery   allocation  is  required  to  maintain  capital  accounts
consistent with the  distribution  provisions of the Partnership  Agreement.  In
certain  periods,  the  cost  recovery  of  profit  and loss  may  result  in an
allocation  of  net  loss  to  the  Limited   Partners  in  instances  when  the
Partnership's operations were profitable for the period.

Liquidity and Capital Resources

For the nine months ended  September 30, 1996,  rental  revenue  generated  from
operating  leases and sales proceeds  generated  from  equipment  sales were the
primary sources of funds for the Partnership. As equipment leases terminate, the
General Partner determines if the equipment will be extended to the same lessee,
remarketed to another lessee, or if it is less marketable, sold.  This  decision
is made upon  analyzing which option would  generate the most favorable results.


<PAGE>


                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                   (Unaudited)

Rental income will continue to decrease due to two factors.  The first factor is
the lower rate obtained due to the  remarketing  of existing  equipment upon the
expiration of the original lease.  Typically the remarketed  rates are lower due
to the decrease in useful life of the equipment.  Second,  the increasing change
of technology in the computer  industry  usually  decreases the demand for older
equipment,  thus  increasing  the  possibility  of  obsolescence.  Both of these
factors together will cause remarketed rates to be lower than original rates and
will cause certain leases to terminate upon  expiration.  Future rental revenues
amount to $18,552 and are to be received during the current year.

During the fourth quarter of 1995, the General Partner  announced its intentions
of winding  down the  operations  of the  Partnership.  It is  anticipated  that
substantially all of the assets will be liquidated and the proceeds will be used
to settle all outstanding liabilities and make a final distribution during early
in 1997. The Partnership will not be terminated until the unsecured pre-petition
claim against CIS Corporation has been settled and any stock received, sold.

The Partnership's  investing  activities for the current nine months resulted in
sales of fully depreciated equipment, generating $112,822 in sales proceeds. The
Partnership  has no  material  capital  expenditure  commitments  and  will  not
purchase  equipment in the future as the  Partnership has reached the end of its
reinvestment  period  and has  announced  its  intentions  of  winding  down the
operations of the  Partnership.  The Partnership also sold 46,185 shares of CISC
stock  having a cost basis of  $115,462,  generating  net sale  proceeds  in the
amount of $80,666.

Cash  distributions  are  currently  at  an  annual  level  of  2%  per  Limited
Partnership  Unit, or $2.50 per Limited  Partnership  Unit on a quarterly basis.
For the quarter  ended  September  30,  1996,  the  Partnership  declared a cash
distribution of $66,745, of which $3,337 is allocated to the General Partner and
$63,408 is allocated to the Limited  Partners.  The distribution will be made on
November 27, 1996. The Partnership expects  distributions to be more volatile as
its  operations  are  winding  down.  The  effects  of  inflation  have not been
significant to the  Partnership and are not expected to have any material impact
in future periods.

On  January 9, 1996,  TLP  Holding  LLC  purchased  all the common  stock of TLP
Leasing  Programs,  Inc.  from CMI Holding Co.  Under the new  ownership,  it is
expected  that TLP Leasing  Programs,  Inc. will continue to operate in the same
manner of business as it has in the past.


<PAGE>


                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)

                    Computer Equipment Portfolio (Unaudited)
                               September 30, 1996

Lessee

Allied Signal Corporation
FAX International, Incorporated
Lamson & Sessions, Incorporated

<TABLE>
<CAPTION>

Equipment Description                       Acquisition Price

<S>                                          <C>             
Computer Peripherals                         $        523,441
Processors & Upgrades                                   4,089
Telecommunications                                     36,805
Other                                                 253,542
                                             ----------------

                                             $        817,877
                                             ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                           PART II. OTHER INFORMATION

                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (A Massachusetts Limited Partnership)


<S>            <C>
Item 1.        Legal Proceedings
               Response:  None

Item 2.        Changes in the Rights of the Partnership's Security Holders
               Response:  None

Item 3.        Defaults by the Partnership on its Senior Securities
               Response:  None

Item 4.        Results of Votes of Security Holders
               Response:  None

Item 5.        Other Information
               Response:  None

Item 6.        Exhibits and Reports on Form 8-K
               Response:

               A.  None

               B.  None
</TABLE>



<PAGE>


                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
(Registrant)

By:   Wellesley Leasing Partnership,
      its General Partner

By:   TLP Leasing Programs, Inc.,
      one of its Corporate General Partners


Date: November 14, 1996

By:   Arthur P. Beecher,
      President