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 Quarter Ended September 30, 1995                Commission File No. 2-89177


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


         Massachusetts                                               04-2819913
(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 12

<PAGE>

<TABLE>
<CAPTION>

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


                                       INDEX                                                                        Page No.

Part I.       FINANCIAL INFORMATION

<S>           <C>                                                                                                   <C>
              Financial Statements

                    Balance Sheets as of September 30, 1995 and December 31, 1994                                        3

                    Statements of Operations For the Quarters Ended
                           September 30, 1995 and 1994 and the Nine Months
                           Ended September 30, 1995 and 1994                                                             4

                    Statements of Cash Flows For the Nine Months Ended
                           September 30, 1995 and 1994                                                                   5

                    Notes to Financial Statements                                                                    6 - 8

              Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                                                       9 - 10

Part II.      OTHER INFORMATION

              Items 1 - 6                                                                                               11

              Signature                                                                                                 12
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         Part I. FINANCIAL INFORMATION

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

                                 Balance Sheets

                                      Assets                                        (Unaudited)                (Audited)
                                                                                      9/30/95                   12/31/94
Investment property, at cost:
<S>                                                                                <C>                        <C>             
   Computer equipment                                                              $            -             $        966,011
     Less accumulated depreciation                                                              -                      924,484
                                                                                                -                      -------
       Investment property, net                                                                 -                       41,527

Cash and cash equivalents                                                                  65,313                      871,445
Marketable securities (notes 2 & 4)                                                       107,523                            -
Rents receivable                                                                                -                        2,946
Accounts receivable - affiliates, net (note 2)                                                  -                            -
                                                                                           ------                        -----

       Total assets                                                                $      172,836             $        915,918
                                                                                   =      =======             =        =======

                        Liabilities and Partners' Equity

Liabilities:
   Accounts payable and accrued expenses - affiliates                              $            -             $         43,219
   Accounts payable and accrued expenses                                                        -                       70,321
   Unearned rental income                                                                       -                        4,769
                                                                                            -----                        -----

       Total liabilities                                                                        -                      118,309
                                                                                            -----                      -------

Partners' equity:
   General Partner:
     Capital contribution                                                                   1,000                        1,000
     Cumulative net income                                                              1,499,773                    1,414,723
     Cumulative cash distributions                                                     (1,500,773)                  (1,442,825)
                                                                                       ----------                   ---------- 
                                                                                                -                      (27,102)
                                                                                            -----                      ------- 

Limited Partners (55,050 units):
   Capital contribution, net of offering costs                                         24,523,033                   24,523,033
   Cumulative net income                                                                4,176,551                    3,715,479
   Cumulative cash distributions                                                      (28,514,801)                 (27,413,801)
                                                                                      -----------                  ----------- 
                                                                                          184,783                      824,711
                                                                                          -------                      -------
   Unrealized losses on marketable securities (note 4)                                    (11,947)                           -
                                                                                          -------                      -------
Total partners' equity                                                                    172,836                      797,609
                                                                                          -------                      -------

Total liabilities and partners' equity                                             $      172,836             $        915,918
                                                                                   =      =======             =        =======
</TABLE>

                See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

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

                            Statements of Operations
                                  (Unaudited)

                                                     Quarters Ended                         Nine Months Ended
                                                      September 30,                           September 30,
                                                      -------------                           -------------
                                                 1995              1994                1995                1994
                                                 ----              ----                ----                ----
Revenue:
<S>                                         <C>               <C>                   <C>                <C>          
   Rental income                            $            -    $      89,609         $     115,886      $     253,791
   Interest income                                     586            2,277                14,927              4,508
   Other income                                          -                -                62,524                  -
   Net gain on sale
     of equipment                                        -            6,549                54,291            162,432
   Recovery of net unsecured
     pre-petition claim (note 5)                   224,397                -               392,692                  -
                                                   -------           ------               -------             ------

Total revenue                                      224,983           98,435               640,320            420,731
                                                   -------           ------               -------            -------

Costs and expenses:
   Depreciation                                          -           32,525                12,056            102,252
   Interest                                              -              354                    43              1,683
   Related party expenses (note 3):
     Management fees                                     -            4,219                 4,658             11,462
     General and administrative                          -           26,388                81,466             79,217
   Net loss on sale of marketable
     securities                                      2,207                -                 2,207                  -
   (Reversal of) provision for
     doubtful accounts                                   -            4,181                (6,232)            (9,201)
                                                     -----            -----                ------             ------ 

Total costs and expenses                             2,207           67,667                94,198            185,413
                                                     -----           ------                ------            -------

Net income                                  $      222,776    $      30,768         $     546,122      $     235,318
                                            =      =======    =      ======         =     =======      =     =======

Net income (loss) per Limited
   Partnership Unit                         $         3.78    $        0.43         $        8.37      $       (3.91)
                                            =         ====    =        ====         =        ====      =       ===== 
</TABLE>

                See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

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

                            Statements of Cash Flows
             For the Nine Months Ended September 30, 1995 and 1994
                                  (Unaudited)

                                                                                             1995                    1994
                                                                                             ----                    ----
Cash flows from operating activities:
<S>                                                                                     <C>                     <C>           
   Net income                                                                           $       546,122         $      235,318
                                                                                        -       -------         -      -------

   Adjustments  to  reconcile  net  income  to net cash  provided  by  operating
     activities:
       Depreciation                                                                              12,056                102,252
       Net gain on sale of equipment                                                            (54,291)              (162,432)
       Net loss on sale of marketable securities                                                  2,207                      -
       Reversal of provision for doubtful accounts                                               (6,232)                (9,201)
       Net (increase) decrease in current assets                                               (190,274)                67,232
       Net decrease in current liabilities                                                     (118,309)              (198,755)
                                                                                               --------               -------- 

         Total adjustments                                                                     (354,843)              (200,904)
                                                                                               --------               -------- 

         Net cash provided by operating activities                                              191,279                 34,414
                                                                                                -------                 ------

Cash flows from investing activities:
   Purchase of investment property                                                                    -                 (1,137)
   Proceeds from sales of marketable securities                                                  77,775                      -
   Proceeds from sales of investment property                                                    83,762                224,345
                                                                                                 ------                -------

         Net cash provided by investing activities                                              161,537                223,208
                                                                                                -------                -------

Cash flows from financing activities:
   Principal payments on notes payable - affiliate                                                    -                (41,424)
   Cash distributions to partners                                                            (1,158,948)              (217,304)
                                                                                             ----------               -------- 

         Net cash used in financing activities                                               (1,158,948)              (258,728)
                                                                                             ----------               -------- 

Net decrease in cash and cash equivalents                                                      (806,132)                (1,106)

Cash and cash equivalents at beginning of period                                                871,445                 43,184
                                                                                                -------                 ------

Cash and cash equivalents at end of period                                              $        65,313         $       42,078
                                                                                        =        ======         =       ======

Supplemental cash flow information:
   Interest paid during the period                                                      $         1,120         $        1,683
                                                                                        =         =====         =        =====
</TABLE>

                See accompanying notes to financial statements.


<PAGE>


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

                         Notes to Financial Statements
             For the Nine Months Ended September 30, 1995 and 1994
                                  (Unaudited)

(1)   Organization and Partnership Matters

The foregoing financial statements of Wellesley Lease Income Limited Partnership
II-D (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, 1994.

In the fourth quarter of 1994, the General  Partner  announced its intentions of
winding down the operations of the Partnership beginning in 1995. As of June 30,
1995, all assets have been sold with the exception of the marketable  securities
and the unsecured  pre-petition claim, and the proceeds have been accumulated to
settle  all  outstanding   liabilities  and  make  a  final  distribution.   The
Partnership  will not be  terminated  until  the  common  stock  in  Continental
Information  Systems Corporation has been liquidated and the sales proceeds have
been distributed to the Partners (see note 5 for further discussion).

(2)   Significant Accounting Policies

Allowance for Doubtful Accounts

The financial statements include an allowance for estimated losses on receivable
balances.  The  allowance  for  doubtful  accounts  is 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, 1995 and December 31, 1994,
the allowance for doubtful accounts included in accounts receivable - affiliates
was $0 and  $246,368,  respectively,  all of which was related to the  unsecured
pre-petition claim.

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 received
by the Partnership in the distributions made December 27, 1994 and July 20, 1995
by the  Trustee  of the  Liquidating  Estate  of CIS  Corporation,  et al  ("the
Trustee"),  with respect to the  outstanding net 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 4).

Reclassifications

Certain prior year financial  statement items have been  reclassified to conform
with the current year's financial statement presentation.


<PAGE>


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

                         Notes to Financial Statements
                                  (Unaudited)

(3)   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 quarters  ended
September 30, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>

                                                     1995              1994
                                                     ----              ----

<S>                                              <C>               <C>           
Management fees                                  $       4,658     $       11,462
Reimbursable expenses paid                              49,989             65,487
                                                        ------             ------

                                                 $      54,647     $       76,949
                                                 =      ======     =       ======
</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.  Also,  the  Partnership
reimburses the General Partner and its affiliates for certain expenses  incurred
by them in connection with the operation of the Partnership.

(4)   Fair Values of Financial Instruments

Pursuant to Statement of Financial  Accounting  Standards  No. 115 ("SFAS 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.  At  September  30,  1995  the
difference  between the fair value and the original cost of these  securities is
an unrealized loss of $11,947.

The fair value is based on currently  quoted market prices.  The carrying amount
and estimated  fair value of the  Partnership's  marketable  securities  for the
quarters ended September 30, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                                                                1995                          1994
                                                                                ----                          ----
                                                                       Carrying       Fair          Carrying           Fair
                                                                       Amount         Value         Amount             Value

Investment in Continental Information
     <S>                                                               <C>            <C>           <C>                <C>       
     Systems Corporation Stock                                         $119,470       $107,523      $       -          $        -
                                                                       ========       ========      =========          ==========

</TABLE>


<PAGE>


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

                         Notes to Financial Statements
                                  (Unaudited)

As was discussed in note 2,  Marketable  Securities,  the  Partnership  received
stock in Continental Information Systems Corporation as part of the December 27,
1994 and July 20,  1995  distributions  from the  Trustee,  with  respect to the
outstanding net unsecured pre-petition claim. The receivables comprising the net
unsecured  pre-petition  claim 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.

(5)   Bankruptcy of Continental Information Systems Corporation

As was  discussed in the Form 10-Q for the quarter  ended June 30, 1995,  note 4
Subsequent  Events,  the Partnership  received the second and final distribution
from the Trustee,  with respect to the net  unsecured  pre-petition  claim.  The
distribution  consisted of cash proceeds of $193,239 and 12,463 shares of common
stock in Continental  Information  Systems  Corporation with a carrying value of
$31,158.  Following the Trustee's second  distribution,  the  Partnership's  net
unsecured  pre-petition claim has been settled as of July 20, 1995 and there are
no other outstanding receivable balances.



<PAGE>


                WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-D
                     (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 months ended  September  30, 1995 in  comparison to the same periods in
1994.

The  Partnership  realized  net income of $222,776  and $30,768 for the quarters
ended September 30, 1995 and 1994, respectively.  Interest income decreased as a
result of lower average short-term investment balances.  The recovery of the net
unsecured pre-petition claim was the result of the second and final distribution
from the Trustee of the  Liquidating  Estate of CIS  Corporation,  et al,  ("the
Trustee"), with respect to the outstanding claim balance.

Total  costs  and  expenses  decreased  97% in  1995  due  to the  Partnership's
discontinued  operations as of September 30, 1995. The  Partnership  was able to
sell a portion  of its  marketable  securities  during  the  current  quarter in
accordance with the Securities and Exchange Commission restrictions, realizing a
net loss of $2,207.

The  Partnership  realized net income of $546,122 and $235,318 and rental income
of $115,886 and $253,791 for the nine months ended  September 30, 1995 and 1994,
respectively.  Rental income decreased  $137,905 between the nine month periods.
The decrease in rental income is primarily due to the continued  decrease of the
equipment  portfolio.  Interest  income  increased as a result of higher average
short-term investment balances.  Other income has increased from 1994 due to the
result of the reduction of overstated liabilities recorded in prior periods. The
large  1994  net  gain on sale  of  equipment  is due to  significant  sales  of
equipment  carrying  low net book  values  in the  first  quarter  of 1994.  The
recovery  of the net  unsecured  pre-petition  claim was the result of the third
quarter of 1995 receipt of the Trustee's July 20, 1995 final  distribution along
with the second quarter of 1995 establishment of the carrying value of the stock
received in the December 27, 1994.

Total costs and expenses  decreased  $91,215 or 49% during the first nine months
of 1995  primarily  as a result  of  lower  depreciation  expense.  Depreciation
expense  decreased due to a large portion of the  equipment  portfolio  becoming
fully  depreciated  and the sale of the  equipment  portfolio.  Management  fees
expense  decreased  in relation to the decline in rental  income.  As  mentioned
above,  the net loss on sale of marketable  securities in the current quarter is
due to the sale of stock having a fair value less than the carrying value.

During the quarter and nine months ended  September  30, 1995,  the  Partnership
recorded  net  income  per  Limited   Partnership   Unit  of  $3.78  and  $8.37,
respectively.



<PAGE>


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

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

Liquidity and Capital Resources

During the fourth quarter of 1994, the General Partner  announced its intentions
of winding down the operations of the Partnership  beginning in 1995. As of June
30, 1995,  substantially all of the assets have been liquidated and the proceeds
have been  accumulated to settle all  outstanding  liabilities  and make a final
distribution.  As  discussed  in note 5 Bankruptcy  of  Continental  Information
Systems Corporation,  the Partnership received the second and final distribution
from  the  Trustee,  with  respect  to the  unsecured  pre-petition  claim.  The
distribution  consisted of cash proceeds of $193,239 and 12,463 shares of common
stock in Continental  Information  Systems  Corporation with a carrying value of
$31,158.   Following  the  Trustee's  second  distribution,   the  Partnership's
unsecured  pre-petition claim has been settled as of July 20, 1995 and there are
no other outstanding receivable balances.

The stock  cannot be sold  immediately  by the  Partnership  due to  limitations
imposed by the Securities Exchange Act of 1933 (the "Exchange Act"). Because TLP
Leasing Programs, Inc., one of the Corporate General Partners, is a wholly-owned
subsidiary  of  Continental   Information  Systems  Corporation   ("CIS"),   the
Partnership is considered an "Affiliate" of CIS.  Accordingly,  in order for the
Partnership  to  sell  the  shares,   the  Partnership   must  comply  with  the
restrictions  imposed  by  Rule  144 of the  Exchange  Act.  In  doing  so,  the
Partnership  anticipates  selling the stock and distributing the proceeds to the
investors in the form of a final distribution by the end of 1995.

The Partnership's  investing activities for the nine months resulted in the sale
of its entire  equipment  portfolio  with a cost basis of  $966,011,  generating
$83,762 in proceeds.  Also  associated  with the equipment sales were $39,114 of
loss charge offs  against the  reserve,  initially  set up in prior  periods for
estimated  losses on the ultimate  disposition of equipment.  The  Partnership's
investing activities also resulted in the sale of marketable securities,  with a
cost basis of $79,982, generating $77,775 in proceeds.

Cash  distributions  are  currently  at  an  annual  level  of  1%  per  Limited
Partnership  Unit, or $1.25 per Limited  Partnership  Unit on a quarterly basis.
For the quarter  ended  September  30,  1995,  the  Partnership  declared a cash
distribution of $72,434,  of which $3,622 was allocated to the General  Partners
and $68,813 was allocated to the Limited Partners. The distribution will be made
on November 28, 1995. As discussed  above,  the Partnership is accumulating  its
cash in anticipation of a final distribution.  The effects of inflation have not
been  significant to the  Partnership  and are not expected to have any material
impact in future periods.



<PAGE>

<TABLE>
<CAPTION>

                           PART II. OTHER INFORMATION

                WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-D
                     (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>


                                   SIGNATURE

Pursuant  to the  requirements  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-D
(Registrant)

By:  Wellesley Leasing Partnership,
its General Partner

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


By:  Arthur P. Beecher,
     President


Date:  November 14, 1995
      -------------------