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 June 30, 2000                      Commission File No. 2-95011


              Wellesley Lease Income Limited Partnership III-D
              ------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)


Massachusetts                                                         04-2850823
--------------------------------------------------------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

77 Franklin Street, 4th Floor, Boston, MA                                  02110
--------------------------------------------------------------------------------
(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


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



                                    INDEX                               Page No.

Part I.   FINANCIAL INFORMATION

          Financial Statements

            Balance Sheets as of June 30, 2000 and December 31, 1999        3

            Statements of Operations
              Quarters Ended June 30, 2000 and 1999 and
              Six Months Ended June 30, 2000 and 1999                       4

            Statements of Cash Flows
              Six Months Ended June 30, 2000 and 1999                       5

            Notes to Financial Statements                               6 - 7

          Management's Discussion and Analysis of Financial
              Condition and Results of Operations                       8 - 9

          Computer Equipment Portfolio                                     10

Part II.  OTHER INFORMATION

          Items 1 - 6                                                      11

          Signature                                                        12

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<PAGE>

<TABLE>
<CAPTION>

                      PART I.  FINANCIAL INFORMATION

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

                                 Balance Sheets

                                     Assets
                                     ------

                                                                    (Unaudited)            (Audited)
                                                                      6/30/00              12/31/99
                                                                  --------------        --------------


<S>                                                               <C>                   <C>

Investment property, at cost (note 3):
  Computer equipment                                              $      571,587        $    1,002,046
    Less accumulated depreciation                                        522,516               793,493
                                                                  --------------        --------------
      Investment property, net                                            49,071               208,553

Cash and cash equivalents                                                272,290               421,949
Rents receivable, net                                                      9,723                 3,701
Accounts receivable - affiliates                                           6,451                51,229
                                                                  --------------        --------------

    Total assets                                                  $      337,535        $      685,432
                                                                  ==============        ==============

                        Liabilities and Partners' Equity
                        --------------------------------

Liabilities:
  Current portion of long-term debt                               $            -        $        3,947
  Accounts payable and accrued expenses-affiliates                         7,147                 8,042
  Accounts payable and accrued expenses                                   29,987                24,170
  Unearned rental revenue                                                      -                 7,188
                                                                  --------------        --------------

    Total liabilities                                                     37,134                43,347
                                                                  --------------        --------------

Partners' equity:
  General Partner:
    Capital contribution                                                   1,000                 1,000
    Cumulative net income                                                682,654               666,718
    Cumulative cash distributions                                       (683,654)             (667,718)
                                                                  --------------        --------------
                                                                               -                     -
                                                                  --------------        --------------

Limited Partners (20,185 units):
    Capital contribution, net of offering costs                        8,987,039             8,987,039
    Cumulative net income                                              4,302,423             4,341,331
    Cumulative cash distributions                                    (12,989,061)          (12,686,285)
                                                                  --------------        --------------
                                                                         300,401               642,085
                                                                  --------------        --------------
    Total partners' equity                                               300,401               642,085
                                                                  --------------        --------------

    Total liabilities and partners' equity                        $      337,535        $      685,432
                                                                  ==============        ==============


                 See accompanying notes to financial statements.


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                            Statements of Operations
               Quarters and Six Months Ended June 30, 2000 and 1999
                                   (Unaudited)



                                                           Quarters Ended              Six Months Ended
                                                               June 30,                     June 30,
                                                       ------------------------     -----------------------
                                                          2000          1999           2000          1999
                                                       ------------------------     -----------------------

<S>                                                    <C>           <C>            <C>           <C>

Revenue:
  Rental income                                        $   24,937    $  175,193     $  100,173    $  437,755
  Interest income                                           3,532         2,301          7,531         5,480
  Warrant income                                                -             -          6,852             -
  Other income                                                  -        16,249              -        16,249
  Net gain on sale of equipment                                 -         8,398              -         9,893
                                                       ----------    ----------     ----------    ----------

      Total revenue                                        28,469       202,141        114,556       419,377
                                                       ----------    ----------     ----------    ----------

Costs and expenses:
  Depreciation                                             45,038       137,205         91,849       302,085
  (Reversal of) provision for doubtful accounts               350        (1,452)           373          (938)
  Interest                                                      -         1,892             43         6,328
  Related party expenses (note 4):
    Management fees                                         2,666        13,480          7,682        31,305
    General and administrative                             22,087        35,967         37,581        77,921
                                                       ----------    ----------     ----------    ----------

      Total costs and expenses                             70,141       187,092        137,528       416,701
                                                       ----------    ----------     ----------    ----------

Net income                                             $  (41,672)   $   15,049     $  (22,972)   $   52,676
                                                       ==========    ==========     ==========    ==========

Net income per Limited Partnership Unit                $    (2.46)   $     0.35     $    (1.93)   $     1.82
                                                       ==========    ==========     ==========    ==========


                 See accompanying notes to financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

                            Statements of Cash Flows
                    Six Months Ended June 30, 2000 and 1999
                                   (Unaudited)



                                                            2000                    1999
                                                       --------------          --------------

<S>                                                    <C>                     <C>

Cash flows from operating activities:
  Net income                                           $      (22,972)         $       52,676
                                                       --------------          --------------

  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation                                             91,849                 302,085
      (Reversal of) provision for doubtful accounts               373                    (938)
      Net gain on sale of equipment                                 -                  (9,893)
      Net decrease (increase) in current assets                38,383                  44,206
      Net increase (decrease) in current liabilities           (2,266)                (45,018)
                                                       --------------          --------------

        Total adjustments                                     128,339                 290,442
                                                       --------------          --------------

        Net cash provided by operating activities             105,367                 343,118
                                                       --------------          --------------

Cash flows from investing activities:
  Proceeds from sales of investment property                   67,633                  30,736
                                                       --------------          --------------

        Net cash provided by investing activities              67,633                  30,736
                                                       --------------          --------------

Cash flows from financing activites:
  Principal payments on long-term debt                         (3,947)               (174,601)
  Cash distributions to partners                             (318,712)               (318,711)
                                                       --------------          --------------

        Net cash used in financing activities                (322,659)               (493,312)
                                                       --------------          --------------

Net (decrease) increase in cash and cash equivalents         (149,659)               (119,458)

Cash and cash equivalents at beginning of period              421,949                 403,150
                                                       --------------          --------------

Cash and cash equivalents at end of period             $      272,290          $      283,692
                                                       ==============          ==============

Supplemental cash flow information:
  Interest paid during the period                      $           43          $        6,328
                                                       ==============          ==============

                 See accompanying notes to financial statements.

</TABLE>

</PAGE>


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

                          Notes to Financial Statements
                    Six Months Ended June 30, 2000 and 1999
                                   (Unaudited)


(1)  Organization and Partnership Matters

The foregoing financial statements of Wellesley Lease Income Limited Partnership
III-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, 1999.

(2)  Summary of 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 June 30, 2000  and  December 31, 1999,
the allowance for doubtful accounts  included in  rents  receivable  was  $1,460
and  $1,087, respectively.

(3)  Investment Property

At June 30, 2000,  the Partnership owned computer equipment  with a  depreciated
cost basis of $49,071.   All  purchases  of  computer  equipment are  subject to
a 3% acquisition fee paid to the General Partner.


</PAGE>

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

                           Notes to Financial Statements

(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 six months ended
June 30 are as follows:



                                      2000             1999
                                      ----             ----

Management fees                    $    7,682       $   31,305
Reimbursable expenses paid             39,001           78,221
                                   ----------       ----------

                                   $   46,683       $  109,526
                                   ==========       ==========

Under the terms of the Partnership Agreement, the General Partner is entitled to
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.


</PAGE>

                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-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 six months ended June 30, 2000 in comparison to the same periods  ended June
30, 1999.

The Partnership realized net income (loss) of  $(41,672)  and  $15,049  for  the
quarters ended June 30, 2000 and  1999,  respectively.  Rental income  decreased
$150,256  or  86%  in 2000.  The decrease is primarily due to a reduction in the
overall size of the  equipment portfolio.  Interest income increased as a result
of  higher  average short-term  investment  balances  held  during  the  current
quarter.

Total costs  and  expenses  decreased  $116,951 or 63% in 2000.  The decrease in
costs and expenses is mainly  due  to  the  $92,167  reduction  in  depreciation
expense during the current quarter in comparison to the same period in 1999. The
decline in depreciation expense is primarily  due to a  portion of the equipment
portfolio becoming fully depreciated.  Management fees decreased  in correlation
to  the decline in rental income.  General and administrative expenses decreased
$13,880 as a result of our cost cutting efforts.

The Partnership  realized net income (loss) of $(22,972) and $52,676 for the six
months ended June 30, 2000 and 1999, respectively.  The $337,582 or 77% decrease
in rental income is  attributed  to  a  net  decrease in the overall size of the
equipment portfolio.  Interest income increased  as  a  result of higher average
short-term investment balances held during the period. During the first quarter,
the Partnership exercised its rights to redeem warrants which resulted in $6,852
of additional income.

Total costs and expenses decreased $279,173 or 67% during the six month periods.
Depreciation expense decreased due to  a  portion  of  the  equipment  portfolio
becoming fully depreciated.  Management fees decreased  between  the  six  month
periods in relation to the decline in rental income.  The  decline  in  interest
expense is due to the payoff of its long-term debt.

The Partnership recorded net income (loss) per  Limited   Partnership   Unit  of
$(2.46) and $0.35  for the quarters ended  June 30, 2000 and 1999, respectively,
and $(1.93) and $1.82 for the six month periods  ended  June 30, 2000, and 1999,
respectively.  The allocation for the six months ended June 30, 2000 includes  a
cost  recovery  allocation  of  profit  and  loss  among the General and Limited
Partners. 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 quarter ended  June 30, 2000, 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 sold.  This  decision  is  made  upon analyzing
which option generates the most favorable result.

</PAGE>

                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
                      (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.   First, lower rates
are obtained on 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.   This decrease however,  should not affect
the  partnerhip's ability to  meet its  future cash requirements.  To the extent
that  future  cash  flows  should  be  insufficient to  meet  the  Partnership's
operating expenses and liabilities, additional funds could  be  obtained through
the sale of equipment, or a reduction in the rate of cash distributions.

The  Partnership's  investing  activities  for  the  six  months  ended  June 30
consisted  of  equipment  sales  with  a  depreciated  cost  basis  of  $84,998,
generating  $58,908 in proceeds.  Included in equipment sales is a  $26,090 loss
which  was  charged  against  the reserve, initially set up in a prior period to
account for estimated  losses  on the ultimate disposition of equipment.

The  Partnership's  activities  also included a paydown on long-term debt during
2000 of $3,947.  The Partnership has paid off all of its long-term debt.

Cash  distributions  are  currently  at  an  annual  level  of  6%  per  Limited
Partnership  Unit, or  $7.50 per  Limited Partnership Unit on a quarterly basis.
For  the  quarter  ended   June  30,  2000,  the  Partnership  declared  a  cash
distribution of $159,356, of which $7,968 was distributed to the General Partner
and  $151,388 was distributed to the Limited Partners.  The distribution will be
made on  August 11, 2000.  The Partnership expects to continue paying at or near
this level in the future.  The effects of inflation have not been significant to
the Partnership and are not expected to have any material impact  in future
periods.

</PAGE>

<PAGE>

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

                    Computer Equipment Portfolio (Unaudited)
                                   June 30, 2000


Lessees

Hughes Aircraft Corporation
J. Walter Thompson, U.S.A., Incorporated
USG Corporation

</PAGE>

                         PART II.  OTHER INFORMATION

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



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

</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 III-D
(Registrant)

By:    Wellesley Leasing Partnership,
       its General Partner

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

Date:  August 9, 2000

By:    Arthur P. Beecher,
       President