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, 1999                 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 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 13

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<TABLE>
<CAPTION>

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


                 INDEX                                                                              Page No.

Part I.    FINANCIAL INFORMATION

<S>           <C>                                                                                   <C>
              Financial Statements

                    Balance Sheets as of September 30, 1999 and December 31, 1998                   3

                    Statements of Operations
                          Quarters Ended September 30, 1999 and 1998 and
                          Six Months Ended September 30, 1999 and 1998                              4

                    Statements of Cash Flows
                          Six Months Ended September 30, 1999 and 1998                              5

                    Notes to Financial Statements                                                   6 - 7

              Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                                       8 - 10

              Computer Equipment Portfolio                                                          11

Part II.      OTHER INFORMATION

              Items 1 - 6                                                                           12

              Signature                                                                             13
</TABLE>



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<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION

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

                                 Balance Sheets

                                      Assets                                       (Unaudited)              (Audited)
                                                                                     9/30/99                 12/31/98
                                                                                 ----------------        ----------------
<S>                                                                              <C>                     <C>
Investment property, at cost (note 3):
   Computer equipment                                                            $      2,550,722        $      3,589,735
     Less accumulated depreciation                                                      2,011,523               2,575,703
                                                                                 ----------------        ----------------
       Investment property, net                                                           539,199               1,014,032

Cash and cash equivalents                                                                 360,849                 403,150
Rents receivable, net (note 2)                                                              3,329                   5,483
Accounts receivable - affiliates                                                           40,134                  48,059
Other assets                                                                                    -                   6,917
                                                                                 ----------------        ----------------

     Total assets                                                                $        943,511        $      1,477,641
                                                                                 ================        ================

                        Liabilities and Partners' Equity
Liabilities:
   Current portion of long-term debt (note 5)                                    $         14,937        $        225,770
   Accounts payable and accrued expenses - affiliates (note 4)                             16,115                  23,637
   Accounts payable and accrued expenses                                                  100,657                  52,371
   Unearned rental revenue                                                                 14,429                  31,655
   Long-term debt, less current portion (note 5)                                                -                   3,947
                                                                                 ----------------        ----------------

     Total liabilities                                                                    146,138                 337,380
                                                                                 ----------------        ----------------

Partners' equity:
   General Partner:
     Capital contribution                                                                   1,000                   1,000
     Cumulative net income                                                                658,750                 637,502
     Cumulative cash distributions                                                       (659,750)               (638,502)
                                                                                 ----------------        ----------------
                                                                                                -                       -
                                                                                 ----------------        ----------------
   Limited Partners (20,185 units):
     Capital contribution, net of offering costs                                        8,987,039               8,987,039
     Cumulative net income                                                              4,345,232               4,284,420
     Cumulative cash distributions                                                    (12,534,898)            (12,131,198)
                                                                                 ----------------        ----------------
                                                                                          797,373               1,140,261
                                                                                 ----------------        ----------------
     Total partners' equity                                                               797,373               1,140,261
                                                                                 ----------------        ----------------

     Total liabilities and partners' equity                                      $        943,511        $      1,477,641
                                                                                 ================        ================

                 See accompanying notes to financial statements.

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<TABLE>
<CAPTION>

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

                            Statements of Operations
                                   (Unaudited)

                                                   Quarters Ended                                  Nine Months Ended
                                                    September 30,                                    September 30,
                                           ---------------------------------              -----------------------------------
                                                 1999              1998                          1999              1998
                                           ---------------------------------              -----------------------------------

<S>                                        <C>                 <C>                        <C>                 <C>
Revenue:
   Rental income                           $       190,523     $     346,265              $       628,278     $     1,277,961
   Interest income                                   2,446             3,066                        7,926               8,970
   Other income                                          -                 -                       16,249                   -
   Net gain on sale
     of equipment                                   15,170               850                       25,063              28,233
                                           ---------------     -------------              ---------------     ---------------

       Total revenue                               208,139           350,181                      677,516           1,315,164
                                           ---------------     -------------              ---------------     ---------------

Costs and expenses:
   Depreciation                                    118,656           182,200                      420,741             642,943
   (Reversal of) provision for
     doubtful accounts                                   -             1,727                         (938)             (1,272)
   Interest                                            700            10,636                        7,029              43,763
   Related party expenses (note 4):
     Management fees                                16,639            23,889                       47,943              92,262
     General and administrative                     42,760            55,671                      120,682             167,078
                                           ---------------     -------------              ---------------     ---------------

       Total costs and expenses                    178,756           274,123                      595,457             944,774
                                           ---------------     -------------              ---------------     ---------------

Net income                                 $        29,383     $      76,058              $        82,059     $       370,390
                                           ===============     =============              ===============     ===============

Net income per Limited
   Partnership Unit                        $          1.19     $        3.37              $          3.01     $         17.17
                                           ===============     =============              ===============     ===============

                 See accompanying notes to financial statements.
</TABLE>


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<TABLE>
<CAPTION>

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

                            Statements of Cash Flows
                  Nine Months Ended September 30, 1999 and 1998
                                   (Unaudited)

                                                                                          1999                       1998
                                                                                     --------------           ---------------

<S>                                                                                  <C>                      <C>
Cash flows from operating activities:
   Net income                                                                        $       82,059           $       370,390
                                                                                     --------------           ---------------

   Adjustments  to  reconcile  net  income  to net cash
     provided  by  operating activities:
       Depreciation                                                                         420,741                   642,943
       (Reversal of) provision for doubtful accounts                                           (938)                   (1,272)
       Net gain on sale of equipment                                                        (25,063)                  (28,233)
       Net increase (decrease) in current assets                                             17,934                   (98,172)
       Net decrease (increase) in current liabilities                                        23,538                   (22,592)
                                                                                     --------------           ---------------

         Total adjustments                                                                  436,212                   492,674
                                                                                     --------------           ---------------

         Net cash provided by operating activities                                          518,271                   863,064
                                                                                     --------------           ---------------

Cash flows from investing activities:
   Proceeds from sales of investment property                                                79,156                   168,498
                                                                                     --------------           ---------------

         Net cash provided by investing activities                                           79,156                   168,498
                                                                                     --------------           ---------------

Cash flows from financing activities:
   Principal payments on long-term debt                                                    (214,780)                 (500,960)
   Cash distributions to partners                                                          (424,948)                 (478,074)
                                                                                     --------------           ---------------

         Net cash used in financing activities                                             (639,728)                 (979,034)
                                                                                     --------------           ---------------

Net (decrease) increase in cash and cash equivalents                                        (42,301)                   52,528

Cash and cash equivalents at beginning of period                                            403,150                   253,590
                                                                                     --------------           ---------------

Cash and cash equivalents at end of period                                           $      360,849           $       306,118
                                                                                     ==============           ===============

Supplemental cash flow information:
   Interest paid during the period                                                   $        7,029           $        43,763
                                                                                     ==============           ===============

                 See accompanying notes to financial statements.
</TABLE>


<PAGE>


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

                          Notes to Financial Statements
          Nine Months Ended September 30, 1999 and September 30, 1998
                                   (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, 1998.

(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 September 30, 1999 and December 31, 1998,
the allowance  for doubtful  accounts  included in rents  receivable  was $0 and
$938, respectively, and $0 and $0 included in sales receivable, respectively.

(3)   Investment Property

At  September  30,  1999,  the  Partnership  owned  computer  equipment  with  a
depreciated  cost basis  of  $539,199.  All purchases of computer  equipment are
subject to a 3% acquisition fee paid to the General Partner.

(4)   Related Party Transactions

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

                                           1999                 1998
                                           ----                 ----

Management fees                        $     47,943          $     92,262
Reimbursable expenses paid                  106,936               147,686
                                       ------------          ------------

                                       $    154,879          $    239,948
                                       ============          ============



<PAGE>


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

                          Notes to Financial Statements
          Nine Months Ended September 30, 1999 and September 30, 1998
                                   (Unaudited)

Under the terms of the Partnership Agreement, the General Partner is 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)   Long-term Debt

Long-term  debt  at  September 30, 1999  consists  of two installment notes from
Pullman  Capital  Corporation totaling  $14,937.  All loans are non-recourse and
are collateralized by  equipment on the respective  leases with a total net book
value of $36,968 and assignment of the related leases.

Maturities on long-term debt are as follows:

             1999                   $       10,990
             2000                            3,947
                                    --------------

                                    $       14,937
                                    ==============


<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 nine months ended September 30, 1999 in comparison to the same periods ended
September 30, 1998.

The  Partnership  realized  net income of $29,383 and $76,058  for  the quarters
ended September 30,  1999  and  1998,  respectively.   Rental  income  decreased
$155,742 or 45%  between  the three month periods. The decrease is 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.

Total  costs  and  expenses  decreased  $95,367  or  35% between the three month
periods.  Depreciation expense decreased  $63,544 or 35% due to a portion of the
equipment portfolio  becoming  fully depreciated.  Also included in depreciation
expense for the quarter ended  September 30, 1999  is a provision of $25,000 for
estimated losses on the ultimate  disposition of  equipment.   Interest  expense
decreased  $9,936  in  the  current  quarter  due  to  the  continued paydown of
long-term debt.   The long-term debt balance at September 30, 1999 was $0 versus
a balance of $14,937  at  September  30,  1998.   Management fees decreased as a
result of the decline in rental income.

The Partnership  realized net income of $82,059 and $370,390 for the nine months
ended  September  30,  1999  and  1998,  respectively.  Rental  income decreased
$649,683 or 51% primarily  due to lower rental rates obtained on equipment lease
extensions  and remarketings  resulting after the initial lease term expires and
due to a net decrease  in  the  overall  size of the equipment portfolio.  Other
income is the result of the reduction  of  overstated  liabilities  recorded  in
prior periods.


<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)

Total  costs  and  expenses  decreased  $349,317  or  37%  during the nine month
periods.  As discussed in  the  quarter  analysis  above,  depreciation  expense
decreased  $222,202  or  35%  between 1999 and 1998 due to the initial equipment
portfolio becoming  fully  depreciated and to a reduction in the overall size of
the  equipment  portfolio.   Management  fees  decreased  between the nine month
periods due to the decline in rental income. General and administrative expenses
decreased $46,396 or 28% mainly due to successful cost cutting effects.

The Partnership  recorded net income per Limited  Partnership  Unit of $1.19 and
$3.37 for  the quarters ended September 30, 1999 and 1998, respectively, and net
income  of  $3.01  and  $17.17 for the nine months ended September 30, 1999, and
1998, respectively.

Liquidity and Capital Resources

For the  quarter  ended  September  30,  1999,  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  generates the most favorable
results.

Rental income will begin 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 partnership's  ability to meet its future cash  requirements,  including its
long-term  debt  obligations.  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 through a
reduction in the rate of cash  distributions.  Future rental  revenues amount to
$162,547 and are to be received over the next three years.



<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)

The  Partnership's  investing  activities  for  the  nine  month period resulted
in equipment  sales  with  a  depreciated  cost  basis  of  $131,357, generating
$79,156 in proceeds.  Included in equipment  sales is a $77,264 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  financing  activities  resulted  in the paydown on long-term
debt in the amount of $214,780 for the nine months ended September 30, 1999. The
Partnership  will payoff its remaining  long-term debt of $14,937 by 2000.

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  September 30, 1999, the Partnership  declared  a  cash
distribution of $159,355, of which $7,968 was allocated  to  the General Partner
and $151,387 was distributed to the Limited  Partners.  The distribution will be
made on November 12, 1999. 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>


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

                    Computer Equipment Portfolio (Unaudited)
                              September 30, 1999

Lessee

American Hard Cider, Incorporated
Direct Cable TV, Incorporated
Evare, Limited Liability Corporation
Faxnet, Incorporated
George Melhado and Company
Hughes Aircraft Corporation
Internet Access Company
J. Walter Thompson, U.S.A., Incorporated
USG Corporation
VIP Calling, Incorporated

Equipment Description                                 Acquisition Price

Computer                                              $        373,624
Peripherals                                                  1,132,977
Other                                                        1,044,121
                                                      ----------------

                                                      $      2,550,722
                                                      ================

<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:   November 11, 1999

By:     Arthur P. Beecher,
        President