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 March 31, 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


</PAGE>

<PAGE>

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



                                    INDEX                               Page No.

Part I.   FINANCIAL INFORMATION

          Financial Statements

            Balance Sheets as of March 31, 2000 and December 31, 1999       3

            Statements of Operations
              Quarters Ended March 31, 2000 and 1999                        4

            Statements of Cash Flows
              Quarters Ended March 31, 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

</PAGE>


<PAGE>

<TABLE>
<CAPTION>

                      PART I.  FINANCIAL INFORMATION

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

                                 Balance Sheets

                                     Assets
                                     ------

                                                                    (Unaudited)            (Audited)
                                                                      3/31/00              12/31/99
                                                                  --------------        --------------


<S>                                                               <C>                   <C>

Investment property, at cost (note 3):
  Computer equipment                                              $      940,503        $    1,002,046
    Less accumulated depreciation                                        787,486               793,493
                                                                  --------------        --------------
      Investment property, net                                           153,017               208,553

Cash and cash equivalents                                                375,023               421,949
Rents receivable, net (note 2)                                             3,084                 3,701
Accounts receivable - affiliates                                           2,908                51,229
                                                                  --------------        --------------

    Total assets                                                  $      534,032        $      685,432
                                                                  ==============        ==============

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

Liabilities:
  Current portion of long-term debt                               $            -        $        3,947
  Accounts payable and accrued expenses-affiliates (note 4)                8,249                 8,042
  Accounts payable and accrued expenses                                   24,354                24,170
  Unearned rental revenue                                                      -                 7,188
                                                                  --------------        --------------

    Total liabilities                                                     32,603                43,347
                                                                  --------------        --------------

Partners' equity:
  General Partner:
    Capital contribution                                                   1,000                 1,000
    Cumulative net income                                                674,686               666,718
    Cumulative cash distributions                                       (675,686)             (667,718)
                                                                  --------------        --------------
                                                                               -                     -
                                                                  --------------        --------------

Limited Partners (20,185 units):
    Capital contribution, net of offering costs                        8,987,039             8,987,039
    Cumulative net income                                              4,352,063             4,341,331
    Cumulative cash distribuitons                                    (12,837,673)          (12,686,285)
                                                                  --------------        --------------
                                                                         501,429               642,085
                                                                  --------------        --------------
    Total partners' equity                                               501,429               642,085
                                                                  --------------        --------------

    Total liabilities and partners' equity                        $      534,032        $      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 Ended March 31, 2000 and 1999
                                   (Unaudited)



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

<S>                                                    <C>                     <C>

Revenue:
  Rental income                                        $       75,236          $      262,561
  Interest income                                               3,999                   3,180
  Warrant income                                                6,852                       -
  Net gain on sale of equipment                                     -                   1,495
                                                       --------------          --------------

      Total revenue                                            86,087                 267,236
                                                       --------------          --------------

Costs and expenses:
  Depreciation                                                 46,811                 164,880
  Provision for doubtful accounts                                  23                     514
  Interest                                                         43                   4,436
  Related party expenses (note 4):
    Management fees                                             5,016                  17,825
    General and administrative                                 15,494                  41,954
                                                       --------------          --------------

      Total costs and expenses                                 67,387                 229,609
                                                       --------------          --------------

Net income                                             $       18,700          $       37,627
                                                       ==============          ==============

Net income per Limited Partnership Unit                $          .53          $         1.47
                                                       ==============          ==============


                 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
                   Quarters Ended March 31, 2000 and 1999
                                   (Unaudited)



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

<S>                                                    <C>                     <C>

Cash flows from operating activities:
  Net income                                           $       18,700          $       37,627
                                                       --------------          --------------

  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation                                             46,811                 164,880
      Provision for doubtful accounts                              23                     514
      Net gain on sale of equipment                                 -                  (1,495)
      Net decrease in current assets                           48,915                  17,951
      Net (decrease) in current liabilities                    (6,797)                (30,243)
                                                       --------------          --------------

        Total adjustments                                      88,952                 151,607
                                                       --------------          --------------

        Net cash provided by operating activities             107,652                 189,234
                                                       --------------          --------------

Cash flows from investing activities:
  Proceeds from sales of investment property                    8,725                   2,895
                                                       --------------          --------------

        Net cash provided by investing activities               8,725                   2,895
                                                       --------------          --------------

Cash flows from financing activites:
  Principal payments on long-term debt                         (3,947)               (111,791)
  Cash distributions to partners                             (159,356)               (159,355)
                                                       --------------          --------------

        Net cash used in financing activities                (163,303)               (271,146)
                                                       --------------          --------------

Net (decrease) in cash and cash equivalents                   (46,926)                (79,017)

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

Cash and cash equivalents at end of period             $      375,023          $      324,133
                                                       ==============          ==============

Supplemental cash flow information:
  Interest paid during the period                      $           43          $        4,436
                                                       ==============          ==============

                 See accompanying notes to financial statements.

</TABLE>

</PAGE>


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

                          Notes to Financial Statements
                 Quarters Ended March 31, 2000 and March 31, 1999

(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 March 31, 2000  and  December 31, 1999,
the allowance for doubtful accounts  included in  rents  receivable  was  $1,110
and  $1,087, respectively.

(3)  Investment Property

At March 31, 2000, the Partnership owned computer equipment  with a  depreciated
cost basis of $153,017.  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 quarter ended
March 31 are as follows:



                                      2000             1999
                                      ----             ----

Management fees                    $    5,016       $   17,825
Reimbursable expenses paid             19,089           42,871
                                   ----------       ----------

                                   $   24,105       $   60,696
                                   ==========       ==========

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
ended March 31, 2000 in comparison to the quarter ended March 31, 1999.

The Partnership realized net income of  $18,700 and  $37,627  for  the  quarters
ended March 31, 2000 and 1999, respectively.  Rental income  decreased  $187,325
or 71% 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.  During
the  current  quarter, the  Partnership exercised its rights to redeem  warrants
which resulted in $6,852 of additional income.

Total costs and expenses decreased $162,222 or 71% in 2000. Depreciation expense
decreased  due  to  a  portion  of  the  equipment  portfolio   becoming   fully
depreciated.   Interest expense decreased due to payoff of long-term debt during
the current  quarter.   Management  fees decreased as a result of the decline in
rental  income.   General  and  administrative expenses decreased $26,460 due to
successful cost cutting efforts.

The Partnership recorded net income per  Limited  Partnership  Unit of  $.53 and
$1.47  for  the  quarters  ended  March  31,  2000  and 1999, respectively.  The
allocation for the  quarter  ended March  31,  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 March 31, 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  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 quarter  resulted  in  equipment
sales with a depreciated cost basis of $15,952, generating $8,725  in  proceeds.
Included in equipment sales in a  $7,227 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  March  31,  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 May 12, 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)
                                  March 31, 2000


Lessees

American Hard Cider, Incorporated
Evare, Limited Liability Corporation
Faxnet, Incorporated
George Melhado and Company
Hughes Aircraft Corporation
iBasis, Incorporated
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:  May 8, 2000

By:    Arthur P. Beecher
       President