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, 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 12

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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 June 30, 1999 and December 31, 1998                        3

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

                    Statements of Cash Flows
                          Six Months Ended June 30, 1999 and 1998                                   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
</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)
                                                                                     6/30/99                 12/31/98
                                                                                 ----------------        ----------------
<S>                                                                              <C>                     <C>
Investment property, at cost (note 3):
   Computer equipment                                                            $      2,649,680        $      3,589,735
     Less accumulated depreciation                                                      1,958,575               2,575,703
                                                                                 ----------------        ----------------
       Investment property, net                                                           691,105               1,014,032

Cash and cash equivalents                                                                 283,692                 403,150
Rents receivable, net (note 2)                                                             12,325                   5,483
Accounts receivable - affiliates                                                            3,136                  48,059
Other assets                                                                                1,729                   6,917
                                                                                 ----------------        ----------------

     Total assets                                                                $        991,987        $      1,477,641
                                                                                 ================        ================

                        Liabilities and Partners' Equity
Liabilities:
   Current portion of long-term debt (note 5)                                    $         55,116        $        225,770
   Accounts payable and accrued expenses - affiliates (note 4)                             13,847                  23,637
   Accounts payable and accrued expenses                                                   28,282                  52,371
   Unearned rental revenue                                                                 20,516                  31,655
   Long-term debt, less current portion (note 5)                                                -                   3,947
                                                                                 ----------------        ----------------

     Total liabilities                                                                    117,761                 337,380
                                                                                 ----------------        ----------------

Partners' equity:
   General Partner:
     Capital contribution                                                                   1,000                   1,000
     Cumulative net income                                                                653,438                 637,502
     Cumulative cash distributions                                                       (654,438)               (638,502)
                                                                                 ----------------        ----------------
                                                                                                -                       -
                                                                                 ----------------        ----------------
   Limited Partners (20,185 units):
     Capital contribution, net of offering costs                                        8,987,039               8,987,039
     Cumulative net income                                                              4,321,160               4,284,420
     Cumulative cash distributions                                                    (12,433,973)            (12,131,198)
                                                                                 ----------------        ----------------
                                                                                          874,226               1,140,261
                                                                                 ----------------        ----------------
     Total partners' equity                                                               874,226               1,140,261
                                                                                 ----------------        ----------------

     Total liabilities and partners' equity                                      $        991,987        $      1,477,641
                                                                                 ================        ================

                 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 Operations
                                   (Unaudited)

                                                   Quarters Ended                                  Six Months Ended
                                                        June 30,                                        June 30,
                                           ---------------------------------              -----------------------------------
                                                 1999              1998                          1999              1998
                                           ---------------------------------              -----------------------------------

<S>                                        <C>                 <C>                        <C>                 <C>
Revenue:
   Rental income                           $       175,193     $     464,846              $       437,755     $       931,696
   Interest income                                   2,301             2,998                        5,480               5,904
   Other income                                     16,249                 -                       16,249                   -
   Net gain on sale
     of equipment                                    8,398            12,202                        9,893              27,383
                                           ---------------     -------------              ---------------     ---------------

       Total revenue                               202,141           480,046                      469,377             964,983
                                           ---------------     -------------              ---------------     ---------------

Costs and expenses:
   Depreciation                                    137,205           222,733                      302,085             460,743
   (Reversal of) provision for
     doubtful accounts                              (1,452)          (10,854)                        (938)             (2,999)
   Interest                                          1,892            14,392                        6,328              33,127
   Related party expenses (note 4):
     Management fees                                13,480            33,751                       31,305              68,373
     General and administrative                     35,967            57,181                       77,921             111,407
                                           ---------------     -------------              ---------------     ---------------

       Total costs and expenses                    187,092           317,203                      416,701             670,651
                                           ---------------     -------------              ---------------     ---------------

Net income                                 $        15,049     $     162,843              $        52,676     $       294,332
                                           ===============     =============              ===============     ===============

Net income per Limited
   Partnership Unit                        $          0.35     $        7.67              $          1.82     $         13.79
                                           ===============     =============              ===============     ===============

                 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
                     Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)

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

<S>                                                                                  <C>                      <C>
Cash flows from operating activities:
   Net income                                                                        $       52,676           $       294,332
                                                                                     --------------           ---------------

   Adjustments  to  reconcile  net  income  to net cash
     provided  by  operating activities:
       Depreciation                                                                         302,085                   460,743
       (Reversal of) provision for doubtful accounts                                           (938)                   (2,999)
       Net gain on sale of equipment                                                         (9,893)                  (27,383)
       Net decrease (increase) in current assets                                             44,206                  (105,886)
       Net increase (decrease) in current liabilities                                       (45,018)                   11,007
                                                                                     --------------           ---------------

         Total adjustments                                                                  290,442                   335,482
                                                                                     --------------           ---------------

         Net cash provided by operating activities                                          343,118                   629,814
                                                                                     --------------           ---------------

Cash flows from investing activities:
   Proceeds from sales of investment property                                                30,736                    94,250
                                                                                     --------------           ---------------

         Net cash provided by investing activities                                           30,736                    94,250
                                                                                     --------------           ---------------

Cash flows from financing activities:
   Principal payments on long-term debt                                                    (174,601)                 (372,615)
   Cash distributions to partners                                                          (318,711)                 (318,711)
                                                                                     --------------           ---------------

         Net cash used in financing activities                                             (493,312)                 (691,326)

Net (decrease) increase in cash and cash equivalents                                       (119,458)                   32,738

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

Cash and cash equivalents at end of period                                           $      283,692           $       286,328
                                                                                     ==============           ===============

Supplemental cash flow information:
   Interest paid during the period                                                   $        6,328           $        33,127
                                                                                     ==============           ===============

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

(3)   Investment Property

At June 30, 1999, the  Partnership  owned computer  equipment with a depreciated
cost basis of $691,105.    All purchases of computer  equipment are subject to a
3% acquisition fee paid to the General Partner.

(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:

                                           1999                  1998
                                           ----                  ----

Management fees                        $     31,305          $     68,373
Reimbursable expenses paid                   78,221                99,158
                                       ------------          ------------

                                       $    109,526          $    167,531
                                       ============          ============



<PAGE>


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

                          Notes to Financial Statements
                Six Months Ended June 30, 1999 and June 30, 1998
                                   (Unaudited)

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.

(5)   Long-term Debt

Long-term debt at June 30, 1999 consists of four installment notes in the amount
of $55,116.   All loans are  non-recourse and are collateralized by equipment on
the respective  leases with a total net book value of $127,673 and assignment of
the related leases.

Maturities on long-term debt are as follows:

             1999                   $       51,169
             2000                            3,947
                                    --------------

                                    $       55,116
                                    ==============


<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, 1999 in  comparison to the same periods ended June
30, 1998.

The  Partnership  realized  net income of $15,049 and $162,843 for  the quarters
ended June 30, 1999 and 1998, respectively.  Rental income decreased $289,653 or
62% in 1999.   The decrease  in rental  income  between the  two periods is  due
primarily 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.
The  decrease  in net  gain on the sale of  equipment  in the current quarter is
primarily due to a smaller number of equipment sales.

Total costs and expenses decreased  $130,111  or  41% in 1999.   The decrease in
costs and  expenses is mainly due  to  the  $85,528  reduction  in  depreciation
expense during the current quarter in comparison to the same period in 1998. The
decline in depreciation expense is primarily  due to a portion of the  equipment
portfolio becoming fully  depreciated.  For the quarters ended June 30, 1999 and
1998,  the reversal  of  provision   for   doubtful   accounts  was  $1,452  and
$10,845,  respectively.   The reversal is a result of the successful  collection
efforts of delinquent  rents  receivable.  Interest expense decreased due to the
continued paydown of its existing long-term debt.  Management  fees decreased in
correlation to the decline in rental income. General and administrative expenses
decreased $21,214 as a result of our cost cutting efforts.

The Partnership  realized net income of $52,676 and $294,332 for the six  months
ended June 30, 1999 and 1998,  respectively.  The  $493,941  or 53%  decrease in
rental income is attributed  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.  The decrease in net gain on sale of equipment in 1999 is due  to
a smaller  number of equipment sales carrying high net book values.



<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 $253,950 or 38% during the six month periods.
The  decrease in costs and expenses is mainly due to the $158,658 decline in
depreciation  expense which is the  result of a net decrease in the overall size
of the equipment  portfolio.   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 continued paydown of its existing long-term debt.

The Partnership  recorded net income per Limited  Partnership  Unit of $0.35 and
$7.67 for the quarters  ended June 30, 1999 and 1998,  respectively,  and  $1.82
and $13.79 for the six month periods ended June 30, 1999 and 1998, respectively.
The  allocation  for the six months ended June 30, 1999 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, 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 sold.  This  decision is made upon  analyzing
which option generates the most favorable result.

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  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 $360,239 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  six  months  ended  June 30
consisted  of  equipment  sales  with  a  depreciated  cost  basis  of  $98,106,
generating  $30,736 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  included a paydown on long-term  debt
during 1999 of $174,601.  The  Partnership  will payoff its remaining  long-term
debt of $55,116 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  June  30,  1999,  the  Partnership   declared  a  cash
distribution of $106,237, of which $5,312 was distributed to the General Partner
and $100,925 was distributed to the Limited  Partners.  The distribution will be
made on August 27, 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)
                                  June 30, 1999

Lessee

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

Equipment Description                                 Acquisition Price

Computer                                               $        409,777
Peripherals                                                   1,195,782
Other                                                         1,044,121
                                                       ----------------

                                                       $      2,649,680
                                                       ================

<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 6, 1999

By:     Arthur P. Beecher,
        President