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 The Quarter Ended September 30, 1996             Commission File No. 2-95011


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


         Massachusetts                                                04-2846627
(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 14

<PAGE>

<TABLE>
<CAPTION>

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

 

<S>           <C>                                                                                             <C>
                                 INDEX                                                                        Page No.

Part I.       FINANCIAL INFORMATION

              Financial Statements

                    Balance Sheets as of September 30, 1996 and December 31, 1995                             3

                    Statements of Operations For the Quarters Ended
                          September 30, 1996 and 1995 and For the Nine Months Ended
                          September 30, 1996 and 1995                                                         4

                    Statements of Cash Flows For the Nine Months Ended
                          September 30, 1996 and 1995                                                         5

                    Notes to Financial Statements                                                             6 - 8

              Management's Discussion and Analysis of Financial Conditions
                    and Results of Operations                                                                 9 - 11

              Computer Equipment Portfolio                                                                    12

Part II.      OTHER INFORMATION

              Items 1 - 6                                                                                     13

              Signature                                                                                       14
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION

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

                                 Balance Sheets

                                     Assets                                         (Unaudited)              (Audited)
                                                                                      9/30/96                 12/31/95
                                                                                 ----------------        ----------------

<S>                                                                              <C>                     <C>             
Investment property, at cost (note 3):
   Computer equipment                                                            $        678,045        $      1,556,972
     Less accumulated depreciation                                                        660,476               1,444,538
                                                                                 ----------------        ----------------
       Investment property, net                                                            17,569                 112,434

Cash and cash equivalents                                                                  45,272                 123,547
Marketable securities (notes 2 and 5)                                                       1,219                  10,158
Rents receivable, net (note 2)                                                             10,926                  17,627
Sales receivable                                                                                -                   1,125
Accounts receivable - affiliates (notes 2 and 6)                                                -                       -
                                                                                 ----------------        ----------------

     Total assets                                                                $         74,986        $        264,891
                                                                                 ================        ================

                        Liabilities and Partners' Equity
Liabilities:
   Accounts payable and accrued expenses - affiliates (note 4)                   $          4,818        $          6,657
   Accounts payable and accrued expenses                                                   20,413                  31,749
   Unearned rental revenue                                                                      -                     550
                                                                                 ----------------        ----------------

     Total liabilities                                                                     25,231                  38,956
                                                                                 ----------------        ----------------

Partners' equity:
   General Partner:
     Capital contribution                                                                   1,000                   1,000
     Cumulative net income                                                                662,096                 660,945
     Cumulative cash distributions                                                       (663,092)               (656,508)
     Unrealized losses on marketable securities (note 5)                                       (4)                    (18)
                                                                                 ----------------        ----------------
                                                                                                -                   5,419
                                                                                 ----------------        ----------------
   Limited Partners (25,020 units):
     Capital contribution, net of offering costs                                       11,139,998              11,139,998
     Cumulative net income                                                              1,508,928               1,556,014
     Cumulative cash distributions                                                    (12,598,821)            (12,473,721)
     Unrealized losses on marketable securities (note 5)                                     (350)                 (1,775)
                                                                                 ----------------        ----------------
                                                                                           49,755                 220,516
                                                                                 ----------------        ----------------
     Total partners' equity                                                                49,755                 225,935
                                                                                 ----------------        ----------------

     Total liabilities and partners' equity                                      $         74,986        $        264,891
                                                                                 ================        ================
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

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

                            Statements of Operations
                                   (Unaudited)

                                                     Quarters Ended                         Nine Months Ended
                                                      September 30,                           September 30,
                                            -------------------------------        ---------------------------------
                                                 1996              1995                1996                1995
                                            -------------------------------        ---------------------------------

<S>                                         <C>                <C>                  <C>                 <C>         
Revenue:
   Rental income                            $     29,744       $    117,174         $     91,534        $    355,205
   Interest income                                   321                717                1,561               2,651
   Recovery of net unsecured
     pre-petition claim (note 6)                   2,683             19,646               10,278              30,154
                                            ------------       ------------         ------------        ------------

       Total revenue                              32,748            137,537              103,373             388,010
                                            ------------       ------------         ------------        ------------

Costs and expenses:
   Depreciation                                        -             50,738               68,864             152,645
   Provision for (reversal of)
     doubtful accounts                             7,842                443               14,586              (7,537)
   Interest                                            -                162                    -               1,007
   Related party expenses (note 4):
     Management fees                               2,252              5,731                7,243              17,973
     General and administrative                   19,561             16,718               58,961              50,925
   Net loss (gain) on sale
     of equipment                                    780               (825)              (2,720)             (3,562)
   Net loss on sale of
     marketable securities                         2,374                  -                2,374                   -
                                            ------------       ------------         ------------        ------------

       Total costs and expenses                   32,809             72,967              149,308             211,451
                                            ------------       ------------         ------------        ------------

Net (loss) income                           $        (61)      $     64,570         $    (45,935)       $    176,559
                                            ============       ============         ============        ============

Net (loss) income per Limited
   Partnership Unit                         $          -       $       2.43         $      (1.88)       $       6.57
                                            ============       ============         ============        ============
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

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

                            Statements of Cash Flows
              For the Nine Months Ended September 30, 1996 and 1995
                                   (Unaudited)

                                                                                           1996                      1995
                                                                                           ----                      ----

<S>                                                                                    <C>                      <C>          
Cash flows from operating activities:
   Net (loss) income                                                                   $    (45,935)            $     176,559
                                                                                       ------------             -------------

   Adjustments to reconcile  net (loss) income to net
     cash provided by operating activities:
       Depreciation                                                                          68,864                   152,645
       Provision for (reversal of) doubtful accounts                                         14,586                    (7,537)
       Net gain on sale of equipment                                                         (2,720)                   (3,562)
       Net loss on sale of marketable securities                                              2,374                         -
       Net increase in current assets                                                        (6,887)                  (23,001)
       Net decrease in current liabilities                                                  (13,725)                 (102,598)
                                                                                       ------------             -------------

         Total adjustments                                                                   62,492                    15,947
                                                                                       ------------             -------------

         Net cash provided by operating activities                                           16,557                   192,506
                                                                                       ------------             -------------

Cash flows from investing activities:
   Proceeds from sale of marketable securities                                                8,131                         -
   Proceeds from sales of investment property                                                28,721                     3,562
                                                                                       ------------             -------------

         Net cash provided by investing activities                                           36,852                     3,562
                                                                                       ------------             -------------

Cash flows from financing activities:
   Principal payments on long-term debt                                                           -                   (30,536)
   Cash distributions to partners                                                          (131,684)                 (162,959)
                                                                                       ------------             -------------

         Net cash used in financing activities                                             (131,684)                 (193,495)
                                                                                       ------------             -------------

Net (decrease) increase in cash and cash equivalents                                        (78,275)                    2,573

Cash and cash equivalents at beginning of period                                            123,547                    75,704
                                                                                       ------------             -------------

Cash and cash equivalents at end of period                                             $     45,272             $      78,277
                                                                                       ============             =============

Supplemental cash flow information:
   Interest paid during the period                                                     $          -             $       2,083
                                                                                       ============             =============
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


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

                          Notes to Financial Statements
       For the Nine Months Ended September 30, 1996 and September 30, 1995
                                   (Unaudited)

(1)   Organization and Partnership Matters

The foregoing financial statements of Wellesley Lease Income Limited Partnership
III-B (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, 1995.

(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. The allowance for doubtful accounts included
in rents  receivable was $15,425 and $839 at September 30, 1996 and December 31,
1995, respectively.  The allowance for doubtful accounts - affiliates was $6,699
and $17,440 at September 30, 1996 and December 31, 1995,  respectively,  both of
which pertained to the unsecured pre-petition claim balance.

Marketable Securities

The marketable securities are stated at fair value at the balance sheet date and
consist  of 629  shares  of  common  stock in  Continental  Information  Systems
Corporation  ("CISC")  received by the  Partnership  in the  distributions  made
December  27,  1994,  July 20,  1995 and  October 20, 1995 by the Trustee of the
Liquidating  Estate of CIS Corporation,  et al ("the Trustee"),  with respect to
the outstanding unsecured pre-petition claim. During the second quarter of 1995,
the stock began trading,  thereby  providing an objective  valuation measure for
establishing the cost basis.  Unrealized gains and losses are recorded  directly
in  partners'  equity  except those gains and losses that are deemed to be other
than temporary, which would be reflected in income or loss (see note 5).

(3)   Investment Property

At  September  30,  1996,  the  Partnership  owned  computer  equipment  with  a
depreciated cost basis of $17,569,  subject to existing leases. All purchases of
computer  equipment  are  subject to a 3%  acquisition  fee paid to the  General
Partner.


<PAGE>


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

                          Notes to Financial Statements
       For the Nine Months Ended September 30, 1996 and September 30, 1995
                                   (Unaudited)

(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 nine months ended
September 30, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                                   1996                 1995
                                                   ----                 ----

<S>                                            <C>                   <C>         
Management fees                                $      7,243          $     17,973
Reimbursable expenses paid                           58,104                49,753
                                               ------------          ------------

                                               $     65,347          $     67,726
                                               ============          ============
</TABLE>

Under the terms of the Partnership Agreement, the General Partner is entitled to
an equipment acquisition fee of 3% of the purchase price paid by the Partnership
for the  equipment.  The General  Partner is also  entitled to a management  fee
equal  to  7% of  the  monthly  rental  billings  collected.  In  addition,  the
Partnership  reimburses  the  General  Partner  and its  affiliates  for certain
expenses incurred by them in connection with the operation of the Partnership.

(5)   Fair Values of Financial Instruments

Pursuant to Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity  Securities," which requires  investments
in debt and equity  securities  other than those  accounted for under the equity
method  to be  carried  at fair  value or  amortized  cost  for debt  securities
expected to be held to maturity,  the Partnership has classified its investments
in equity  securities as available  for sale.  Accordingly,  the net  unrealized
gains and losses computed in marking these  securities to market are reported as
a component of partners' equity.  At September 30, 1996, the difference  between
the fair value and the cost basis of these  securities is an unrealized  loss of
$354.

The fair value is based on currently  quoted market  prices.  The cost basis and
estimated fair value of the Partnership's marketable securities at September 30,
1996 and December 31, 1995, respectively, are as follows:

<TABLE>
<CAPTION>
                                                               September 30, 1996           December 31, 1995
                                                             ------------------------     ---------------------
                                                             Cost           Fair          Cost         Fair
                                                             Basis          Value         Basis        Value


<S>                                                          <C>            <C>           <C>          <C>     
Investment in Continental Information
     Systems Corporation Stock                               $  1,573       $  1,219      $ 11,951     $ 10,158
                                                             ========       ========      ========     ========
</TABLE>



<PAGE>


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

                          Notes to Financial Statements
       For the Nine Months Ended September 30, 1996 and September 30, 1995
                                   (Unaudited)

(6)   Bankruptcy of Continental Information Systems Corporation

On  January  19,  1996,  April 19,  1996 and July 19,  1996,  respectively,  the
Partnership  received the fourth, fifth and sixth distributions from the Trustee
of the Liquidating  Estate, et al, ("the Trustee") with respect to the unsecured
pre-petition claim. The fourth, fifth and sixth distributions  consisted of cash
proceeds of $2,630, $4,965 and $2,555, respectively. The sixth distribution also
included  51  shares  of  common  stock  in  Continental   Information   Systems
Corporation   ("CISC").   Following  the  Trustee's  sixth   distribution,   the
Partnership has a remaining unsecured pre-petition claim balance of $6,699 as of
September 30, 1996 (see note 7).

(7)   Subsequent Events

On October 21, 1996, the Partnership  received the seventh distribution from the
Trustee with  respect to the  unsecured  pre-petition  claim.  The  distribution
consisted  of  cash  proceeds  of  $3,580.   Following  the  Trustee's   seventh
distribution,  the  Partnership  has a remaining  unsecured  pre-petition  claim
balance of $3,119 as of October 21, 1996. The General Partner  anticipates  that
the Trustee will make future  distributions on the remaining  outstanding  claim
balance,  although  it is not  possible  at this time to  determine  when  these
distributions will be made.




<PAGE>


                WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-B
                      (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, 1996, compared to the same periods in 1995.

The  Partnership  realized a net loss of $61 and net  income of $64,570  for the
quarters  ended  September  30,  1996,  and 1995,  respectively.  Rental  income
decreased  $87,430 or 75% due to lower rental rates obtained on equipment  lease
extensions and  remarketings  resulting after the initial lease term expires and
due to the decrease in the equipment  portfolio.  Interest income decreased as a
result of lower average short-term  investment  balances held during the current
quarter.  The  recovery of the  unsecured  pre-petition  claim of $2,683 for the
quarter ended  September 30, 1996 was the result of the receipt of the Trustee's
sixth distribution on the fully reserved unsecured pre-petition  receivable (for
further discussion refer to note 6 to the financial statements).

Total  costs and  expenses  decreased  $40,158  or 55%  during  the three  month
periods.  Depreciation expense decreased due to a large portion of the equipment
portfolio becoming fully depreciated.  Included in depreciation  expense for the
quarter  ended  September  30, 1996 is a reversal of a provision  for  estimated
losses on the ultimate  disposition  of  equipment.  During the third quarter of
1996,  the provision for doubtful  accounts was increased  $7,842 to account for
delinquent  rents  receivable.  Management  fees  decreased  as a result  of the
decline in rental income.  General and administrative  expenses increased $2,843
or 17%  due  to an  increase  in  the  allocable  salaries  of  the  partnership
accounting and reporting personnel of the General Partner.  The net loss on sale
of equipment is due to sales of equipment carrying high net book values. The net
loss on sale of marketable  securities  reflects the third quarter sale of stock
that had been received from the Trustee.

The  Partnership  realized a net loss of $45,935 and net income of $176,559  for
the nine months ended September 30, 1996 and 1995, respectively. The Partnership
realized  rental  income of  $91,534  and  $355,205  for the nine  months  ended
September 30, 1996 and 1995, respectively. The $263,671 or 74% decrease includes
a  $48,880  adjustment  in the  nine  months  ended  September  30,  1996 for an
overaccrual of rental income recognized in prior periods. The adjustment relates
to equipment  that came off lease and was returned to  inventory.  Other factors
impacting the decline in rental income are the remarketing of equipment at lower
rates and the  overall  decrease in the  equipment  portfolio.  Interest  income
decreased  $1,090  due to the  Partnership  carrying  lower  average  short-term
investment  balances  during  1996.  As  mentioned  above,  the  recovery of the
unsecured pre-petition claim in the current period was the result of the receipt
of the  fourth,  fifth and sixth  distributions  from the  Trustee  in the total
amount of $10,278 (see note 6).



<PAGE>


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

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

Total  costs and  expenses  decreased  $62,143  or 29%  between  the nine  month
periods.  As  discussed  in the quarter  analysis  above,  depreciation  expense
decreased  $83,781 or 55%  between  1996 and 1995 due to a large  portion of the
equipment  portfolio becoming fully depreciated and due to the overall reduction
of the  Partnership's  equipment  portfolio.  Another reason for the decrease in
depreciation  expense can be  attributed  to the  reversal  of a  provision  for
estimated  losses on the ultimate  disposition  of equipment.  The provision for
doubtful accounts increased in the current year due to an increase in delinquent
rents receivable. Management fees decreased $10,730 or 60% due to the decline in
rental income.  General and administrative  expenses increased $8,036 or 16% due
to an  increase in the  allocable  salaries of the  partnership  accounting  and
reporting personnel of the General Partner during the current year. The decrease
in net gain on sale of equipment  between 1995 and 1996 can be  attributed  to a
decrease  in  equipment  sales.  The net loss on sale of  marketable  securities
reflects  the  third  quarter  sale of stock  that had  been  received  from the
Trustee, as stated above.

The Partnership  recorded net income per Limited  Partnership  Unit of $0.00 and
net  income  of $2.43  for the  quarters  ended  September  30,  1996 and  1995,
respectively,  and a net  loss of $1.88  and net  income  of $6.57  for the nine
months ended September 30, 1996 and 1995,  respectively.  The allocation for the
nine months ended  September  30, 1996  includes a cost  recovery  allocation of
profit and loss among the  General  and  Limited  Partners  which  results in an
allocation  of net loss to the Limited  Partners  in the third  quarter of 1996.
This  cost  recovery   allocation  is  required  to  maintain  capital  accounts
consistent  with the  distribution  provision 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  September  30,  1996,  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 would  generate the most favorable results.

Rental income will continue to decrease due to two factors.  First,  lower rates
are obtained due to the  remarketing of existing  equipment after 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.  Future rental revenues
amount to $22,718 and are to be received during the current year.



<PAGE>


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

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

During the fourth quarter of 1995, the General Partner  announced its intentions
of winding  down the  operations  of the  Partnership.  It is  anticipated  that
substantially all of the assets will be liquidated and the proceeds will be used
to settle all  outstanding  liabilities and make a final  distribution  early in
1997. The Partnership  will not be terminated  until the unsecured  pre-petition
claim  against  CIS  Corporation  has been  settled and the  proceeds  have been
distributed to the Partners.

The  Partnership's  investing  activities  as of  September  30, 1996  generated
proceeds  of $28,721  from  equipment  sales with a cost basis of  $26,000.  The
Partnership  has no  material  capital  expenditure  commitments  and  will  not
purchase  equipment in the future as the  Partnership has reached the end if its
reinvestment  period  and has  announced  its  intentions  of  winding  down the
operations of the Partnership.  The Partnership  generated proceeds of $8,131 on
the sale of 4,202 shares of CISC stock having a cost basis of $10,505.

Cash  distributions  are  currently  halted in an effort  to  minimize  cost and
accumulate cash in anticipation of a final distribution to the Partners once the
Partnership  has  been  liquidated.  The  effects  of  inflation  have  not been
significant to the  Partnership and are not expected to have any material impact
in future periods.

On  January 9, 1996,  TLP  Holding  LLC  purchased  all the common  stock of TLP
Leasing  Programs,  Inc.  from CMI Holding Co.  Under the new  ownership,  it is
expected  that TLP Leasing  Programs,  Inc. will continue to operate in the same
manner of business as it has in the past.




<PAGE>


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

                    Computer Equipment Portfolio (Unaudited)
                               September 30, 1996

Lessee

Brylane, Incorporated
FAX International, Incorporated
Hughes Aircraft Company, Incorporated
Securities Industry Automation Corporation

<TABLE>
<CAPTION>

Equipment Description                       Acquisition Price

<S>                                          <C>             
Computer Peripherals                         $        488,192
Processors & Upgrades                                  47,463
Other                                                 142,390
                                             ----------------

                                             $        678,045
                                             ================
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                           PART II. OTHER INFORMATION

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


<S>            <C>
Item 1.        Legal Proceedings
               Response:  None

Item 2.        Changes in the Rights of the Partnership's Security Holders
               Response:  None

Item 3.        Defaults by the Partnership on its Senior Securities
               Response:  None

Item 4.        Results of Votes of Security Holders
               Response:  None

Item 5.        Other Information
               Response:  None

Item 6.        Exhibits and Reports on Form 8-K
               Response:

               A.  None

               B.  None
</TABLE>


<PAGE>


                                    SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) 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-B
(Registrant)

By:    Wellesley Leasing Partnership,
       its General Partner

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


Date:  November 14, 1996

By:    Arthur P. Beecher,
       President