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, 1995                Commission File No. 2-95011


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


         Massachusetts                                               04-2846626
(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

<PAGE>

<TABLE>
<CAPTION>

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


                                    INDEX                                                                          Page No.

Part I.       FINANCIAL INFORMATION

              Financial Statements

<S>           <C>                                                                                                  <C>
                    Balance Sheets as of September 30, 1995 and December 31, 1994                                         3

                    Statements of Operations For the Quarters Ended
                           September 30, 1995 and 1994 and the Nine Months Ended
                           September 30, 1995 and 1994                                                                    4

                    Statements of Cash Flows for the Nine Months Ended
                           September 30, 1995 and 1994                                                                    5

                    Notes to Financial Statements                                                                     6 - 8

              Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                                                      9 - 10

Part II.      OTHER INFORMATION

              Items 1 - 6                                                                                                11

              Signature                                                                                                  12
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         Part I. FINANCIAL INFORMATION

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

                                 Balance Sheets

                                     Assets                                         (Unaudited)              (Audited)
                                                                                      9/30/95                 12/31/94
Investment property, at cost:
<S>                                                                               <C>                     <C>            
   Computer equipment                                                             $             -         $     1,264,676
     Less accumulated depreciation                                                              -               1,088,859
                                                                                          -------               ---------
       Investment property, net                                                                 -                 175,817

Cash and cash equivalents                                                                  36,817                 347,728
Marketable securities (notes 2 and 4)                                                      14,197                       -
Rents receivable, net                                                                           -                  21,989
Accounts receivable - affiliates, net (notes 2 and 3)                                           -                       -
                                                                                           ------                  ------

     Total assets                                                                 $        51,014         $       545,534
                                                                                  =        ======         =       =======

                        Liabilities and Partners' Equity
Liabilities:
   Accounts payable and accrued expenses - affiliates (note 3)                    $             -         $        28,267
   Accounts payable and accrued expenses                                                        -                 179,388
   Unearned rental revenue                                                                      -                     500
                                                                                            -----                   -----

     Total liabilities                                                                          -                 208,155
                                                                                            -----                 -------

Partners' equity:
   General Partner:
     Capital contribution                                                                   1,000                   1,000
     Cumulative net income                                                                650,295                 605,027
     Cumulative cash distributions                                                       (651,295)               (631,543)
                                                                                         --------                -------- 
                                                                                                -                 (25,516)
                                                                                         --------                 ------- 
   Limited Partners (25,020 units):
     Capital contribution, net of
       offering costs                                                                  11,140,099              11,140,099
     Cumulative net income                                                              1,287,134               1,222,137
     Cumulative cash distributions                                                    (12,374,641)            (11,999,341)
                                                                                      -----------             ----------- 
                                                                                           52,592                 362,895
                                                                                         --------                 -------
     Unrealized losses on marketable securities (note 4)                                   (1,578)                      -
                                                                                         --------                       -
     Total partners' equity                                                                51,014                 337,379
                                                                                         --------                 -------

     Total liabilities and partners' equity                                       $        51,014         $       545,534
                                                                                  =      ========         =       =======
</TABLE>

                See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

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

                            Statements of Operations
                                  (Unaudited)

                                                     Quarters Ended                         Nine Months Ended
                                                      September 30,                           September 30,
                                                      -------------                           -------------
                                                 1995              1994                1995                1994
                                                 ----              ----                ----                ----
Revenue:
<S>                                         <C>                <C>                  <C>                 <C>         
   Rental income                            $     18,105       $     51,598         $    115,669        $    277,098
   Interest income                                 1,765              3,556                9,619               6,902
   Other income                                   58,924                  -               58,924                   -
   Net gain (loss) on sale
     of equipment                                 28,721            (48,667)              25,248              29,737
   Recovery of net unsecured
     pre-petition claim (note 5)                  17,750                  -               31,063                   -
                                                 -------              -----               ------               -----

       Total revenue                             125,265              6,487              240,523             313,737
                                                 -------              -----              -------             -------

Costs and expenses:
   Depreciation                                        -             31,808               52,606             155,135
   (Reversal of) provision for
     doubtful accounts                             5,446                167               (6,653)                528
   Interest                                            -                  -                   43                 120
   Related party expenses (note 3):
     Management fees                                 577              3,344                6,912              14,423
     General and administrative                   39,841             18,766               77,350              51,948
                                                  ------             ------               ------              ------

       Total costs and expenses                   45,864             54,085              130,258             222,154
                                                  ------             ------              -------             -------

Net income (loss)                           $     79,401       $    (47,598)        $    110,265        $     91,583
                                            =     ======       =    =======         =    =======        =     ======

Net income (loss) per Limited
   Partnership Unit                         $       2.91       $      (0.03)        $       2.60        $       0.89
                                            =     ======       =    =======         =     ======        =     ======
</TABLE>

                See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

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

                            Statements of Cash Flows
             For the Nine Months Ended September 30, 1995 and 1994
                                  (Unaudited)

                                                                                             1995                    1994
                                                                                             ----                    ----
Cash flows from operating activities:
<S>                                                                                    <C>                      <C>          
   Net income                                                                          $    110,265             $      91,583
                                                                                       -    -------             -      ------

   Adjustments  to  reconcile  net  income  to net cash  (used in)  provided  by
     operating activities:
       Depreciation                                                                          52,606                   155,135
       (Reversal of) provision for doubtful accounts                                         (6,653)                      528
       Net gain on sale of equipment                                                        (25,248)                  (29,737)
       Net decrease in current assets                                                        12,867                    75,562
       Net (decrease) increase in current liabilities                                      (208,155)                   88,763
                                                                                           --------                    ------

         Total adjustments                                                                 (174,583)                  290,251
                                                                                           --------                   -------

         Net cash (used in) provided by operating activities                                (64,318)                  381,834
                                                                                            -------                   -------

Cash flows from investing activities:
   Purchase of investment property                                                                -                   (62,281)
   Proceeds from sales of investment property                                               148,459                   174,256
                                                                                            -------                   -------

         Net cash provided by investing activities                                          148,459                   111,975
                                                                                            -------                   -------

Cash flows from financing activities:
   Principal payments on notes payable - affiliate                                                -                   (12,000)
   Cash distributions to partners                                                          (395,052)                 (164,605)
                                                                                           --------                  -------- 

         Net cash used in financing activities                                             (395,052)                 (176,605)
                                                                                           --------                  -------- 

Net (decrease) increase in cash and cash equivalents                                       (310,911)                  317,204

Cash and cash equivalents at beginning of period                                            347,728                    18,193
                                                                                            -------                    ------

Cash and cash equivalents at end of period                                             $     36,817             $     335,397
                                                                                       =     ======             =     =======

Supplemental cash flow information:
   Interest paid during the period                                                     $      1,120             $         120
                                                                                       =      =====             =         ===
</TABLE>

                See accompanying notes to financial statements.


<PAGE>


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

                         Notes to Financial Statements
             For the Nine Months Ended September 30, 1995 and 1994
                                  (Unaudited)

(1)   Organization and Partnership Matters

The foregoing financial statements of Wellesley Lease Income Limited Partnership
III-A (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, 1994.

In the second quarter of 1995, the General  Partner  announced its intentions of
winding  down  the  operations  of the  Partnership  beginning  in  1995.  As of
September  30,  1995,  all  assets  have  been sold  with the  exception  of the
marketable  securities,  and the proceeds  have been  accumulated  to settle all
outstanding liabilities and make a final distribution.  The Partnership will not
be terminated  until all of the stock has been sold and the sales  proceeds have
been distributed to the Partners.

(2)   Significant Accounting Policies

Allowance for Doubtful Accounts

The financial statements include an allowance for estimated losses on receivable
balances.  The  allowance  for  doubtful  accounts  is 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, 1995 and December 31, 1994,
the  allowance for doubtful  accounts  included in rents  receivable  was $0 and
$13,268,  respectively. The allowance for doubtful accounts included in accounts
receivable  - affiliates  was $0 and $19,491 at September  30, 1995 and December
31,  1994,  respectively,  which was related to the net  unsecured  pre-petition
bankruptcy claim.

Marketable Securities

The marketable securities are stated at fair value at the balance sheet date and
consist of common stock in Continental  Information Systems Corporation received
by the Partnership in the distributions made December 27, 1994 and July 20, 1995
by the  Trustee  of the  Liquidating  Estate of CIS  Corporation,  et al,  ("the
Trustee")  with respect to the  outstanding  net 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 4).

Reclassifications

Certain prior year financial  statement items have been  reclassified to conform
with the current year's financial statement presentation.



<PAGE>


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

                         Notes to Financial Statements
             For the Nine Months Ended September 30, 1995 and 1994
                                  (Unaudited)

(3)   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, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                                    1995                1994
                                                    ----                ----

      <S>                                        <C>                 <C>         
      Equipment acquisition fees                 $          -        $      1,800
      Management fees                                   6,912              14,423
      Reimbursable expenses paid                       51,818              48,524
                                                       ------              ------

                                                 $     58,730        $     64,747
                                                 =     ======        =     ======
</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.  Also,  the  Partnership
reimburses the General Partner and its affiliates for certain expenses  incurred
by them in connection with the operation of the Partnership.

(4)   Fair Values of Financial Instruments

Pursuant to Statement of Financial  Accounting  Standards  No. 115 ("SFAS 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,  1995  the
difference  between the fair value and the original cost of these  securities is
an unrealized loss of $1,578.



<PAGE>


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

                         Notes to Financial Statements
             For the Nine Months Ended September 30, 1995 and 1994
                                  (Unaudited)

The fair value is based on currently  quoted market prices.  The carrying amount
and estimated  fair value of the  Partnership's  marketable  securities  for the
quarters ended September 30, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                                                                1995                          1994
                                                                                ----                          ----
                                                                       Carrying       Fair          Carrying           Fair
                                                                       Amount         Value         Amount             Value

Investment in Continental Information
     <S>                                                               <C>            <C>           <C>                <C>       
     Systems Corporation Stock                                         $ 15,775       $ 14,197      $       -          $        -
                                                                       ========       ========      =========          ==========
</TABLE>

As was discussed in note 2,  Marketable  Securities,  the  Partnership  received
stock in Continental Information Systems Corporation as part of the December 27,
1994 and July 20,  1995  distributions  from the  Trustee,  with  respect to the
outstanding net unsecured pre-petition claim. The receivables comprising the net
unsecured  pre-petition  claim had been fully reserved during prior years; thus,
during the second  quarter of 1995 when the stock began  actively  trading,  the
carrying  amount  for the stock  was  established  to be $2.50  per share  which
approximated fair value at June 30, 1995.

(5)   Bankruptcy of Continental Information Systems Corporation

As was  discussed in the Form 10-Q for the quarter  ended June 30, 1995,  note 5
Subsequent  Events,  the Partnership  received the second and final distribution
from the Trustee,  with respect to the net  unsecured  pre-petition  claim.  The
distribution  consisted  of cash  proceeds  of $15,287  and 985 shares of common
stock in Continental  Information  Systems  Corporation with a carrying value of
$2,463.  Following the Trustee's  second  distribution,  the  Partnership's  net
unsecured  pre-petition claim has been settled as of July 20, 1995 and there are
no other outstanding receivable balances.




<PAGE>


                WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-A
                     (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, 1995 in  comparison to the same periods in
1994.

The Partnership realized net income of $79,401 and a net loss of $47,598 for the
quarters  ended  September  30,  1995  and  1994,  respectively.  Rental  income
decreased $33,493 between the three month periods. The decrease is primarily due
to the continued  decrease in the overall size of the equipment  portfolio;  and
therefore, the rents. The sale of the equipment portfolio and the related leases
did not occur until the end of September,  1995; thus there was no direct impact
of the sale on current  quarter rental revenue.  Interest income  decreased from
1994 as a result of lower average short-term  investment balances.  Other income
has increased $58,924 from 1994 due to the result of the reduction of overstated
liabilities recorded in prior periods. The current third quarter equipment sales
resulted in a net gain on sale of equipment of $28,721 versus a net loss on sale
of equipment of $48,667 in the quarter ended September 30, 1995. The increase in
net gain on sale of  equipment  between  the two  periods  is  primarily  due to
significant  sales of  equipment  carrying  lower  net book  values in the third
quarter of 1995.  The recovery of the net unsecured  pre-petition  claim was the
result of the second and final  distribution from the Trustee of the Liquidating
Estate  of  CIS  Corporation,  et  al  ("the  Trustee"),  with  respect  to  the
outstanding claim balance.

Total costs and expenses  decreased 15% during the three month periods primarily
due to the significant decrease in depreciation expense. The Partnership did not
recognize any  depreciation  expense in the current  quarter due to a portion of
the equipment portfolio becoming fully depreciated and the sale of the equipment
portfolio.  Management fees expense  decreased in correlation with the reduction
in rental  income.  General and  administrative  expenses  increased  due to the
establishment  and  satisfaction  of  outstanding  liabilities  related  to  the
liquidation of the Partnership in 1995. For example,  the Partnership will still
need to cover costs relating to investor  reports,  Schedule K-1 preparation and
mailings, etc.

The Partnership realized net income of $110,265 and $91,583 and rental income of
$115,669 and $277,098  for the nine months  ended  September  30, 1995 and 1994,
respectively.  Rental income decreased  $161,429 between the nine month periods.
As discussed  above in the quarter  analysis,  the decrease in rental  income is
primarily  due to the  continued  decrease in the overall size of the  equipment
portfolio.  Interest income  increased as a result of higher average  short-term
investment  balances.  Other income has increased from 1994 due to the result of
the reduction of overstated  liabilities  recorded in prior  periods,  as stated
above.  The recovery of the net unsecured  pre-petition  claim was the result of
the  third  quarter  of 1995  receipt  of the  Trustee's  July  20,  1995  final
distribution along with the second quarter of 1995 establishment of the carrying
value of the stock received in the December 27, 1994 distribution.

Total costs and expenses  decreased  $91,896 or 41% during the first nine months
of 1995  primarily  as a result  of lower  depreciation  expense  exceeding  the
increase in general  and  administrative  expenses.  As  discussed  above in the
quarter analysis, depreciation expense decreased $102,529 due to a large portion
of the  equipment  portfolio  becoming  fully  depreciated  and the  sale of the
equipment  portfolio.  The reversal of provision  for doubtful  accounts for the
nine  months  is  due to  successful  collection  efforts  on  delinquent  rents
receivable.  Management  fees  expense  decreased  in relation to the decline in
rental  income.  General  and  administrative  expenses  increased  due  to  the
establishment  and  satisfaction  of  outstanding  liabilities  related  to  the
liquidation of the Partnership in 1995.



<PAGE>


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

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

The Partnership  recorded net income per Limited  Partnership  Unit of $2.91 and
$2.60 for the quarter and nine months ended September 30, 1995, respectively.

Liquidity and Capital Resources

During the fourth quarter of 1994, the General Partner  announced its intentions
of winding down the  operations  of the  Partnership  beginning  in 1995.  As of
September 30, 1995, substantially all of the assets have been liquidated and the
proceeds have been accumulated to settle all outstanding  liabilities and make a
final distribution. As discussed in note 5 Bankruptcy of Continental Information
Systems,  the Partnership  received the second and final  distribution  from the
Trustee,  with respect to the unsecured  pre-petition  claim.  The  distribution
consisted  of cash  proceeds  of  $15,287  and 985  shares  of  common  stock in
Continental  Information  Systems  Corporation  with a carrying value of $2,463.
Following  the  Trustee's  second  distribution,   the  Partnership's  unsecured
pre-petition  claim has been  settled as of July 20, 1995 and there are no other
outstanding receivable balances.

The stock  cannot be sold  immediately  by the  Partnership  due to  limitations
imposed by the Securities Exchange Act of 1933 (the "Exchange Act"). Because TLP
Leasing Programs, Inc., one of the Corporate General Partners, is a wholly-owned
subsidiary  of  Continental   Information  Systems  Corporation   ("CIS"),   the
Partnership is considered an "Affiliate" of CIS.  Accordingly,  in order for the
Partnership  to  sell  the  shares,   the  Partnership   must  comply  with  the
restrictions  imposed  by  Rule  144 of the  Exchange  Act.  In  doing  so,  the
Partnership  anticipates  selling the stock and distributing the proceeds to the
investors in the form of a final distribution within the next six months.

The Partnership's  investing activities for the nine months resulted in the sale
of its  entire  equipment  portfolio  with a cost basis of  $123,211  generating
$148,459 in proceeds.

Cash  distributions  are  currently  at  an  annual  level  of  1%  per  Limited
Partnership  Unit, or $1.25 per Limited  Partnership  Unit on a quarterly basis.
For the quarter  ended  September  30,  1995,  the  Partnership  declared a cash
distribution  of $32,921,  of which $1,646 was allocated to the General  Partner
and $31,275 was allocated to the Limited Partners. The distribution will be made
on November 28, 1995. As discussed  above,  the Partnership is accumulating  its
cash in anticipation of a final distribution.  The effects of inflation have not
been  significant to the  Partnership  and are not expected to have any material
impact in future periods.



<PAGE>

<TABLE>
<CAPTION>

                           PART II. OTHER INFORMATION

                WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-A
                     (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 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-A
(Registrant)

By:  Wellesley Leasing Partnership,
its General Partner

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


By:  Arthur P. Beecher
     President

Date:  November 14, 1995
      -------------------