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-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 13

<PAGE>

<TABLE>
<CAPTION>

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


                                     INDEX                                                                          Page No.

Part I.       FINANCIAL INFORMATION

<S>           <C>                                                                                                   <C>
              Financial Statements

                    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 For 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

              Computer Equipment Portfolio                                                                               11

Part II.      OTHER INFORMATION

              Items 1 - 6                                                                                                12

              Signature                                                                                                  13
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         Part I. FINANCIAL INFORMATION

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

                                 Balance Sheets

                                    Assets                                           (Unaudited)             (Audited)
                                                                                       9/30/95                12/31/94
Investment property, at cost (note 3):
<S>                                                                               <C>                           <C>      
   Computer equipment                                                             $     1,710,632               1,779,340
     Less accumulated depreciation                                                      1,602,652               1,518,715
                                                                                        ---------               ---------
       Investment property, net                                                           107,980                 260,625

Cash and cash equivalents                                                                  78,277                  75,704
Marketable securities (notes 2 and 6)                                                       9,457                       -
Rents receivable (note 2)                                                                  28,663                   8,633
Accounts receivable - affiliates, net (notes 2 and 4)                                           -                       -
                                                                                                -                       -

     Total assets                                                                 $       224,377         $       344,962
                                                                                  =       =======         =       =======

                        Liabilities and Partners' Equity
Liabilities:
   Current portion of long-term debt (note 5)                                     $         3,482         $        34,018
   Accounts payable and accrued expenses - affiliates (note 4)                             18,133                  25,608
   Accounts payable and accrued expenses                                                   42,088                 118,063
   Distribution payable                                                                     1,646                       -
   Unearned rental revenue                                                                      -                  19,148
                                                                                            -----                  ------

     Total liabilities                                                                     65,349                 196,837
                                                                                           ------                 -------

Partners' equity:
   General Partner:
     Capital contribution                                                                   1,000                   1,000
     Cumulative net income                                                                655,822                 643,610
     Cumulative cash distributions                                                       (654,862)               (646,632)
                                                                                         --------                -------- 
                                                                                            1,960                  (2,022)
                                                                                            -----                  ------ 
   Limited Partners (25,020 Units):
     Capital contribution, net of
       offering costs                                                                  11,139,998              11,139,998
     Cumulative net income                                                              1,460,567               1,296,220
     Cumulative cash distributions                                                    (12,442,446)            (12,286,071)
                                                                                      -----------             ----------- 
                                                                                          158,119                 150,147
                                                                                          -------                 -------
     Unrealized losses on marketable securities (note 6)                                   (1,051)                      -
                                                                                           ------                 -------
     Total partners' equity                                                               159,028                 148,125
                                                                                          -------                 -------

     Total liabilities and partners' equity                                       $       224,377         $       344,962
                                                                                  =       =======         =       =======
</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,
                                                      -------------                           -------------
                                                 1995              1994                1995                1994
                                                 ----              ----                ----                ----
Revenue:
<S>                                         <C>                <C>                  <C>                 <C>         
   Rental income                            $    117,174       $    123,121         $    355,205        $    448,027
   Interest income                                   717              2,163                2,651               4,451
   Net gain (loss) on sale
     of equipment                                    825            (14,351)               3,562              (5,087)
   Recovery of net unsecured
     pre-petition claim (note 7)                  19,646                  -               30,154                   -
                                                  ------             ------               ------              ------

       Total revenue                             138,362            110,933              391,572             447,391
                                                 -------            -------              -------             -------

Costs and expenses:
   Depreciation                                   50,738             71,655              152,645             223,900
   (Reversal of) provision for
     doubtful accounts                               443             (4,759)              (7,537)             (4,759)
   Interest                                          162                744                1,007               3,635
   Related party expenses (note 4):
     Management fees                               5,731              7,520               17,973              28,447
     General and administrative                   16,718             15,694               50,925              50,202
                                                  ------             ------               ------              ------

       Total costs and expenses                   73,792             90,854              215,013             301,425
                                                  ------             ------              -------             -------

Net income                                  $     64,570       $     20,079         $    176,559        $    145,966
                                            =     ======       =     ======         =    =======        =    =======

Net income per Limited
   Partnership Unit                         $       2.43       $       0.74         $       6.57        $       4.99
                                            =       ====       =       ====         =       ====        =       ====
</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, 1995 and 1994
                                  (Unaudited)

                                                                                           1995                      1994
                                                                                           ----                      ----
Cash flows from operating activities:
<S>                                                                                    <C>                      <C>          
   Net income                                                                          $    176,559             $     145,966
                                                                                       -    -------             -     -------

   Adjustments  to  reconcile  net  income  to net cash  provided  by  operating
     activities:
       Depreciation                                                                         152,645                   223,900
       Reversal of provision for doubtful accounts                                           (7,537)                   (4,759)
       Net (gain) loss on sale of equipment                                                  (3,562)                    5,087
       Net (increase) decrease in current assets                                            (23,001)                   20,192
       Net decrease in current liabilities                                                 (102,598)                  (37,482)
                                                                                           --------                   ------- 

         Total adjustments                                                                   15,947                   206,938
                                                                                             ------                   -------

         Net cash provided by operating activities                                          192,506                   352,904
                                                                                            -------                   -------

Cash flows from investing activities:
   Purchase of investment property                                                                -                  (144,097)
   Proceeds from sales of investment property                                                 3,562                   122,377
                                                                                              -----                   -------

         Net cash provided by (used in) investing activities                                  3,562                   (21,720)
                                                                                              -----                   ------- 

Cash flows from financing activities:
   Principal payments on long-term debt                                                     (30,536)                  (90,776)
   Cash distributions to partners                                                          (162,959)                 (296,289)
                                                                                           --------                  -------- 

         Net cash used in financing activities                                             (193,495)                 (387,065)
                                                                                           --------                  -------- 

Net increase (decrease) in cash and cash equivalents                                          2,573                   (55,881)

Cash and cash equivalents at beginning of period                                             75,704                   111,975
                                                                                             ------                   -------

Cash and cash equivalents at end of period                                             $     78,277             $      56,094
                                                                                       =     ======             =      ======

Supplemental cash flow information:
   Interest paid during the period                                                     $      2,083             $       4,228
                                                                                       =      =====             =       =====
</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, 1995 and 1994
                                  (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, 1994.

(2)   Significant Accounting Policies

Allowance for Doubtful Accounts

The financial  statements  include allowances for estimated losses on receivable
balances.  The  allowances  for  doubtful  accounts  are based on past write off
experience  and an evaluation  of potential  uncollectible  accounts  within the
current  receivable  balances.  Receivable  balances  which are determined to be
uncollectible  are charged against the allowance and subsequent  recoveries,  if
any, are credited to the allowance. At September 30, 1995 and December 31, 1994,
the allowance for doubtful  accounts included in rents receivable was $1,508 and
$9,046,  respectively.  The allowance for doubtful accounts included in accounts
receivable  -  affiliates  was  $20,820 and  $40,466 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 6).

Reclassifications

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

(3)   Investment Property

At  September  30,  1995,  the  Partnership  owned  computer  equipment  with  a
depreciated cost basis of $107,980 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
                                  (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, 1995 and 1994 are as follows:

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

      <S>                                      <C>                          <C>         
      Equipment acquisition fees               $          -                 $      4,197
      Management fees                                17,973                       28,447
      Reimbursable expenses paid                     49,753                       41,658
                                                     ------                       ------

                                               $     67,726                 $     74,302
                                               =     ======                 =     ======
</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)   Long-term Debt

Long-term debt at September 30, 1995, consists of one installment note from Bank
of Lincolnwood for $3,482 with an interest rate of 6.25%,  collateralized by the
equipment  with a net book value of $29,047,  and the  assignment of the related
lease. Such long-term debt matures in 1995.

(6)   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 $1,051.

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                                         $ 10,508       $ 9,457       $       -          $        -
                                                                       ========       =======       =========          ==========
</TABLE>



<PAGE>


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

                         Notes to Financial Statements
                                  (Unaudited)

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.

(7)   Bankruptcy of Continental Information Systems Corporation

As was  discussed in the Form 10-Q for the quarter  ended June 30, 1995,  note 6
Subsequent  Events,  the Partnership  received the second  distribution from the
Trustee with respect to the net unsecured  pre-petition  claim. The distribution
consisted  of  cash  proceeds  of  $19,646.   Following  the  Trustee's   second
distribution,  the Partnership has a remaining net unsecured  pre-petition claim
of $20,820 as of September 30, 1995 (see note 8).

(8)   Subsequent Events

On October 20, 1995, the Partnership  received the third  distribution  from the
Trustee with respect to the net unsecured  pre-petition  claim. The distribution
consisted of cash proceeds of $905 and 577 shares of common stock in Continental
Information  Systems  Corporation with a carrying value of $1,443.  The cash and
stock will be reflected in the financial  statements  for the fourth  quarter of
1995.  Following the Trustee's third  distribution and an additional  charge off
made during the year, the Partnership has a remaining net unsecured pre-petition
claim balance of $16,976 as of October 20, 1995. The General Partner anticipates
that the  Liquidating  Estate 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, 1995 in  comparison to the same periods in
the prior year.

The  Partnership  realized  net income of $64,570 and  $20,079 for the  quarters
ended September 30, 1995 and 1994, respectively.  Rental income decreased $5,947
or 5% due to lower  rental  rates  obtained on  equipment  lease  extension  and
remarketings  resulting  after the  initial  lease term  expires  and due to the
slight decrease in the overall size of the equipment portfolio.  Interest income
decreased  as a result of lower  average  short-term  investment  balances.  The
current  quarter  equipment sales resulted in a net gain on sale of equipment of
$825  versus a net loss on sale of  equipment  of $14,351 in the  quarter  ended
September 30, 1994. The net gain on sale of equipment was due to equipment sales
being fully  depreciated thus producing $825 in sales proceeds.  The recovery of
the net unsecured  pre-petition claim was the result of the second  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  19%  between the three month  periods as a
result of lower depreciation expense. Depreciation expense decreased between the
three month periods due to a large portion of the equipment  portfolio  becoming
fully depreciated and because of the reduction in the equipment  portfolio.  The
Partnership established a provision for doubtful accounts of $443 in the current
quarter to reserve for delinquent rents  receivable.  Interest expense decreased
between the three month periods due to the continued  paydown of long-term debt.
For the quarter ended September 30, 1995,  management fees expense  decreased in
correlation to the reduction in rental income.

The Partnership realized net income of $176,559 and $145,966 for the nine months
ended September 30, 1995 and 1994, respectively. The Partnership realized rental
income of $355,205 and $448,027 for the nine months ended September 30, 1995 and
1994, respectively. As discussed in the quarter analysis above, the 21% decrease
in rental income  between 1995 and 1994 can be attributed to the  remarketing of
equipment at lower rates and the overall  decrease in the  equipment  portfolio.
The  decrease  in  interest  income  can  be  attributed  to the  lower  average
short-term  investment  balances.  As mentioned  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 second distribution along with the second quarter
of 1995  establishment  of the  carrying  value  of the  stock  received  in the
December  27,  1994  distribution.  The  receivables  associated  with the stock
settlement had been fully reserved in a prior year; accordingly, the Partnership
was able to show a recovery on those  receivables  as of June 30, 1995, at which
time an objective  stock value could be  determined  due to the stock's  trading
activities.

Total costs and expenses  decreased  $86,412 or 29% in 1995 as a result of lower
depreciation  expense  combined  with  the$10,474  decrease in  management  fees
expense. Depreciation expense decreased between 1995 and 1994 due to the initial
equipment  portfolio  becoming fully depreciated and due to the reduction of the
Partnership's  equipment portfolio.  Interest expense decreased between 1995 and
1994 due to the continued  paydown of long-term  debt. As discussed  above,  the
decrease in management  fees expense  reflects a decline in rental  income.  The
reversal of provision for doubtful  accounts was generated in the second quarter
of 1995 due to successful collection efforts on delinquent rents receivable.



<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 quarter and nine months ended  September  30, 1995,  the  Partnership
recorded  net  income  per  Limited   Partnership   Unit  of  $2.43  and  $6.57,
respectively.

Liquidity and Capital Resources

For the nine months ended September 30, 1995,  rental revenue generated from the
operating  leases was the primary  source of funds for the  Partnership.  As the
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.  The first factor is
the rate obtained when the original leases expire and are remarketed. Typically,
the  remarketed  rates are lower due to the  decrease  in the useful life of the
equipment.  Secondly,  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 a reduction
in the rate of cash  distributions.  Future rental  revenues on existing  leases
amount to $151,520 and are to be received over the next three years.

In the  first  nine  months  of 1995,  the  Partnership's  investing  activities
resulted in equipment sales with a depreciated  cost basis of $1,727  generating
$3,562 in  proceeds.  Associated  with the  equipment  sales were $1,727 of loss
charge offs against the reserve, initially set up in prior periods for estimated
losses on the ultimate disposition of equipment. The Partnership has no material
capital expenditure commitments and will not purchase equipment in the future as
the Partnership has reached the end of its investment period.

The Partnership's  financing  activities for the year resulted in the paydown on
long-term debt of $30,536.  The Partnership will pay off its remaining long-term
debt obligation of $3,482 in 1995.

Cash distributions are 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 is allocated to the General Partner and $31,275 is allocated to the
Limited  Partners.  The  distribution  will be made on November  28,  1995.  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 a material impact in future periods.



<PAGE>


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

                    Computer Equipment Portfolio (Unaudited)
                               September 30, 1995

Lessee

Brian Unlimited Distribution Company
Brylane, Incorporated
Crowley Foods, Incorporated
FAX International, Incorporated
Goodyear Tire & Rubber Company, Incorporated
Halliburton Company, Incorporated
Hughes Aircraft Company, Incorporated
Maryland Casualty Insurance Company, Incorporated
Packard Hughes Interconnect, Incorporated
Western Atlas Company, Incorporated

<TABLE>
<CAPTION>
Equipment Description                                                                  Acquisition Price

<S>                                                                                      <C>            
Computer peripherals                                                                     $     1,231,655
Processors & upgrades                                                                            119,744
Other                                                                                            359,233
                                                                                               ---------

                                                                                         $     1,710,632
                                                                                         =     =========
</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 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

By:  Arthur P. Beecher,
     President


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