UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                          _______________________

                                 FORM 10-Q
                Quarterly Report Under Section 13 or 15(d)
           of the United States Securities Exchange Act of 1934

                          _______________________


For Quarter Ended March 31, 1995         Commission File No. 2-84106
                                     
                                     
               WELLESLEY LEASE INCOME LIMITED PARTNERSHIP D
          (Exact name of registrant as specified in its charter)


         Massachusetts                                    04-2794296
(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 2)

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


                       INDEX                                       Page No.
                                                                
                                     
Part I.   FINANCIAL INFORMATION

Financial Statements

Balance Sheets as of March 31, 1995 and December 31, 1994          3

Statements of Operations For the Quarters Ended
  March 31, 1995 and 1994                                          4

Statements of Cash Flows For the Quarters Ended
  March 31, 1995 and 1994                                          5

Notes to Financial Statements                                      6 - 7

Management's Discussion and Analysis of Financial Condition
  and Results of Operations                                        8 - 9

Computer Equipment Portfolio                                       10

Part II.   OTHER INFORMATION

Items 1 - 6                                                        11

Signature                                                          12

(Page 3)

                      PART I.  FINANCIAL INFORMATION
                                     
               WELLESLEY LEASE INCOME LIMITED PARTNERSHIP D
                   (A Massachusetts Limited Partnership)

                              Balance Sheets

                                  Assets

                                             (Unaudited)   (Audited)
                                              3/31/95       12/31/94
                                                    
Investment property, at cost (note 3):
 Computer equipment                          $ 2,118,653  $ 2,541,961
  Less accumulated depreciation                1,999,520    2,395,541
                                             ------------------------
   Investment property, net                      119,133      146,420

Cash and cash equivalents                        275,679      434,029
Rents receivable, net of allowance for
 doubtful accounts (note 2)                       23,955       16,161
Sales receivable, net of allowance
 for doubtful accounts (note 2)                      618            -
                                             ------------------------
  Total assets                               $   419,385  $   596,610
                                             ------------------------
                                             ------------------------


                     Liabilities and Partners' Equity
                                                    
Liabilities:
 Accounts payable and accrued
  expenses - affiliates (note 4)             $    24,770  $    28,766
 Accrued expenses                                  3,657        9,854
 Accounts payable                                 60,076       78,859
 Unearned rental revenue                           2,944        5,242
 Distribution payable                             11,994            -
                                             ------------------------
  Total liabilities                              103,441      122,721
                                             ------------------------


                                                    
Partners' equity:
 General Partner:
  Capital contribution                             1,000        1,000
  Cumulative net income                        1,234,030    1,185,408
  Cumulative cash distributions               (1,235,030)  (1,223,036)
                                             ------------------------
                                                       -      (36,628)
                                             ------------------------
 Limited Partners (36,463 units):
  Capital contribution, net of offering
     costs                                    16,259,064   16,259,064
  Cumulative net income                        7,522,281    7,488,960
  Cumulative cash distributions              (23,465,401) (23,237,507)
                                             ------------------------
                                                 315,944      510,517
                                             ------------------------
  Total partners' equity                         315,944      473,889
                                             ------------------------                                             
  Total liabilities and partners' equity     $   419,385  $   596,610
                                             ------------------------
                                             ------------------------

              See accompanying notes to financial statements.
(Page 4)

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

                         Statements of Operations
              For the Quarters Ended March 31, 1995 and 1994
                                (Unaudited)

                                                  1995         1994
Revenue:
                                                       
 Rental income                                  $ 95,265     $ 155,394
 Interest income                                   5,437         1,952
 Other income                                          -        26,114
 Net gain on sale of equipment                    27,997        33,806
                                                ----------------------
   Total revenue                                 128,699       217,266
                                                ----------------------
Costs and expenses:
 Depreciation                                     25,296        65,449
 Reversal of provision for doubtful accounts      (1,114)            -
 Interest                                             43             -
 Related party expenses (note 4):
  Management fees                                  5,440        11,418
  General and administrative                      17,091        21,368
                                                ----------------------
   Total costs and expenses                       46,756        98,235
                                                ----------------------
Net income                                      $ 81,943     $ 119,031
                                                ----------------------
                                                ----------------------
Net income (loss) per Limited
 Partnership Unit                               $   0.91     $   (0.80)
                                                ----------------------
                                                ----------------------

              See accompanying notes to financial statements.
(Page 5)                                     

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

                         Statements of Cash Flows
              For the Quarters Ended March 31, 1995 and 1994
                                (Unaudited)

                                                     1995        1994
Cash flows from operating activities:
                                                        
 Net income                                       $  81,943   $ 119,031
                                                  ---------------------
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation                                      25,296      65,449
   Reversal of provision for doubtful accounts       (1,114)          -
   Net gain on sale of equipment                    (27,997)    (33,806)
   Net increase in current assets                    (7,298)    (17,380)
   Net decrease in current liabilities              (31,274)    (46,198)
                                                  ---------------------
     Total adjustments                              (42,387)    (31,935)
                                                  ---------------------
     Net cash provided by operating activities       39,556      87,096
                                                  ---------------------
Cash flows from investing activities:
 Proceeds from sale of investment property           29,988      37,892
                                                  ---------------------
     Net cash provided by investing activities       29,988      37,892
                                                  ---------------------
Cash flows from financing activities:
 Cash distributions to partners                    (227,894)   (191,911)
                                                  ---------------------
     Net cash used in financing activities         (227,894)   (191,911)
                                                  ---------------------
Net decrease in cash and cash equivalents          (158,350)    (66,923)

Cash and cash equivalents at beginning of period    434,029     348,438
                                                  ---------------------
Cash and cash equivalents at end of period        $ 275,679   $ 281,515
                                                  ---------------------
                                                  ---------------------
Supplemental cash flow information:
 Interest paid during the period                  $   1,120   $       -
                                                  ---------------------
                                                  ---------------------

              See accompanying notes to financial statements.
(Page 6)
               WELLESLEY LEASE INCOME LIMITED PARTNERSHIP D
                   (A Massachusetts Limited Partnership)

                       Notes to Financial Statements
                                (Unaudited)

(1)   Organization and Partnership Matters

The foregoing financial statements of Wellesley Lease Income
Limited Partnership D (the "Partnership") have been prepared
in   accordance  with  the  rules  and  regulations  of  the
Securities and Exchange Commission for Form 10-Q and reflect
all  adjustments  which are, in the opinion  of  management,
necessary  for  a fair presentation of the results  for  the
interim  periods  presented.  Pursuant  to  such  rules  and
regulations,  certain note disclosures  which  are  normally
required under generally accepted accounting principles have
been  omitted.   It  is  recommended  that  these  financial
statements  be  read in conjunction with  the  Partnership's
Annual  Report on Form 10-K for the year ended December  31,
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 March 31, 1995 and December 31, 1994, the
allowance for doubtful accounts included in rents receivable
was  $27,743  and $28,289, respectively, and  $82  and  $650
included in sales receivable, respectively.

Reclassifications

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

(3)   Investment Property

At  March 31, 1995, the Partnership owned computer equipment
with  a  depreciated  cost  basis of  $113,059,  subject  to
existing leases and equipment with a depreciated cost  basis
of  $6,074  in  inventory, awaiting re-lease or  sale.   All
purchases  of  computer  equipment  are  subject  to  a   3%
acquisition fee paid to the General Partner.

(Page 7)
(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 quarters ended March 31,  1995  and
1994 are as follows:



                          1995        1994
                                
Management fees           $ 5,440     $11,418
Reimbursable expenses
 paid                      19,432      18,261
                          -------------------
                          $24,872     $29,679
                          -------------------                          
                          -------------------

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.

(Page 8)
               WELLESLEY LEASE INCOME LIMITED PARTNERSHIP D
                   (A Massachusetts Limited Partnership)
                                     
                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations
                                (Unaudited)

Results of Operations

The  following discussion relates to Partnership  operations
for  the quarter ended March 31, 1995 in comparison  to  the
quarter ended March 31, 1994.

The  Partnership realized net income of $81,943 and $119,031
for   the   quarters  ended  March  31,  1995,   and   1994,
respectively.   Rental  income  decreased  $60,129  or   39%
between  the three month periods.  The decrease is primarily
due  to lower rental rates on equipment lease extensions and
remarketings resulting after the initial lease term  expires
and  due  to a decrease in the overall size of the equipment
portfolio.   Other income in 1994 is a result of the  write-
off  of  overstated  liabilities recorded  in  prior  years.
Interest income has increased as a result of higher  average
short-term investment balances.

Total costs and expenses decreased 52% in 1995, primarily as
a   result   of   the  decrease  in  depreciation   expense.
Depreciation expense decreased due to a large portion of the
equipment  portfolio  becoming  fully  depreciated  and   an
overall  reduction  in the equipment portfolio.   Management
fees  and general and administrative expenses have decreased
in  relation to the decline in rental income.  The  reversal
of  the provision for doubtful accounts is due to successful
collection efforts on delinquent rents receivable.

The   Partnership   had  net  income  (loss)   per   Limited
Partnership  Unit  of $0.91 and $(0.80) in  1995  and  1994,
respectively.

Liquidity and Capital Resources

For  the  quarter  ended  March  31,  1995,  rental  revenue
generated  from operating leases was the primary  source  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  options  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 at a lower rate.  Typically
the remarketed rates are lower due to the decrease in 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.

(Page 9)

During  the  fourth  quarter of 1994,  the  General  Partner
announced  its intentions of winding down the operations  of
the   Partnership   in   1995.   It  is   anticipated   that
substantially all of the assets will be liquidated  and  the
proceeds  will be used to settle all outstanding liabilities
and  to make a final distribution.  The Partnership will not
be  terminated  until the net unsecured  pre-petition  claim
against  CIS  and  CMI has been settled  and  the  remaining
proceeds have been distributed to the Partners.

The  Partnership's  investing  activities  for  the  quarter
resulted in equipment sales with a depreciated cost basis of
$5,690, generating $29,988 in proceeds.  Associated with the
equipment sales were $3,699 of charge offs of losses 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 reinvestment  period
and  has  announced  its  intentions  of  winding  down  the
Partnership in 1995.

Cash  distributions are currently at an annual level  of  4%
per   Limited   Partnership  Unit,  or  $5.00  per   Limited
Partnership  Unit  on a quarterly basis.   For  the  quarter
ended  March  31,  1995,  the Partnership  declared  a  cash
distribution  of $191,911, of which $9,596 is  allocated  to
the General Partner and $182,315 is allocated to the Limited
Partners.   The distribution will be paid on May  31,  1995.
The Partnership expects distributions to be more volatile as
its operations are winding down.

The  effects of inflation have not been significant  to  the
Partnership and are not expected to have any material impact
in the future periods.

(Page 10)
               WELLESLEY LEASE INCOME LIMITED PARTNERSHIP D
                   (A Massachusetts Limited Partnership)

                 Computer Equipment Portfolio (Unaudited)
                              March 31, 1995

Lessee

ADP, Incorporated
Allied Signal Corporation
Caterpillar, Incorporated
Citicorp Services, Incorporated
FAX International, Incorporated
Genix Corporation
GPU Service Corporation
Halliburton Company
Hughes Aircraft Company, Incorporated
Kroger, Incorporated
Maryland Casualty Insurance, Incorporated
Owens Corning Fiberglass, Incorporated
Smith Kline, Incorporated



Equipment Description     Acquisition Price
                       
Computer peripherals      $1,059,327
Processors & upgrades         42,373
Telecommunications           127,119
Other                        889,834
                          ---------- 
                          $2,118,653
                          ----------
                          ----------

(Page 11)

                        PART II.  OTHER INFORMATION

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


      
Item 1.  Legal Proceedings
         Response:  None

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

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

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

Item 5.  Other Information
         Response:  None

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

         A.  None

         B.  None


(Page 12)
                                SIGNATURES



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 D
(Registrant)

By:Wellesley Leasing Partnership,
its General Partner

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


Date:  May 12, 1995
By: Arthur P. Beecher,
    President