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

                             -----------------------

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

                             -----------------------


For The Quarter Ended June 30, 1996                  Commission File No. 2-89177


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


         Massachusetts                                                04-2819906
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


    One Financial Center, 21st Floor, Boston, MA                           02111
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code                (617) 482-8000
 
                         ----------------------------


                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                  Yes X No ___

                             There are no Exhibits.

                                  Page 1 of 14






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


                                       INDEX                                                                         Page No.

                                                                                                               
Part I.       FINANCIAL INFORMATION

              Financial Statements

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

                   Statements of Operations For the Quarters Ended
                         June 30, 1996 and 1995 and For the Six Months Ended
                         June 30, 1996 and 1995                                                                           4

                   Statements of Cash Flows For the Six Months Ended
                         June 30, 1996 and 1995                                                                           5

                   Notes to Financial Statements                                                                      6 - 8

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

              Computer Equipment Portfolio                                                                               12

Part II.      OTHER INFORMATION

              Items 1 - 6                                                                                                13

              Signature                                                                                                  14








                          PART I. FINANCIAL INFORMATION

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

                                 Balance Sheets

                                                             Assets                 (Unaudited)            (Audited)
                                                                                      6/30/96               12/31/95

                                                                                                               
Investment property, at cost (note 3):
   Computer equipment                                                            $        877,200       $      1,322,322
     Less accumulated depreciation                                                        860,094              1,276,970
                                                                                 ----------------       ----------------
       Investment property, net                                                            17,106                 45,352

Cash and cash equivalents                                                                 171,369                290,241
Marketable securities (notes 2 and 5)                                                      26,863                 98,143
Sales receivable                                                                              425                      -
Rents receivable, net (note 2)                                                             26,278                 43,205
Accounts receivable - affiliates, net (notes 2,4 and 6)                                    24,725                  3,450
                                                                                 ----------------       ----------------

     Total assets                                                                $        266,766       $        480,391
                                                                                 ================       ================

                        Liabilities and Partners' Equity
Liabilities:
   Accounts payable and accrued expenses - affiliates (note 4)                   $          4,890       $         10,938
   Accounts payable and accrued expenses                                                   16,783                 24,758
   Unearned rental revenue                                                                  2,116                      -
                                                                                 ----------------       ----------------

     Total liabilities                                                                     23,789                 35,696
                                                                                 ----------------       ----------------

Partners' equity:
   General Partner:
     Capital contribution                                                                   1,000                  1,000
     Cumulative net income                                                                789,243                772,640
     Cumulative cash distributions                                                       (790,153)              (773,467)
     Unrealized losses on marketable securities (note 5)                                      (90)                  (173)
                                                                                 ----------------       ----------------
                                                                                                -                      -
                                                                                 ----------------       ----------------
   Limited Partners (25,363 units):
     Capital contribution, net of offering costs                                       11,298,475             11,298,475
     Cumulative net income                                                              3,966,486              3,859,448
     Cumulative cash distributions                                                    (15,013,120)           (14,696,082)
     Unrealized losses on marketable securities (note 5)                                   (8,864)               (17,146)
                                                                                 ----------------       ----------------
                                                                                          242,977                444,695
                                                                                 ----------------       ----------------
     Total partners' equity                                                               242,977                444,695
                                                                                 ----------------       ----------------

     Total liabilities and partners' equity                                      $        266,766       $        480,391
                                                                                 ================       ================


                 See accompanying notes to financial statements.







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

                            Statements of Operations
                                   (Unaudited)

                                                     Quarters Ended                         Six Months Ended
                                                        June 30,                                June 30,
                                            -------------------------------        ---------------------------------
                                                 1996              1995                1996                1995
                                            -------------------------------        ---------------------------------

                                                                                                     
Revenue:
   Rental income                            $     19,327       $     75,353         $     99,019        $    197,029
   Interest income                                 2,657              5,950                5,931              14,139
   Net gain on sale
     of equipment                                    550             28,320               94,050              45,274
   Recovery of unsecured
     pre-petition claim (note 6)                  16,602             98,848               25,397              98,848
                                            ------------       ------------         ------------        ------------

       Total revenue                              39,136            208,471              224,397             355,290
                                            ------------       ------------         ------------        ------------

Costs and expenses:
   Depreciation                                   13,661             36,343               27,321              74,900
   (Reversal of) provision for
     doubtful accounts                               379            (24,160)                 379             (48,160)
   Interest                                            -               (434)                   -               1,852
   Related party expenses (note 4):
     Management fees                               4,646              5,596               10,702              18,220
     General and administrative                   19,015             20,379               35,718              35,030
   Net loss on sale of marketable
     securities                                   26,636                  -               26,636                   -
                                            ------------       ------------         ------------        ------------

       Total costs and expenses                   64,337             37,724              100,756              81,842
                                            ------------       ------------         ------------        ------------

Net (loss) income                           $    (25,201)      $    170,747         $    123,641        $    273,448
                                            ============       ============         ============        ============

Net (loss) income per Limited
   Partnership Unit                         $      (1.32)      $       6.25         $       4.22        $       8.82
                                            ============       ============         ============        ============


                See accompanying notes to financial statements.







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

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

                                                                                           1996                      1995
                                                                                           ----                      ----

                                                                                                                    
Cash flows from operating activities:
   Net income                                                                          $    123,641             $     273,448
                                                                                       ------------             -------------

   Adjustments  to  reconcile  net  income  to net cash
     provided  by  operating  activities:
       Depreciation                                                                          27,321                    74,900
       (Reversal of) provision for doubtful accounts                                            379                   (48,160)
       Net gain on sale of equipment                                                        (94,050)                  (45,274)
       Net loss on sale of marketable securities                                             26,636                         -
       Net (increase) decrease in current assets                                             (5,152)                   16,383
       Net decrease in current liabilities                                                  (11,907)                  (68,543)
                                                                                       ------------             -------------

         Total adjustments                                                                  (56,773)                  (70,694)
                                                                                       ------------             -------------

         Net cash provided by operating activities                                           66,868                   202,754
                                                                                       ------------             -------------

Cash flows from investing activities:
   Proceeds from sales of investment property                                                94,975                    52,648
   Proceeds from sale of marketable securities                                               53,009                         -
                                                                                       ------------             -------------

         Net cash provided by investing activities                                          147,984                    52,648
                                                                                       ------------             -------------

Cash flows from financing activities:
   Principal payments on long-term debt                                                           -                   (46,161)
   Cash distributions to partners                                                          (333,724)                 (393,794)
                                                                                       ------------             -------------

         Net cash used in financing activities                                             (333,724)                 (439,955)
                                                                                       ------------             -------------

Net decrease in cash and cash equivalents                                                  (118,872)                 (184,553)

Cash and cash equivalents at beginning of period                                            290,241                   571,038
                                                                                       ------------             -------------

Cash and cash equivalents at end of period                                             $    171,369             $     386,485
                                                                                       ============             =============

Supplemental cash flow information:
   Interest paid during the period                                                     $          -             $       2,929
                                                                                       ============             =============


                 See accompanying notes to financial statements.





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

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

(1)   Organization and Partnership Matters

The foregoing financial statements of Wellesley Lease Income Limited Partnership
II-B (the  "Partnership")  have been prepared in  accordance  with the rules and
regulations of the Securities and Exchange  Commission for Form 10-Q and reflect
all  adjustments  which are, in the opinion of management,  necessary for a fair
presentation of the results for the interim periods presented.  Pursuant to such
rules and  regulations,  certain note  disclosures  which are normally  required
under  generally  accepted  accounting  principles  have  been  omitted.  It  is
recommended  that these  financial  statements be read in  conjunction  with the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1995.

(2)   Significant Accounting Policies

Allowance for Doubtful Accounts

The financial  statements  include allowances for estimated losses on receivable
balances.  The  allowances  for  doubtful  accounts  are based on past write off
experience  and an evaluation  of potential  uncollectible  accounts  within the
current  receivable  balances.  Receivable  balances  which are determined to be
uncollectible  are charged against the allowance and subsequent  recoveries,  if
any, are credited to the allowance.  At June 30, 1996 and December 31, 1995, the
allowance for doubtful  accounts  included in rents  receivable  was $16,331 and
$15,952,  respectively.  The  allowance for doubtful  accounts - affiliates  was
$31,359 and $56,756 at June 30, 1996 and December 31, 1995,  respectively,  both
of which pertained to the unsecured pre-petition claim balance.

Marketable Securities

The marketable securities are stated at fair value at the balance sheet date and
consist of 14,327  shares of common  stock in  Continental  Information  Systems
Corporation  ("CISC")  received by the  Partnership  in the  distributions  made
December  27,  1994,  July 20,  1995 and  October 20, 1995 by the Trustee of the
Liquidating  Estate of CIS Corporation,  et al ("the Trustee"),  with respect to
the outstanding unsecured pre-petition claim. During the second quarter of 1995,
the stock began trading,  thereby  providing an objective  valuation measure for
establishing the cost basis.  Unrealized gains and losses are recorded  directly
in  partners'  equity  except those gains and losses that are deemed to be other
than temporary, which would be reflected in income or loss (see note 5).

(3)   Investment Property

At June 30, 1996, the Partnership owned computer  equipment with a cost basis of
$366,593, subject to existing leases and equipment with a cost basis of $510,607
in inventory, awaiting re-lease or sale. All purchases of computer equipment are
subject to a 3% acquisition fee paid to the General Partner.





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

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

(4)   Related Party Transactions

Fees,  commissions  and other expenses paid or accrued by the Partnership to the
General  Partner or affiliates  of the General  Partner for the six months ended
June 30, 1996 and 1995 are as follows:



                                                      1996              1995
                                                      ----              ----

                                                                        
Management fees                                   $     10,702       $     18,220
Reimbursable expenses paid                              41,726             34,593
                                                  ------------       ------------

                                                  $     52,428       $     52,813
                                                  ============       ============


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. The Partnership reimburses
the General Partner and its affiliates for certain expenses  incurred by them in
connection with the operation of the Partnership.

(5)   Fair Values of Financial Instruments

Pursuant to Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity  Securities," which requires  investments
in debt and equity  securities  other than those  accounted for under the equity
method  to be  carried  at fair  value or  amortized  cost  for debt  securities
expected to be held to maturity,  the Partnership has classified its investments
in equity  securities as available  for sale.  Accordingly,  the net  unrealized
gains and losses computed in marking these  securities to market are reported as
a component of partners'  equity.  At June 30, 1996, the difference  between the
fair  value and the cost  basis of these  securities  is an  unrealized  loss of
$8,954.

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



                                                                             June 30, 1996             December  31, 1995
                                                                       -------------------------    ------------------------

                                                                       Cost           Fair          Cost            Fair
                                                                       Basis          Value         Basis           Value


                                                                                                             
Investment in Continental Information
     Systems Corporation Stock                                         $ 35,817       $ 26,863      $115,462        $ 98,143
                                                                       ========       ========      ========        ========







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

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

As was discussed in note 2,  Marketable  Securities,  the  Partnership  received
stock in CISC as part of the December  27,  1994,  July 20, 1995 and October 20,
1995 distributions from the Trustee,  with respect to the outstanding  unsecured
pre-petition  claim,  which 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.

(6)   Bankruptcy of Continental Information Systems Corporation

On January 19, 1996 and April 19, 1996,  respectively,  the Partnership received
the  fourth  and  fifth  distributions  from the  Trustee  with  respect  to the
unsecured  pre-petition claim. The fourth and fifth  distributions  consisted of
cash proceeds of $8,795 and $16,602, respectively. Following the Trustee's fifth
distribution,  the  Partnership  has a remaining  unsecured  pre-petition  claim
balance of $31,359 as of June 30, 1996 (see note 7).

(7)   Subsequent Events

On July 19,  1996,  the  Partnership  received the sixth  distribution  from the
Trustee with  respect to the  unsecured  pre-petition  claim.  The  distribution
consisted  of cash  proceeds  of $8,544 and 172 shares of common  stock in CISC.
Following the Trustee's  sixth  distribution,  the  Partnership  has a remaining
unsecured pre-petition claim balance of $22,385 as of July 19, 1996. The General
Partner  anticipates  that the  Trustee  will make future  distributions  on the
remaining outstanding claim balance, although it is not possible at this time to
determine when these distributions will be made.







                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-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 six month periods ended June 30, 1996 compared to the same periods in 1995.

The  Partnership  realized a net loss of $25,201 and net income of $170,747  for
the quarters ended June 30, 1996 and 1995, respectively. Rental income decreased
$56,026 or 74% primarily due to lower rental rates  obtained 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. Another reason
for the  significant  decrease in rental  income can be  attributed to equipment
being  returned  to  inventory  that was  previously  on  lease to Time  Warner,
Incorporated.  The  equipment  was  returned to  inventory  on January 31, 1996,
causing a $39,975  adjustment  to rental  income for the quarter  ended June 30,
1996.  Interest  income  decreased  as a  result  of  lower  average  short-term
investment balances held during the current quarter. The decrease in net gain on
sale of equipment is attributed to the fewer number of sales of equipment during
the second quarter of 1996. The recovery of the unsecured  pre-petition claim of
$16,602 for the quarter ended June 30, 1996 was the result of the receipt of the
Trustee's  fifth  distribution  on the  fully  reserved  unsecured  pre-petition
receivable (for further discussion refer to note 6 to the financial statements).

Total  costs and  expenses  increased  $26,613 or 71% during the current quarter
primarily  as  a  result  of  the  $26,636  net  loss on  the sale of marketable
securities recognized in the quarter ended June 30, 1996. In addition, the total
costs were lower in the prior  quarter due to the $24,160  reversal of provision
for doubtful  accounts in 1995,  which  effectively  offset the current  quarter
decrease in depreciation expense of $22,682, resulting from an increased portion
of the equipment portfolio being fully depreciated. During the second quarter of
1996, the Partnership  recognized a provision for doubtful  accounts of $379 for
delinquent  rents  receivable.  Management  fees  decreased  as a result  of the
decline in rental income.  However,  because management fees paid are a function
of rental receipts received,  the large reversal of rental income of $39,975, as
discussed above, had no impact on management fee expense.

The Partnership  realized net income of $123,641 and $237,448 for the six months
ended June 30, 1996 and 1995,  respectively.  The  Partnership  realized  rental
income of $99,019 and  $197,029 for the six months ended June 30, 1996 and 1995,
respectively. As discussed above in the quarter analysis, the decrease in rental
income can be  attributed  to the  re-lease of  equipment  at lower  rates,  the
overall decrease in the equipment  portfolio and the $39,975 adjustment made for
equipment  that came off lease and was returned to  inventory.  Interest  income
decreased in 1996 due to the lower average short-term  investment  balances held
during  the  first  six  months  of 1996.  The  increase  in net gain on sale of
equipment  from the prior year is  attributed  to the larger  number of sales of
fully  depreciated  equipment  during the first quarter of 1996. The recovery of
the unsecured pre-petition claim of $25,397 and $98,848 for the six months ended
June 30,  1996 and 1995,  respectively,  was the  result of the  receipt  of the
Trustee's  distributions  on  the  fully  reserved unsecured  pre-petition claim
receivable.






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

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

Total costs and expenses  increased  $18,914 or 23% in  comparison  to the prior
period  primarily as a result of the  recognition of the $26,636 net loss on the
sale of marketable  securities in the second quarter of 1996. As discussed above
in the quarter  analysis,  the total costs were unusually low in 1995 due to the
$48,160  reversal of provision  for  doubtful  accounts for the six months ended
June 30,  1995.  Depreciation  expense  between the six month  period  decreased
$47,579  due to an  increased  portion of the  equipment  portfolio  being fully
depreciated.  The  prior  year  reversal  of  provision  for  doubtful  accounts
effectively offset the current year decrease in depreciation expense. Management
fees decreased due to the reduction in rental income as mentioned in the quarter
analysis above. General and administrative expenses remained relatively constant
between the two six month periods.

The  Partnership had a net loss and net income per Limited  Partnership  Unit of
$1.32 and $6.25 for the quarters ended June 30, 1996 and 1995, respectively, and
net income of $4.22 and $8.82 for the six months  ended June 30,  1996 and 1995,
respectively.  The  allocation for the six months ended June 30, 1996 includes a
cost  recovery  allocation  of profit and loss  among the  General  and  Limited
Partners  which results in an allocation of net loss to the Limited  Partners in
the first and second quarters of 1996. This cost recovery allocation is required
to maintain capital accounts consistent with the distribution  provisions of the
Partnership Agreement.  In certain periods, the cost recovery of profit and loss
may result in an  allocation  of net loss to the Limited  Partners in  instances
when the Partnership's operations were profitable for the period.

Liquidity and Capital Resources

For the six months ended June 30, 1996,  rental revenue generated from operating
leases and sales  proceeds  generated  from  equipment  sales  were the  primary
sources of funds for the Partnership. As equipment leases terminate, the General
Partner  determines  if the  equipment  will be  extended  to the  same  lessee,
remarketed to another lessee,  or if it is less marketable,  sold. This decision
is made upon analyzing which option would generate the most favorable results.

Rental income will continue to decrease due to two factors.  The first factor is
the lower rate obtained due to the  remarketing  of existing  equipment upon the
expiration of the original lease.  Typically the remarketed  rates are lower due
to the decrease in useful life of the equipment. 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.  Future rental revenues
amount to $48,591 and are to be received during the current year.

During the fourth quarter of 1995, the General Partner  announced its intentions
of winding  down the  operations  of the  Partnership.  It is  anticipated  that
substantially all of the assets will be liquidated and the proceeds will be used
to settle all outstanding liabilities and make a final distribution during 1996.
The Partnership  will not be terminated until the unsecured  pre-petition  claim
against CIS Corporation has been settled and any stock received, sold.






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

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

The  Partnership's  investing  activities for the current six months resulted in
sales of fully depreciated equipment,  generating $94,975 in sales proceeds. 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
operations of the  Partnership.  The Partnership also sold 31,858 shares of CISC
stock having a cost basis of $79,645, generating net sale proceeds in the amount
of $53,009.

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  June  30,  1996,  the  Partnership   declared  a  cash
distribution  of $133,489,  of which $6,674 is allocated to the General  Partner
and $126,815 is allocated to the Limited Partners. The distribution will be made
on August 29, 1996. The Partnership  expects  distributions  to 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 future periods.

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





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

                    Computer Equipment Portfolio (Unaudited)
                                  June 30, 1996

Lessee

Allied Signal Corporation
FAX International, Incorporated
Halliburton Company
Hughes Aircraft Company, Incorporated
Lamson & Sessions, Incorporated
Metropolitan Edison Company, Incorporated
Time Warner, Incorporated



Equipment Description                       Acquisition Price

                                                       
Computer Peripherals                         $        561,408
Processors & Upgrades                                   4,386
Telecommunications                                     39,474
Other                                                 271,932
                                             ----------------

                                             $        877,200
                                             ================








                           PART II. OTHER INFORMATION

                 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-B
                      (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







                                   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 II-B
(Registrant)

By:    Wellesley Leasing Partnership,
       its General Partner

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


Date:  August 14, 1996

By:    Arthur P. Beecher,
       President