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                                                                      EXHIBIT 11

                                                      January 28, 1999

The Travelers Insurance Company
The Travelers Fund UL III for Variable Life Insurance
One Tower Square
Hartford, Connecticut 06183

Gentlemen:

      With reference to the Registration Statement on Form S-6 filed by The
Travelers Insurance Company and The Travelers Fund UL III for Variable Life
Insurance with the Securities and Exchange Commission covering variable life
insurance policies, I have examined such documents and such law as I have
considered necessary and appropriate, and on the basis of such examination, it
is my opinion that:

      1.  The Travelers Insurance Company is duly organized and existing under
          the laws of the State of Connecticut and has been duly authorized to
          do business and to issue variable life insurance policies by the
          Insurance Commission of the State of Connecticut.

      2.  The Travelers Fund UL III for Variable Life Insurance is a duly
          authorized and validly existing separate account established pursuant
          to Section 38a-433 of the Connecticut General Statutes.

      3.  The variable life insurance policies covered by the above Registration
          Statement, will be approved and authorized by the Insurance
          Commissioner of the State of Connecticut and when issued will be
          valid, legal and binding obligations of The Travelers Insurance
          Company and The Travelers Fund UL III for Variable Life Insurance.

      4.  Assets of The Travelers Fund UL III for Variable Life Insurance are
          not chargeable with liabilities arising out of any other business The
          Travelers Insurance Company may conduct.

      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under the caption
"Legal Proceedings and Opinion" in the Prospectus constituting a part of the
Registration Statement.

                                          Very truly yours,

                                          /s/Katherine M. Sullivan
                                          General Counsel
                                          The Travelers Insurance Company