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                                                                      EXHIBIT 12

              THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE


                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS:

      That I, MICHAEL A. CARPENTER of Greenwich, Connecticut, Director and
Chairman of the Board of The Travelers Insurance Company (hereafter the
"Company"), do hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary
of said Company, and KATHLEEN A. McGAH, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form S-6 or other appropriate form under the Securities Act of
1933 and the Investment Company Act of 1940 for The Travelers Fund UL III for
Variable Life Insurance, a separate account of the Company dedicated
specifically to the funding of variable life insurance contracts to be offered
by said Company, and further, to sign any and all amendments thereto, including
post-effective amendments, that may be filed by the Company on behalf of said
registrant.

      IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of January
1999.

                                       /s/Michael A. Carpenter
                                       Director and Chairman of the Board
                                       The Travelers Insurance Company


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              THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE


                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS:

      That I, J. ERIC DANIELS of Farmington, Connecticut, Director, President
and Chief Executive Officer of The Travelers Insurance Company (hereafter the
"Company"), do hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary
of said Company, and KATHLEEN A. McGAH, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form S-6 or other appropriate form under the Securities Act of
1933 for The Travelers Fund UL III for Variable Life Insurance, a separate
account of the Company dedicated specifically to the funding of variable life
insurance contracts to be offered by said Company, and further, to sign any and
all amendments thereto, including post-effective amendments, that may be filed
by the Company on behalf of said registrant.

      IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of January
1999.

                                 /s/J. Eric Daniels
                                 Director, President and Chief Executive Officer
                                 The Travelers Insurance Company


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              THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE


                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS:

      That I, JAY S. BENET of West Hartford, Connecticut, Director, Senior Vice
President and Chief Financial Officer, Chief Accounting Officer and Controller
of The Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead, to sign registration statements on behalf of said Company on Form S-6 or
other appropriate form under the Securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Fund UL III for Variable Life Insurance, a
separate account of the Company dedicated specifically to the funding of
variable life insurance contracts to be offered by said Company, and further, to
sign any and all amendments thereto, including post-effective amendments, that
may be filed by the Company on behalf of said registrant.

      IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of January
1999.

                                       /s/Jay S. Benet
                                       Director, Senior Vice President and
                                       Chief Financial Officer
                                       Chief Accounting Officer and Controller
                                       The Travelers Insurance Company


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              THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE


                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS:

      That I, GEORGE C. KOKULIS of Simsbury, Connecticut, a director and Senior
Vice President of The Travelers Insurance Company (hereafter the "Company"), do
hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary of said Company,
and KATHLEEN A. McGAH, Assistant Secretary of said Company, or either one of
them acting alone, my true and lawful attorney-in-fact, for me, and in my name,
place and stead, to sign registration statements on behalf of said Company on
Form S-6 or other appropriate form under the Securities Act of 1933 and the
Investment Company Act of 1940 for The Travelers Fund UL III for Variable Life
Insurance, a separate account of the Company dedicated specifically to the
funding of variable life insurance contracts to be offered by said Company, and
further, to sign any and all amendments thereto, including post-effective
amendments, that may be filed by the Company on behalf of said registrant.

      IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of January
1999.

                                       /s/George C. Kokulis
                                       Director and Senior Vice President
                                       The Travelers Insurance Company


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              THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE


                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS:

      That I, ROBERT I. LIPP of Scarsdale, New York, a director of The Travelers
Insurance Company (hereafter the "Company"), do hereby make, constitute and
appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH,
Assistant Secretary of said Company, or either one of them acting alone, my true
and lawful attorney-in-fact, for me, and in my name, place and stead, to sign
registration statements on behalf of said Company on Form S-6 or other
appropriate form under the Securities Act of 1933 and the Investment Company Act
of 1940 for The Travelers Fund UL III for Variable Life Insurance, a separate
account of the Company dedicated specifically to the funding of variable life
insurance contracts to be offered by said Company, and further, to sign any and
all amendments thereto, including post-effective amendments, that may be filed
by the Company on behalf of said registrant.

      IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of January
1999.

                                       /s/Robert I. Lipp
                                       Director
                                       The Travelers Insurance Company


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              THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE


                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS:

      That I, KATHERINE M. SULLIVAN of Longmeadow, Massachusetts, a director,
Senior Vice President and General Counsel of The Travelers Insurance Company
(hereafter the "Company"), do hereby make, constitute and appoint ERNEST J.
WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH, Assistant Secretary of
said Company, or either one of them acting alone, my true and lawful
attorney-in-fact, for me, and in my name, place and stead, to sign registration
statements on behalf of said Company on Form S-6 or other appropriate form under
the Securities Act of 1933 and the Investment Company Act of 1940 for The
Travelers Fund UL III for Variable Life Insurance, a separate account of the
Company dedicated specifically to the funding of variable life insurance
contracts to be offered by said Company, and further, to sign any and all
amendments thereto, including post-effective amendments, that may be filed by
the Company on behalf of said registrant.

      IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of January
1999.

                                       /s/Katherine M. Sullivan
                                       Director, Senior Vice President and
                                       General Counsel
                                       The Travelers Insurance Company


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              THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE


                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS:

      That I, MARC P. WEILL of New York, New York, a director of The Travelers
Insurance Company (hereafter the "Company"), do hereby make, constitute and
appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH,
Assistant Secretary of said Company, or either one of them acting alone, my true
and lawful attorney-in-fact, for me, and in my name, place and stead, to sign
registration statements on behalf of said Company on Form S-6 or other
appropriate form under the Securities Act of 1933 and the Investment Company Act
of 1940 for The Travelers Fund UL III for Variable Life Insurance, a separate
account of the Company dedicated specifically to the funding of variable life
insurance contracts to be offered by said Company, and further, to sign any and
all amendments thereto, including post-effective amendments, that may be filed
by the Company on behalf of said registrant.

      IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of January
1999.

                                       /s/Marc P. Weill
                                       Director
                                       The Travelers Insurance Company