EXHIBIT 7


    Description of Issuance, Transfer and Redemption Procedures for Contracts
                Offered by the Allmerica Select  Account III  of 
              Allmerica Financial Life Insurance and Annuity Company
                       Pursuant to Rule 6e-3(T)(b)(12)(ii)
                     under the Investment Company Act of 1940

The Allmerica Select Separate Account III ("Separate Account") of Allmerica 
Financial Life Insurance and Annuity Company ("Company") is registered under 
the Investment Company Act of 1940 ('1940 Act') as a unit investment trust.  
Within the Separate Account are fourteen Sub-Accounts.  Procedures apply 
equally to each subaccount and for purposes of this description are defined 
in terms of the Separate  Account, except where a discussion of both the  
Separate  Account and the individual Sub-Accounts is necessary.  Each 
Sub-Account invests, respectively, in shares of a corresponding investment 
division of Allmerica Investment Trust ("Trust"), Fidelity Variable Insurance 
Products Fund ("VIP") and T. Rowe Price International Series, Inc. ("T. Rowe 
Price"), each of which is a "series" type of mutual fund registered under the 
1940 Act.  The investment experience of a Sub-Account of the  Separate  
Account depends on the market performance of its corresponding investment 
division.  Although modified single payment variable life insurance Contracts 
funded through the Separate  Account may also provide for fixed benefits 
supported by the Company's General Account, this description assumes that net 
payments are allocated exclusively to the Separate Account and that all 
transactions involve only the Sub-Accounts of the Separate Account, except as 
otherwise explicitly stated herein.

I.   "PUBLIC OFFERING PRICE": PURCHASE AND RELATED TRANSACTIONS -- 
     SECTION 22(d) AND RULE 22C-l

     This section outlines Contract provisions and administrative procedures
     which might be deemed to constitute, either directly or indirectly, a
     "purchase" transaction.  Because of the insurance nature of the Contracts,
     the procedures involved necessarily differ in certain significant respects
     from the purchase procedures for mutual funds and annuity plans.  The chief
     differences revolve around the structure of the cost of insurance charges
     and the insurance underwriting process.  Certain Contract provisions, such
     as reinstatement and loan repayment, do not result in the issuance of a
     Contract but require certain payments by the Contract Owner and involve a
     transfer of assets supporting Contract reserve into the Separate  Account.

     a.   INSURANCE CHARGES AND UNDERWRITING STANDARDS

     The Contracts are designed as modified single payment variable life
     insurance polices.  The total of all payments paid can never exceed the
     then current maximum payments determined by Internal Revenue Service 
     rules. If at any time a payment is paid which would result in total 
     payments exceeding the current maximum payment limitations, the Company 
     will return the amount in excess of such maximums to the Contract Owner.

     The Contract will remain in force so long as the Contract value less any
     outstanding debt is sufficient to pay certain monthly charges imposed in
     connection with the Contract.  Cost of insurance charges for the Contracts
     will not be the same for all Contract Owners.  The insurance principle of
     pooling and distribution of mortality risks is based upon the assumption
     that each Contract Owner pays a cost of insurance charge commensurate with
     the Insured's mortality risk, which is actuarially determined based upon
     factors such as age and  health.   In the context of life insurance, a
     uniform mortality charge (the "cost of insurance charge") for all Insured's
     would discriminate unfairly in favor of those Insured's representing
     greater mortality risks to the disadvantage of those representing lesser
     risks.  Accordingly, there will be a different "price" for each actuarial
     category of Contract Owners because different cost of insurance rates will
     apply.  Accordingly, while not all Contract Owners will be subject to the
     same cost of insurance rate, there will be a single "rate" for all Contract
     Owners in a given actuarial category.  The Contracts will be offered and
     sold pursuant to the Company's underwriting standards and in accordance
     with state insurance laws.  Such laws prohibit unfair discrimination among
     Insureds, but recognize that payments must be based upon factors such as
     age, health and occupation.  Tables showing the maximum cost of insurance
     charges will be delivered as part of the Contract.

     b.   APPLICATION AND INITIAL PAYMENT PROCESSING

     Payments are payable only to the Company, and may be mailed to the
     Principal Office or paid through an authorized agent of the Company. 
     All payments are credited to the  Separate  Account or General Account as
     of date of receipt at the Principal Office. 


                                     13



     The Contract requires a single payment of at least $25,000 on or before the
     date of issue.  The initial payment is used to determine the face amount
     of the Policy, by treating the initial payment as equal to 100% of the
     Guideline Single Premium.  The Contract owner may indicate the desired
     Face Amount on the application.  If the Face Amount specified exceeds 100%
     of the Guideline Single Premium for the amount of the payment,  the
     Application will be amended and a Contract with a higher Face Amount will
     be issued.

     Additional payments of at least $10,000 may be made as long as the total
     payments do not exceed the maximum payment specified in the Contract.  The
     total of all payments can never exceed the then-current maximum payment
     limitation determined by Internal Revenue Service rules.   Where total
     payments would exceed the current maximum payment limits, the Company will
     only accept that part of a payment which will make total payments equal the
     maximum.  The Company will return any part of a payment that is greater
     than that amount.  However, the Company will accept a payment needed to
     prevent Contract lapse during a contract year.

     Upon receipt of a completed application from a prospective Contract Owner,
     the Company will follow certain insurance underwriting procedures designed
     to determine whether the proposed Insured is insurable.  This process may
     involve such verification procedures as medical examinations and may
     require that further information be provided by the proposed Contract Owner
     before a determination can be made.  A Contract cannot be issued until this
     underwriting procedure has been completed.

     If at the time of Application a prospective  Contract Owner makes a
     payment, the Company will provide fixed conditional insurance in the amount
     of insurance applied for, up to a maximum of $500,000, pending underwriting
     approval.  If the application is approved, the Contract will be issued as
     of the date of the underwriting approval. If the prospective Contract Owner
     does not wish to make any payment until the Contract is issued, upon
     delivery of the Contract the Company will require payment of sufficient
     payment to place the insurance in-force.

     Pending completion of insurance underwriting and Contract issuance
     procedures, the initial payment will be held in the Company's General
     Account.  If the application is approved and the Contract is issued and
     accepted, the initial payment held in the General Account will be credited
     with interest not later than the date of receipt of the payment at the
     Company's Principal Office.  Not later than three days of underwriting
     approval of the Contract, the amounts held in the Company's General Account
     will be allocated to the Sub-Accounts according to Contract Owner's
     instructions; provided, however, that if the contract is issued in a "full
     refund" state, the Sub-Account investments will initially be allocated to
     the Money Market Fund and thereafter transferred according to the Contract
     Owner's instructions at the end of the free look period.  Amounts remaining
     in the General Account will continue to be credited interest from date of
     receipt of the payment at the Principal Office.  If a Contract is not
     issued, the payments will be returned to the Applicant without interest
     unless the Contract Owner has elected on the application to instead receive
     an Annuity Contract.  

     These processing procedures are designed to provide insurance, starting
     with the date of the application, to the proposed Contract Owner in
     connection with payment of the initial payment and will not dilute any
     benefit it payable to any existing Contract Owner.  Although a Contract
     cannot be issued until the underwriting process has been completed, the
     proposed Contract Owner will receive immediate insurance coverage, if the
     proposed Contract Owner has paid an initial payment and proves to be
     insurable.  If the initial payment is not paid with the application,
     variability of benefits will commence within three days of underwriting
     approval, subject to the restrictions indicated above. The Company will 
     require that the Contract be delivered within a specific delivery period 
     to protect itself against anti-selection by the prospective Contract 
     Owner resulting from a deterioration of the health of the proposed Insured.

     c.   PAYMENT ALLOCATIONS

     The Contract Owner may allocate net payments among the Company's General
     Account and the Sub-Accounts of the  Separate  Account. Each Sub-Account of
     the Separate Account invests its assets in shares of a corresponding
     Underlying Fund.  Purchases and redemptions of such shares are made at net
     asset value, with no deduction for sales load.

     Payments allocated to a Sub-Account, transfers to that Sub-Account, and
     reserve adjustment transfers, if any, will be netted as of each valuation
     date against amounts withdrawn from the Sub-Account in connection with
     Contract surrenders, partial withdrawals, transfers, and death benefits, as
     well as the asset charge and amounts paid to the 


                                     14




     Company in lieu of taxes, if any.  A net purchase or sale of Underlying 
     Fund shares will be made for a Sub-Account at net asset value.  All 
     income, dividends and realized gain distributions of a Underlying Fund 
     will be reinvested in shares of the respective Underlying Fund at net 
     asset value.  Valuation dates currently occur on each day on which the 
     New York Stock Exchange is open for trading, and on such other days 
     where there is a sufficient degree of trading in a Underlying Fund's 
     securities such that the current net asset value of the Sub-Accounts 
     may be materially affected.

     The Contract Owner may change the allocation of net payments without charge
     at any time by providing written notice to the Principal Office.  The
     change will be effective as of the date of receipt of the notice at the
     Principal Office.  The Contract Owner may transfer amounts among all of the
     Sub-Accounts and the General Account, subject to certain restrictions.

     d.   REPAYMENT OF LOAN

     The Contract Owner may borrow money secured by Contract Value.  The total
     amount the Contract Owner may borrow is the Loan Value.  The Loan Value is
     90% of the Contract Value minus any surrender charges.

     The minimum loan is $1,000. The maximum loan is the Loan Value minus any
     outstanding loans. The Company will usually pay the loan within seven days
     after the Company  receives a written request for the loan.   The Company
     will allocate the loan among the Sub-Accounts and the Fixed Account
     according to the Contract Owner's instructions.  If the Contract Owner does
     not make an allocation, the Company will make a pro-rata allocation among
     the Sub-Accounts and Fixed Account. The Company will transfer Contract
     Value in each Sub-Account,  equal to the Contract loan amount, to the Fixed
     Account.  The Company will not count this transfer as a transfer subject to
     the transfer charge, described below.  Contract Value equal to the
     outstanding loan amount will earn monthly interest in the Fixed Account at
     an annual rate of at least 4.0%. 

     Contract loans will permanently affect the Contract Value and Surrender
     Value, and may permanently affect the Death Benefit.  The effect could be
     favorable or unfavorable, depending on whether the investment performance
     of the Sub-Accounts is less than or greater than the interest credited to
     the Contract Value in the Fixed Account that secures the loan. A loan made
     under the Contract may be repaid with an amount equal to the original loan
     plus loan interest.

     When a loan is made, the Company will transfer from each Sub-Account of 
     the Separate  Account to the General Account an amount of that Sub-
     Account's Contract value equal to the loan amount allocated to the 
     Sub-Account. Since the Company will credit such assets with interest at 
     a rate which is below the interest rate charged on the loan, the 
     difference will be retained by the Company to cover certain expenses 
     and contingencies.  Upon repayment of debt, the Company will reduce the 
     Contract value in the general account attributable to the loan and 
     transfer assets supporting corresponding reserves to the Sub-Accounts 
     according to either Contract Owner's instruction or, if none, the 
     payment allocation percentages then in effect.  Loan repayments allocated 
     to the  Separate  Account cannot exceed Contract value previously 
     transferred from the  Separate  Account to secure the debt.

     If the surrender value is insufficient to cover the next monthly deduction
     plus loan interest accrued, or if Contract debt exceeds the Contract value
     less surrender charges, the Company will notify the Contract Owner and any
     assignee of record.  The Contract Owner will then have a grace period of 62
     days, measured from the date the notice is mailed, to make sufficient
     payments to prevent termination.

     Failure to make a sufficient payment within the grace period will result in
     termination of the Contract without any Contract value.  The death benefit
     payable during the grace period will be reduced by any overdue charges.  If
     the Insured dies during the grace period, the death proceeds will still be
     payable, but any monthly deductions due and unpaid through the Contract
     month in which the Insured dies will be deducted from the death proceeds.

     If the Contract has not been surrendered and the Insured is alive, the
     terminated Contract may be reinstated anytime within three years after the
     date of default by submitting the following to the Company: (1) a written
     application for reinstatement; (2) evidence of insurability satisfactory to
     the Company; and (3) a payment that is large enough (a) to cover the cost
     of all contract charges that were due and unpaid during the grace period,
     (b) to keep the contract in force for three months, and (c) to reinstate
     any loan against the Contract that existed at the end of the grace period.

     The Contract value on the date of reinstatement is the net payment paid to
     reinstate the Contract increased by interest 


                                     15



     from the date the payment was received at the Company's Principal Office; 
     plus an amount equal to the Contract value less debt on the date of 
     default minus the monthly deduction due on the date of reinstatement.  
     The surrender charge on the date of reinstatement is the surrender 
     charge which was in effect on the date of default.

     PREFERRED LOAN OPTION - Any portion of the Outstanding Loan that represents
     earnings in the Contract, a loan from an exchanged life insurance policy
     that was as carried over to the Contract, or the gain in the exchanged life
     insurance policy that was carried over to the Contract may be treated as a
     preferred loan.  The available percentage of the gain carried over from an
     exchanged policy less any policy loan carried over which will be eligible
     for preferred loan treatment is as follows:



Beginning of        1     2     3     4     5     6     7     8    9     10    11
Contract Year
- -----------------------------------------------------------------------------------
                                             
Unloaned            0%   10%   20%   30%   40%   50%   60%   70%   80%   90%   100%
Gain 
Available


The guaranteed annual interest rate credited to the Contract Value securing a 
preferred loan will be at least 5.5%.

     Interest accrues daily at the annual rate of 6.0%.  Interest is due and
     payable in arrears at the end of each Contract year or for as short a
     period as the loan may exist.  Interest not paid when due will be added to
     the Outstanding Loan by transferring Contract Value equal to the interest
     due to the Fixed Account.  The interest due will bear interest at the same
     rate. 

     e.   CORRECTION OF MISSTATEMENT OF AGE

     If the Insured's age or sex is not correctly stated in the Contract
     application, the Company will adjust benefits under the Contract to reflect
     the correct age and sex.  The adjustment will be based upon the ratio of
     the maximum payment for the Contract to the maximum payment for the
     Contract issued for the correct age or sex.  The Company will not reduce
     the Death Benefit to less than the Guideline Minimum Sum Insured.  For a
     unisex Contract, there is no adjusted benefit for misstatement of sex.

     f.   CONTESTABILITY

     A Contract is contestable for two years, measured from the issue date, for
     material misrepresentations made in the initial application for the
     Contract.  Contract changes may be contested for two years after the
     effective date of a change, and a reinstatement may be contested for two
     years after the effective date of reinstatement.  No statement will be used
     to contest a Contract unless it is contained in an application.

     g.   REDUCTION IN COST OF INSURANCE RATE CLASSIFICATION

     By administrative practice, the Company will reduce the cost of insurance
     rate classification for an outstanding Contract if new evidence of
     insurability demonstrates that the Contract Owner qualifies for a lower
     classification. After the reduced rating is determined, the Contract Owner
     will pay a lower monthly cost of insurance charge each month.

II.  "REDEMPTION PROCEDURE": SURRENDER AND RELATED TRANSACTIONS

     The Contracts provide for the payment of monies to a Contract Owner or
     beneficiary upon presentation of a Contract. Generally except for the
     payments of death proceeds, the imposition of cost of insurance and
     administrative charges, and the possible effect of a contingent surrender
     charge, the payee will receive a pro rata or proportionate share of the 
     Separate   Account's assets, within the meaning of the 1940 Act, in any
     transaction involving "redemption procedures".  The amount received by the
     payee will depend-upon the particular benefit for which the Contract is
     presented, including, for example, the cash surrender value or death
     benefit. There are also certain Contract provisions (e.g., partial
     withdrawals or the loan privilege) under which the Contract will not be
     presented to the Company but which will affect the Contract Owner's
     benefits and may involve a transfer of the assets supporting the Contract
     reserve out of the  Separate  Account.  Any combined transactions on the
     same day which counteract the effect of each other will be allowed.  The
     Company will assume the Contract Owner is aware of the possible conflicting


                                     16



     nature of the transactions and desires their combined result.  If a
     transaction is requested which the Company will not allow (e.g., a request
     for a decrease in face amount) the Company will reject the whole
     transaction and not just the portion which causes the disallowance.  The
     Contract Owner will be informed of the rejection and will have an
     opportunity to give new instructions.

     a.   FREE LOOK PRIVILEGE - The Contract provides for a free look period
          under the Right to Cancel provision.  The Contract Owner has the 
          right to examine and cancel the Contract by returning it to the 
          Company or one of its representatives on or before the tenth day 
          (or such later date as may be required by state law) after the 
          Contract owner receives  the Contract.

          If the Contract provides for a full refund under its "Right to 
          Cancel" provision (as may be required by state law), the refund 
          will be the entire Payment.  If the Contract does not provide for 
          a full refund (as provided by state law), the Contract Owner will 
          receive amounts allocated to the Fixed Account, plus the value of 
          the Units in the Variable Account, plus all fees, charges and taxes 
          which have been imposed.

     b.   CONVERSION PRIVILEGE - During the first 24 Contract months after the
          date of issue, subject to certain restrictions, the Contract Owner may
          convert the Contract to a flexible payment fixed Contract by
          transferring all Contract value in the Sub-Accounts to the General
          Account and by simultaneously changing the allocation of future
          payments to the General Account.

     c.   CHARGES AND DEDUCTIONS  -- The following charges will apply to the
          Contract under the circumstances described.  Some of these charges
          apply throughout the Contract's duration.

          MONTHLY DEDUCTIONS - On the Monthly Processing Date, the Company will
          deduct an amount to cover charges and expenses incurred in connection
          with the Contract.  This Monthly Deduction will be deducted by
          subtracting values from the Fixed Account accumulation and/or
          canceling Units from each applicable Sub-Account in the ratio that the
          Contract Value in the Sub-Account bears to the Contract Value.  The
          amount of the Monthly Deduction will vary from month to month.  If the
          Contract Value is not sufficient to cover the Monthly Deduction which
          is due, the Contract may lapse.  The Monthly Deduction is comprised of
          the following charges:

          -    Maintenance Fee:  The Company will make a deduction of $2.50 from
               any Contract with less than $100 in Contract Value to cover
               charges and expenses incurred in connection with the Contract. 
               This charge is to reimburse the Company for expenses related to
               issuance and maintenance of the Contract.  The Company does not
               intend to profit from this charge.

          -    Administration Charge:  The Company imposes a monthly charge at
               an annual rate of 0.20% of the Contract Value.  This charge is to
               reimburse us for administrative expenses incurred in the
               administration of the Contract.  It is not expected to be a
               source of profit.

          -    Monthly Insurance Protection Charge:  Immediately after the
               Contract is issued, the Death Benefit will be greater than the
               Payment.  While the Contract is in force, prior to the Final
               Payment Date, the Death Benefit will generally be greater than
               the Contract Value.  To enable the Company us to pay this excess
               of the Death Benefit over the Contract Value, a monthly cost of
               insurance charge is deducted.  This charge varies depending on
               the type of Contract and the Underwriting Class. In no event
               will the current deduction for the cost of insurance exceed the
               guaranteed maximum insurance protection rates set forth in the
               Contract.  These guaranteed rates are based on the Commissioners
               1980 Standard Ordinary Mortality Tables, Tobacco User or
               Non-Tobacco User (Mortality Table B for unisex Contracts and
               Mortality Table D for second-to-die Contracts) and the Insured=s
               sex and age. The Tables used for this purpose set forth different
               mortality estimates for males and females and for tobacco user
               and non-tobacco user.  Any change in the insurance protection
               rates will apply to all Insured of the same age, sex and
               Underwriting Class whose Contracts have been in force for the
               same period.

               The Underwriting Class of an Insured will affect the insurance
               protection rate.  The Company currently place Insureds into
               standard Underwriting Classes and non-standard Underwriting
               Classes.  The Underwriting Classes are also divided into two
               categories: tobacco user and non-tobacco user. The Company will
               place Insureds under the age of 18 at the Date of Issue in a
               standard or non-standard Underwriting Class.  The 


                                     17




               Company will then classify the Insured as a non-tobacco user.

          -    Distribution Expense: During the first ten Contract years, the
               Company makes a monthly deduction to compensate for a portion of
               the sales expense which are incurred by us with respect to the
               Contracts.  This charge is equal to 0.90% of the Contract Value. 

          -    Federal & State Payment Tax Charge:  During the first Contract 
               year, the Company makes a monthly deduction equal to 1.50% on 
               an annual basis to partially compensate the Company for the 
               increase in federal tax liability from the application of 
               Section 848 of the Internal Revenue Code and to offset a 
               portion of the average payment tax the Company is expected to 
               pay to various state and local jurisdictions. The Company 
               expects to pay an average payment tax of approximately 2.5% of 
               payments in all states, although such rates can generally 
               range from 0% to 4%. The Company does not intend to profit 
               from the payment tax portion of this charge.

               DAILY DEDUCTIONS - The Company assesses each Sub-Account with a
               charge for mortality and expense risks.   Fund expenses are also
               reflected in the Variable Account.  

          -    Mortality and Expense Risk Charge: The Company imposes a daily
               charge at a current annual rate of 0.90% of the average daily net
               asset value of each Sub-Account. 

          -    Fund Expenses - The value of the Units of the Sub-Accounts will
               reflect the investment advisory fee and other expenses of the
               Funds whose shares the Sub-Accounts purchase. 

               No charges are currently made against the Sub-Accounts for
               federal or state income taxes.  Should income taxes be imposed,
               the Company may make deductions from the Sub-Accounts to pay the
               taxes.

          SURRENDER CHARGE - The Contract's contingent surrender charge is a
          deferred sales charge and an unrecovered payment tax charge.  The
          deferred sales charge compensates us for distribution expenses,
          including commissions to our representatives, advertising and the
          printing of prospectuses and sales literature. The unrecovered payment
          tax charge is designed to reimburse us for the unrecovered federal and
          state taxes the Company has paid. 



Contract              1        2       3        4        5       6        7      8       9      10+
Year*                 
                                                                  
Surrender           10.00%   9.25%    8.50%    7.75%    7.00%   6.25%   4.75%   3.25%   1.50%    0%
Charge              
- -----------------------------------------------------------------------------------------------------



          PARTIAL WITHDRAWAL COSTS - For each partial withdrawal, the Company 
          deducts a transaction fee of 2.0% of the amount withdrawn, not to 
          exceed $25.  This fee reimburses the Company for the cost of 
          processing the withdrawal. A partial withdrawal charge may also be 
          deducted from Contract Value. However, in any Contract year, you may 
          withdraw, without a partial  withdrawal charge, up to 10% of the 
          Contract Value minus the total of any prior free withdrawals in the 
          same Contract year ("Free 10% Withdrawal.")

          The right to make the Free 10% Withdrawal is not cumulative from 
          Contract year to Contract year.  For example, if only 8% of Contract 
          Value were withdrawn in the second Contract year, the amount which 
          could be withdrawn in future Contract years would not be increased by 
          the amount the Contract Owner did not withdraw in the second Contract 
          year.

          TRANSFER CHARGES - The first 12 transfers in a Contract year are 
          free. After that, the Company  may deduct a transfer charge not to 
          exceed $25 from amounts transferred in that Contract year.  If the 
          Contract Owner applies for automatic transfers, the first automatic 
          transfer counts as one transfer.  Each future automatic transfer is 
          without charge and does not reduce the remaining number of transfers 
          that may be made without charge.  Each of the following transfers of 
          Contract Value from the Sub-Accounts to the Fixed Account is free 
          and does not count as one of the 12 free transfers in a Contract year:


                                     18



          -    A conversion within the first 24 months from Date of Issue;
          -    A transfer to the Fixed Account to secure a loan; and
          -    A transfer from the Fixed Account as a result of a loan
               repayment.
     
     d.   DEATH BENEFIT
          The death benefit is the greater of the face amount or Guideline
          Minimum Sum Insured. The Company will pay a net death benefit to the
          beneficiary within seven days after receipt at its Principal Office of
          the Contract, due proof of death of the Insured, and all other
          requirements necessary to make payment.  For second-to-die Contracts,
          the net death benefit is payable on the death of the last surviving
          Insured; there is no net death benefit payable on the death of the
          first Insured to die.  The Company will normally pay the net death
          benefit within seven days of receiving due proof of the Insured's
          death, but the Company  may delay payment of net death benefits.  The
          Beneficiary may receive the net death benefit in a lump sum or under a
          payment option, unless the payment option has been restricted by the
          Contractowner. 

          Before the final payment date, the net death benefit is the death
          benefit minus any outstanding loan, rider charges and monthly
          deductions due and unpaid through the Contract month in which the
          Insured dies, as well as any partial withdrawals and surrender
          charges.   After the final payment date, the net death benefit is the
          Contract value minus any outstanding loan.  In most states, the
          Company will compute the net death benefit on the date it receives due
          proof of the insured's death.

          Guaranteed Death Benefit Rider - If at the time of issue the Contract
          Owner has made purchase payments equal to 100% of the Guideline Single
          Premium, a Guaranteed Death Benefit Rider will be added to the
          Contract at no additional charge.  If the Guaranteed Death Benefit
          Rider  is in effect on the Final Payment Date, a guaranteed Net Death
          Benefit will be provided thereafter unless the Guaranteed Death
          Benefit Rider is terminated, as described below.  The guaranteed Net
          Death Benefit will be: 

          -    the GREATER of (a) the Face Amount as of the Final Payment Date
               or (b) the Contract Value as of the date due proof of death is
               received by the Company,
          -    REDUCED by the Outstanding Loan, if any, through the contract
               month in which the Insured dies.

          The Guaranteed Death Benefit Rider will terminate (and may not be
          reinstated) on the first to occur of the following:

          -    Foreclosure of the Outstanding Loan, if any; or
          -    A request for a partial withdrawal or preferred loan after the
               Final Payment Date; or
          -    Upon your written request.

          GUIDELINE MINIMUM SUM INSURED - The guideline minimum sum insured is a
          percentage of the Contract Value. The guideline minimum sum insured is
          computed based on federal tax regulations to ensure that the Contract
          qualifies as a life insurance contract and that the insurance proceeds
          will be excluded from the gross income of the Beneficiary.



                             GUIDELINE MINIMUM SUM INSURED
                             -----------------------------

               Age of Insured                              Percentage of
              on Date of Death                             Contract Value
              ----------------                             --------------
                                                      
               40 and under...............................      265%
               45 ........................................      230%
               50 ........................................      200%
               55 ........................................      165%
               60 ........................................      145%
               65 ........................................      135%
               70 ........................................      130%
               75 ........................................      120%
               80 ........................................      120%
               85 ........................................      120%
               90 ........................................      110%
               91 ........................................      108%
               92 ........................................      106%
               93 ........................................      105%
               94 ........................................      105%



                                     19



                                                      
               95 ........................................      105%
               96 ........................................      104%
               97 ........................................      103%
               98 ........................................      102%
               99 and above ..............................      100%


               For the ages not listed, the progression between the listed 
               ages is linear.

          The Company will make payment of the death proceeds out of its 
          general account, and will transfer assets from the Separate Account 
          to the general account in an amount equal to the reserve in the 
          Separate Account attributable to the Contract.  The excess, if any, 
          of the death proceeds over the amount transferred will be paid out 
          of the general account reserve maintained for that purpose.
     
     e.   TRANSFERS AMONG SUBACCOUNTS

          The Contracts permit net payments to be allocated either to the
          Company's General Account or to the Sub-Accounts of the Separate
          Account.  Each Sub-Account invests exclusively in a corresponding
          investment portfolio ("Underlying Fund") of AIT, Fidelity VIP or T.
          Rowe.   Subject to the consent of the Company, the Contract Owner may
          transfer amounts among all of the Sub-Accounts and between the
          Sub-Accounts and the General Account, subject to certain restrictions.

          The Contract Owner may apply for automatic transfers from the  Money
          Market Sub-Account to one or more of the other Sub-Accounts. 
          Automatic transfers may be made at intervals of  one, three, six or
          twelve months.  Each automatic transfer must be at least $100.  If the
          the Sub-Account from which the automatic transfer is to be made is
          reduced to $0 (zero), the automatic transfer will cease.  The Contract
          Owner must then reapply for any future automatic transfers.  The
          Contract Owner may also apply for automatic account rebalancing, in
          order to reallocate Contract Value among the Sub-Accounts at intervals
          of one, two, three, six or twelve months.  The Fixed Account is not
          included in the automatic account rebalancing.

          The first 12 transfers in a Contract year are free.  Thereafter,  the
          Company  will deduct a transfer charge not to exceed $25 from amounts
          transferred in that Contract year.  The first automatic transfer
          counts as one transfer toward the 12 free transfers allowed in each
          Contract year.  Each subsequent automatic transfer is free and does
          not reduce the remaining number of transfers that are free in a
          Contract year.  Any transfers made for a conversion privilege,
          Contract loan or material change in investment Contract  will not
          count toward the 12 free transfers.

          The transfer privilege is subject to the Company's consent.  The
          Company reserves the right to impose limits on transfers including,
          but not limited to, the:

          -    Minimum amount that may be transferred;
          -    Minimum amount that may remain in a Sub-Account following a
               transfer from that Sub-Account;
          -    Minimum period between transfers involving the Fixed Account; and
          -    Maximum amounts that may be transferred from the Fixed Account. 

     f.   SURRENDER FOR CASH VALUES

          The Company will generally pay the net cash surrender value from the
          Sub-Accounts within seven days after receipt, at its Principal Office,
          of the Contract and a signed request for surrender (amounts payable
          form Fixed Account allocations may be postponed for no more than 6
          months).  Computations with respect to the investment experience of
          each Sub-Account will be made at the close of trading of the New York
          Stock Exchange on each day in which the degree of trading in the
          corresponding portfolio might materially affect the net return of the
          Sub-Account and on which the Company is open.  This will enable the
          Company to pay a net cash value on surrender based on the next
          computed value after the surrender request is received.  For valuation
          purposes, the surrender is effective on the date the Company receives
          the request at its Principal Office (although insurance coverage ends
          the day the request is mailed).


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          The Contract value (equal to the value of all accumulations in the 
          Separate  Account) may increase or decrease from day to day depending
          on the investment experience of the  Separate  Account.  Calculation
          of the Contract value for any given day will reflect the actual
          payments, expenses charged and deductions taken.

     g.   DEFAULT AND OPTIONS ON LAPSE

          The duration of insurance coverage depends upon the Contract value
          being sufficient to cover the monthly deductions plus loan interest
          accrued.  If the surrender value at the beginning of a month is less
          than the deductions for that month plus loan interest accrued, a grace
          period of 62 days will begin.  Written notice will be sent to the
          Contract Owner and any assignee on the Company's records stating that
          such a grace period has begun and giving the amount of payment
          necessary to prevent termination.

          If sufficient payment is not received during the grace period, the
          Contract will terminate without value.  Notice of such termination
          will be sent to the owner and any assignee.  If the Insured should die
          during the grace period, an amount sufficient to cover the overdue
          monthly deductions and other charges will be deducted from the death
          proceeds.


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                                     SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment 
   Company Act of 1940 the Registrant has duly caused this Initial 
   Registration Statement to be signed by the Initial Undersigned, in the City 
   or Worcester, Commonwealth of Massachusetts, on the 25th day of June, 1998.

ALLMERICA SELECT SEPARATE ACCOUNT III
OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

By:  /s/ Abigail M. Armstrong
   ---------------------------------
     Abigail M. Armstrong, Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration 
   Statement has been signed below by the following persons in the capacities 
   and on the dates indicated.



            SIGNATURE                      TITLE                              DATE
                                                                   

/s/ John F. O'Brien                    Director and Chairman
- -------------------------------          of the Board
John F. O'Brien

/s/ Bruce C. Anderson                  Director and Vice President
- ------------------------------
Bruce C. Anderson

/s/ Robert E. Bruce                    Director and Chief Information Officer
- ----------------------------
Robert E. Bruce


/s/ John P. Kavanaugh                  Director and Vice President
- ----------------------------
John P. Kavanaugh

/s/ John F. Kelly                      Director, Senior Vice President      June 25, 1998
- -----------------------------            and General Counsel
John F. Kelly

/s/ J. Barry May                       Director
- -----------------------------
J. Barry May

/s/ James R. McAuliffe                 Director
- -----------------------------
James R. McAuliffe

/s/ Edward J. Parry III                Director, Vice President and 
- ---------------------------              Chief Financial Officer
Edward J. Parry III

/s/ Richard M. Reilly                  Director, President and
- -----------------------------            Chief Executive Officer
Richard M. Reilly

/s/ Robert P. Restropo, Jr.            Director
- -------------------------
Robert P. Restropo, Jr.

/s/ Eric A. Simonsen                   Director and Vice President
- ----------------------
Eric A. Simonsen

/s/ Phillip E. Soule                   Director and Vice President
- -------------------------
Phillip E. Soule



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