EXHIBIT 3


                                                                  June 30, 1998


Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653

Gentlemen:

In my capacity as Counsel of Allmerica Financial Life Insurance and Annuity 
   Company (the "Company"), I have participated in the preparation of this 
   Initial Registration Statement for the Allmerica Select Separate Account III 
   on Form S-6 under the Securities Act of 1933 with respect to the Company's 
   individual modified single premium variable life insurance policies.

I am of the following opinion:

1.   The Allmerica Select Separate Account III is a separate account of the
     Company validly existing pursuant to the Delaware Insurance Code and the
     regulations issued thereunder.

2.   The assets held in the  Allmerica Select Separate Account III equal to the
     reserves and other Policy liabilities of the Policies which are supported
     by the  Allmerica Select Separate Account II are not chargeable with
     liabilities arising out of any other business the Company may conduct.

3.   The individual modified single premium variable life insurance policies, 
     when issued in accordance with the Prospectus contained in the 
     Registration Statement and upon compliance with applicable local law, 
     will be legal and binding obligations of the Company in accordance with 
     their terms and when sold will be legally issued, fully paid and 
     non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and 
   examined such records and other documents as in my judgment are necessary or 
   appropriate.

I hereby consent to the filing of this opinion as an exhibit to the initial 
   Registration Statement of the  Allmerica Select Separate Account III on 
   Form S-6 filed under the Securities Act of 1933.

                                       Very truly yours,

                                       /s/ Sheila B. St. Hilaire

                                       Sheila B. St. Hilaire
                                       Assistant Vice President and Counsel