EXHIBIT 3


                                                            September 23, 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 
   Pre-Effective Amendment to the 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 III 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 
     Pre-Effective Amendment to 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 
   Pre-Effective Amendment to the 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