VEL ACCOUNT III OF ALLMERICA FINANCIAL LIFE INSUR & ANN CO
497J, 2000-07-19
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    VEL ACCOUNT III OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

         SUPPLEMENT DATED JULY 19, 2000 TO PROSPECTUS DATED MAY 1, 2000


                                      * * *

The first paragraph of the attached Prospectus is amended to read it its
entirety as follows:

   This Prospectus provides important information about Allmerica Estate
   Optimizer, a modified payment variable life insurance contract issued
   by Allmerica Financial Life Insurance and Annuity Company. The
   contracts are funded through VEL Account III, a separate investment
   account of the Company that is referred to as the Variable Account. The
   Contracts are designed for a large single payment and limit the ability
   to make additional payments. The Contract requires the Contract Owner
   to make an initial payment of at least $25,000. PLEASE READ THIS
   PROSPECTUS CAREFULLY BEFORE INVESTING AND KEEP IT FOR FUTURE REFERENCE.

                                      * * *

This supplement should be retained with the Prospectus for further reference.






                                           SUPPLEMENT DATED JULY 19, 2000
                                           AGENCY SPVUL (OREGON)


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