<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>5
<FILENAME>ex3-form6k_041304.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>

                                                                       EXHIBIT 3
                                                                       ---------



                                     PROXY

                             SOLICITED BY MANAGEMENT

               FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

                           TO BE HELD ON MAY 11, 2004


The undersigned shareholder of Precision Drilling Corporation (the
"Corporation"), hereby appoints Hank B. Swartout or failing him, Dale E.
Tremblay, or instead of either of the foregoing, _____________________________
of ______________________________________________ , as proxy to attend and act
for and on behalf of the undersigned at the Annual and Special Meeting of the
Corporation (the "Meeting") to be held at 3:00 p.m. (Calgary time) on Tuesday,
the 11th day of May 2004, at the Calgary Petroleum Club, Devonian Room, 319 -
5th Avenue S.W., Calgary, Alberta and at any adjournment thereof, notice of
which Meeting with the Management Information Circular accompanying same has
been received by the undersigned, at every poll which may take place in
consequence including polls on procedural matters which may come before said
meeting, with specific power and authority to vote as specified below. The
undersigned hereby directs the proxyholder to vote the shares represented by
this instrument of proxy in the following manner:

   1.  To elect as directors for the ensuing year, all nominees as follows:

           W.C. (Mickey) Dunn       Patrick M. Murray         Hank B. Swartout
           Robert J.S. Gibson       Fred W. Pheasey           H. Garth Wiggins
           Murray K. Mullen         Robert L. Phillips

           [_] VOTE FOR             [_] VOTE WITHHELD


   2.  To appoint KPMG LLP, Chartered Accountants as Auditors of the
       Corporation for the ensuing year.

           [_] VOTE FOR             [_] VOTE WITHHELD


   3.  To approve the 2004 Stock Option Plan as described in the Management
       Information Circular.

           [_] VOTE FOR             [_] VOTE WITHHELD       [_] VOTE AGAINST


The instrument appointing a proxy shall be in writing and shall be executed by
the shareholder or his attorney authorized in writing, or if the shareholder is
a corporation under its corporate seal or by an officer or attorney thereof,
duly authorized and shall be dated.

The undersigned hereby revokes any prior proxies to vote the common shares
covered by this Proxy.

This Proxy is solicited by management and the costs of same will be borne by
the Corporation.


<PAGE>


Each common shareholder has the right to appoint a proxyholder, other than the
persons designated in the form of proxy, who need not be a shareholder to attend
and to act for him on his behalf at the Meeting. To exercise such right, the
names of management's nominees should be crossed out and the name of the common
shareholder's nominee should be legibly printed in the blank space provided, or
another proxy in proper form should be completed.

In order for this Proxy to be effective, it must be deposited at the offices
of Computershare Trust Company of Canada, Proxy Department, 100 University
Avenue, 9th Floor, Toronto, Ontario, M5J 2YI, not less than 48 hours before
the Meeting or any adjournment thereof or with the Chairman of the Meeting
prior to the commencement thereof.

In addition to any other manner permitted by law, a shareholder who has given
a proxy may revoke it as to any matter on which a vote has not already been
cast pursuant to the authority conferred by it, by signing in person or by
attorney authorized in writing a written revocation of proxy and by depositing
such instrument of revocation at the office of Computershare Trust Company of
Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario,
M5J 2YI, at any time up to and including the last business day preceding the
day of the Meeting or any adjournment thereof or with the Chairman of the
Meeting on the day thereof or on the day of any adjournment thereof.

Management knows of no other matters to come before the Meeting other than the
matters referred to in the Notice. However, if any amendments, variations or
new matters properly come before the Meeting, this proxy confers discretionary
authority upon the shareholder's nominee to vote on such matters in accordance
with the nominee's best judgement.

The securities represented by this proxy will be voted, and where the
shareholder has specified a choice with respect to the above matters, will be
voted as directed above or, if no direction is given, will be voted in favour
of the resolutions approving the election of directors, the appointment of
auditors, and the approval of the 2004 Stock Option Plan.

DATED this _______ day of _______________________________ , 2004.


___________________________________________________________________
Signature of Shareholder


___________________________________________________________________
Please print name of Shareholder


Please sign exactly as name appears on the address label on the left. Joint
owners should each sign. Executors, administrators and trustees, etc. should
attach evidence of their authority and a corporation should affix its seal
hereto. Holders of Common Shares who do not expect to attend the Meeting in
person are requested to date and sign this Instrument of Proxy appointing a
proxy and return it in the envelope provided for that purpose.


</TEXT>
</DOCUMENT>
