<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>ex-5form6k_100405.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
                                                                       EXHIBIT 5
                                                                       ---------


THIS LETTER OF TRANSMITTAL AND ELECTION FORM IS FOR USE ONLY IN CONJUNCTION WITH
THE PLAN OF ARRANGEMENT  INVOLVING  PRECISION  DRILLING  CORPORATION,  PRECISION
DRILLING TRUST,  PRECISION DRILLING LIMITED  PARTNERSHIP,  1194312 ALBERTA LTD.,
1195309 ALBERTA ULC,  CERTAIN DIRECT AND INDIRECT  WHOLLY-OWNED  SUBSIDIARIES OF
PRECISION  DRILLING  CORPORATION AND THE  SECURITYHOLDERS  OF PRECISION DRILLING
CORPORATION

                     LETTER OF TRANSMITTAL AND ELECTION FORM

                          FOR HOLDERS OF COMMON SHARES
                                       OF
                         PRECISION DRILLING CORPORATION

PLEASE READ THE  INSTRUCTIONS  SET OUT BELOW  CAREFULLY  BEFORE  COMPLETING THIS
LETTER OF TRANSMITTAL AND ELECTION FORM.

TO:        PRECISION DRILLING CORPORATION

AND TO:    PRECISION DRILLING TRUST

AND TO:    PRECISION DRILLING LIMITED PARTNERSHIP

AND TO:    COMPUTERSHARE INVESTOR SERVICES INC., AS DEPOSITORY

This Letter of  Transmittal  and Election Form (the "LETTER OF  TRANSMITTAL  AND
ELECTION  FORM") is for use by holders of common  shares  ("COMMON  SHARES")  of
Precision   Drilling   Corporation   ("PRECISION")   (referred   to   herein  as
"SHAREHOLDERS") in connection with the proposed  arrangement (the "ARRANGEMENT")
involving Precision,  Precision Drilling Trust (the "TRUST"), Precision Drilling
Limited  Partnership  ("PDLP"),  1194312  Alberta Ltd. (the "GENERAL  PARTNER"),
1195309 Alberta ULC ("ACQUISITIONCO"),  certain direct and indirect wholly-owned
subsidiaries of Precision,  the  Shareholders  and holders of options to acquire
Common Shares  pursuant to an  Arrangement  Agreement  dated as of September 29,
2005,  a copy of which is  attached as  Appendix C to the  Information  Circular
("INFORMATION CIRCULAR") of Precision dated October 3, 2005.

Pursuant  to the  Arrangement,  Shareholders  will be  entitled  to  receive  in
exchange  for each  Common  Share held (i) one Trust Unit,  (ii) their  pro-rata
share of the  Weatherford  Shares and (iii) their  pro-rata share of the Special
Cash Payment.  Taxable  shareholders  resident in Canada for the purposes of the
INCOME TAX ACT (Canada) (the "TAX ACT") are  alternatively  entitled to receive,
for each Common Share held,  their pro-rata share of the Weatherford  Shares and
the Special Cash Payment and to elect to receive  Exchangeable LP Units that are
exchangeable  without  further  consideration  into Trust Units on a one-for-one
basis.  There are,  however,  a maximum number of Exchangeable LP Units issuable
under the  Arrangement  and, if elections for  Exchangeable  LP Units exceed the
maximum number  available,  the  Exchangeable  LP Units will be pro-rated  among
those electing.

Non-resident  and  tax-exempt  shareholders  are  eligible to receive only Trust
Units and their  pro-rata share of the  Weatherford  Shares and the Special Cash
Payment in exchange for their Common Shares.

CAPITALIZED  TERMS  USED BUT NOT  DEFINED  IN THIS  LETTER  OF  TRANSMITTAL  AND
ELECTION FORM SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE INFORMATION CIRCULAR.

The undersigned delivers to you the enclosed certificate(s)  representing Common
Shares to be exchanged  pursuant to the within  election in accordance  with the
Plan described in the Information Circular.

<PAGE>
                                        2

<TABLE>
<CAPTION>
_____________________________________________________________________________________________

                         DESCRIPTION OF CERTIFICATES DEPOSITED
______________________ ____________________________________________ _________________________
                                                                     NUMBER OF COMMON SHARES
CERTIFICATE NUMBER(S)   NAME IN WHICH COMMON SHARES ARE REGISTERED        AS APPLICABLE
______________________ ____________________________________________ _________________________
<S>                    <C>                                          <C>

______________________ ____________________________________________ _________________________

______________________ ____________________________________________ _________________________

______________________ ____________________________________________ _________________________

                                                             TOTAL:__________________________
</TABLE>

      (IF SPACE IS NOT SUFFICIENT, PLEASE ATTACH A LIST IN THE ABOVE FORM)

________________________________________________________________________________

                                    ELECTION


Pursuant to the  Arrangement,  the  undersigned  holder of Common  Shares hereby
elects to receive on completion of the Arrangement  (PLEASE CHECK ONE OR BOTH OF
THE  FOLLOWING  OPTIONS,  AND INDICATE THE NUMBER OF COMMON SHARES FOR WHICH YOU
ARE  MAKING  THAT  ELECTION  AND IF YOU  CHECK  OPTION  B,  PLEASE  PROVIDE  THE
INFORMATION REQUIRED IN BOXES D AND E):

  [_]    OPTION A - TRUST UNIT CONSIDERATION - one Trust Unit and pro-rata share
       of Weatherford Shares and Special  Cash Payment for  every  Common  Share
       deposited by the undersigned hereunder;

                                     _______________________
                                     Number of Common Shares
             AND/OR

  [_]    OPTION B - EXCHANGEABLE LP UNIT CONSIDERATION - Exchangeable  LP  Units
       and  pro-rata  share of Weatherford  Shares  and Special Cash Payment for
       every Common Share deposited by the undersigned hereunder.

                                     _______________________
                                     Number of Common Shares

IF YOU  SELECT  OPTION  B YOU  MUST  COMPLETE  BOXES D AND E OF THIS  LETTER  OF
TRANSMITTAL AND ELECTION FORM.

NON-RESIDENT AND TAX-EXEMPT SHAREHOLDERS MUST ONLY SELECT OPTION A.

THE AGGREGATE NUMBER OF COMMON SHARES ATTRIBUTED TO THE ELECTIONS MUST EQUAL THE
TOTAL NUMBER OF COMMON SHARES DEPOSITED.

________________________________________________________________________________

WHERE NO  ELECTION  IS MADE OR WHERE THE  ELECTION  IS NOT  PROPERLY  MADE,  THE
DEPOSITING SHAREHOLDERS, WHO ARE NOT DISSENTING SHAREHOLDERS,  WILL BE DEEMED TO
HAVE ELECTED TO RECEIVE ON COMPLETION OF THE  ARRANGEMENT  OPTION A - TRUST UNIT
CONSIDERATION  FOR  ALL OF  THE  COMMON  SHARES  DEPOSITED  BY  THE  UNDERSIGNED
HEREUNDER.

HOLDERS  OF COMMON  SHARES ARE URGED TO  CONSULT  THEIR TAX  ADVISOR AS TO THEIR
ELECTION.

MAXIMUM LIMIT OF EXCHANGEABLE LP UNITS

If the Electing  Eligible  Shareholders  elect pursuant to Option B to take more
Exchangeable  LP Units  than the  Exchangeable  LP Unit  Limit,  the  number  of
Exchangeable LP Units to be issued to Electing  Eligible  Shareholders  shall be
reduced rateably on the basis more  particularly set for in paragraph (g) of the
Plan,  and Electing  Eligible  Shareholders  will receive Trust Units in lieu of
Exchangeable LP Units to the extent that Exchangeable LP Units are requested but
not provided due to that pro-rationing.

INFORMATION FOR ELIGIBLE SHAREHOLDERS WHO ELECT TO RECEIVE EXCHANGEABLE LP UNITS

By checking Box D under the heading  "EXCHANGEABLE  LP UNIT  CERTIFICATION"  and
completing Box E under the heading  "ADJUSTED COST BASE", the  undersigned:  (i)
represents that the undersigned is a Resident; (ii) represents that

<PAGE>
                                        3


the undersigned is not a Tax-Exempt;  (iii)  acknowledges  that attached to this
Letter of Transmittal  and Election Form as Schedule "A" is the  appropriate tax
election under subsection 97(2) of the Tax Act; (iv) will send two (2) copies of
the tax  election  attached as Schedule  "A" to this Letter of  Transmittal  and
Election Form,  duly completed and executed in its capacity as the  "transferor"
thereunder,  to PDLP so that  they are  received  by PDLP no later  than 90 days
following the Effective Date; and (v)  acknowledges  that none of the addressees
above (A) has made any representation as to the tax or other consequences of the
Option B  election,  or (B) bears any  responsibility  for the  completeness  or
accuracy of any form to be filed with any  governmental  authority in respect of
this election or for the timely filing of such form  (including  any late filing
penalties).  With the  exception of execution of the tax election and the filing
of such tax  election  with the  Canada  Revenue  Agency  within 120 days of the
Effective  Date  (provided  that  the   undersigned   otherwise   complies  with
subparagraph  (iv)  above),  compliance  with the  requirements  for  valid  tax
elections will be the sole responsibility of the Eligible Shareholder making the
election. Accordingly, Precision, the Trust, PDLP and the Depository will not be
responsible  or liable  for taxes,  interest,  penalties,  damages  or  expenses
resulting  from the  failure of anyone to  properly  complete  any  election  or
properly file it within the time prescribed and in the form prescribed under the
Tax  Act (or the  corresponding  provisions  of any  applicable  provincial  tax
legislation).

Eligible  Shareholders are cautioned that the use of such an election may not be
appropriate  for all  Eligible  Shareholders.  No opinion has been  requested or
obtained  by  Precision,  PDLP or the Trust as to the tax  consequences  of such
election to a particular Eligible Shareholder and none of Precision, PDLP or the
Trust is providing  any  representation  as to the tax  consequences  of such an
election.  Eligible  Shareholders  are urged to consult  their own legal and tax
advisors with respect to the  consequences  (tax and otherwise)  associated with
electing this alternative.

Unless  otherwise  indicated under Special  Delivery  Instructions on page 5 (in
which case delivery should be made in accordance with those  instructions),  the
certificates for Trust Units,  Exchangeable LP Units and Weatherford  Shares, as
applicable,  to which the  undersigned  is  entitled  will be  forwarded  to the
undersigned,  together with a cheque  representing  the  undersigned's  pro-rata
share of the Special Cash Payment,  at the address specified below the signature
of the undersigned (or if no such address or delivery  instructions are made, to
the latest address of record on Precision's share register).  If the Arrangement
is not  completed  and the  Arrangement  Agreement  is  terminated  or Precision
terminates its  obligations  thereunder  pursuant to its terms,  the undersigned
directs the Depository to return the enclosed  certificate(s) in accordance with
the instructions in the preceding sentence.

NON-REGISTERED  HOLDERS OF COMMON  SHARES  SHOULD  CONTACT  THEIR  NOMINEE (I.E.
BROKER, TRUST COMPANY, BANK OR OTHER REGISTERED HOLDER) WHICH HOLDS THEIR COMMON
SHARE CERTIFICATES ON THEIR BEHALF TO ARRANGE FOR THEIR EXCHANGE.

No fractions of  Exchangeable  LP Units or Weatherford  Shares will be issued in
exchange  for  Common  Shares  pursuant  to  the  Arrangement.  In  lieu  of any
fractional   Exchangeable  LP  Units  or  Weatherford  Shares,  each  registered
Shareholder  otherwise  entitled  to a fraction  of an  Exchangeable  LP Unit or
Weatherford  Share  will have such  entitlement  rounded  to the  nearest  whole
number.  If more than one  certificate  formerly  representing  Common Shares is
surrendered  for the  account of the same  holder,  the  number of Trust  Units,
Exchangeable LP Units and Weatherford Shares, as the case may be, for which such
certificates  have  been  surrendered  shall  be  computed  on the  basis of the
aggregate number of Common Shares represented by the certificates surrendered.

The undersigned:

1.       represents and warrants that the  undersigned is the legal owner of the
         above listed Common Shares, has good title to the rights represented by
         the above mentioned certificates, free and clear of all liens, charges,
         encumbrances,  claims and  equities  and  together  with all rights and
         benefits,   and  has  full  power  and   authority   to  deliver   such
         certificates;

2.       represents  and warrants  that the  information  provided  hereunder is
         true, accurate and complete as of the date hereof;

3.       represents  and  warrants  that  the  certificate(s)  described  below,
         together with any other  certificates  submitted with a separate Letter
         of   Transmittal   and  Election  Form  as  required  by  the  attached
         instructions,  represents  all  of  the  Common  Shares  owned  by  the
         undersigned;

4.       acknowledges receipt of the Information Circular dated October 3, 2005;

<PAGE>
                                        4


5.       represents  and  warrants  that  the  undersigned  has full  power  and
         authority to make the elections herein and unless the undersigned shall
         have revoked this election by notice in writing given to the Depository
         not later than 5:00 p.m.  (Calgary time) on the Election  Deadline,  as
         defined in Instruction 1, the undersigned will not, prior to such time,
         transfer or permit to be transferred any of such Common Shares;

6.       directs the  Depository to issue or cause to be issued the Trust Units,
         Exchangeable  LP Units and Weatherford  Shares,  as the case may be, to
         which the  undersigned  is  entitled,  together  with a cheque  (net of
         applicable  withholding  tax, if any)  representing  the  undersigned's
         pro-rata  share of the Special Cash Payment to the  undersigned  in the
         name  indicated  below,  and to send the Trust Units,  Exchangeable  LP
         Units and  Weatherford  Shares,  as the case may be, and such cheque to
         the address,  or hold the same for pick-up, as indicated in this Letter
         of Transmittal  and Election Form,  unless  otherwise  indicated  under
         Special Registration  Instructions and Special Delivery Instructions on
         page 5;

7.       covenants  and  agrees  to  execute,   upon  request,   any  additional
         documents,  transfers  and  other  assurances  as may be  necessary  or
         desirable  to  complete  the  exchange of  certificate(s)  representing
         Common Shares for certificates  representing Trust Units,  Exchangeable
         LP Units  and  Weatherford  Shares,  as the case may be,  to which  the
         undersigned  is entitled,  and a cheque (net of applicable  withholding
         tax,  if any)  representing  the  undersigned's  pro-rata  share of the
         Special Cash Payment;

8.       acknowledges that all authority  conferred or agreed to be conferred by
         the  undersigned  herein may be exercised  during any subsequent  legal
         incapacity  of  the   undersigned   and  shall  survive  the  death  or
         incapacity,  bankruptcy  or  insolvency  of  the  undersigned  and  all
         obligations of the undersigned herein; and

9.       if applicable,  authorizes the General  Partner,  as general partner of
         PDLP, to execute the appropriate tax election under subsection 97(2) of
         the Tax Act on behalf of each person who is a member of PDLP.



<PAGE>
                                        5

<TABLE>
<CAPTION>
______________________________________________________       ___________________________________________________
<S>                                                          <C>
                         BOX A                                                       BOX B
           SPECIAL REGISTRATION INSTRUCTIONS                             SPECIAL DELIVERY INSTRUCTIONS
                  (SEE INSTRUCTION 4)                                         (SEE INSTRUCTION 4)

To be completed only if the certificates for the Trust      To be  completed  only if the  certificates  for the
Units,  Exchangeable LP Units and Weatherford  Shares,      Trust Units,  Exchangeable  LP Units and Weatherford
as the  case  may be,  to  which  the  undersigned  is      Shares, as the case may be, to which the undersigned
entitled,  together with the cheque  representing  the      is entitled,  together with the cheque  representing
undersigned's  pro-rata  share  of  the  Special  Cash      the undersigned's pro-rata share of the Special Cash
Payment,  are  NOT to be  issued  in the  name  of the      Payment,  are to be  sent  to a name  or an  address
undersigned.                                                other than the name and  address of the  undersigned
                                                             specified below the signature of the undersigned.

In the Name of:_______________________________________       In the Name of:____________________________________
                  (please print)                                               (please print)

Address:______________________________________________       Address:___________________________________________

______________________________________________________       ___________________________________________________

______________________________________________________       ___________________________________________________
(include postal or zip code)                                 (include postal or zip code)

SIN/TIN:______________________________________________

______________________________________________________
Telephone Number (during business hours)
______________________________________________________       ___________________________________________________

______________________________________________________       ___________________________________________________

                         BOX C                                                       BOX D
                    HOLD FOR PICK-UP                                         EXCHANGEABLE LP UNIT
                  (SEE INSTRUCTION 4)                                            CERTIFICATION

[_]  Check  here if the  certificates  for  the  Trust       The Shareholder certifies that the Shareholder:
     Units,  Exchangeable  LP  Units  and  Weatherford
     Shares,   as  the  case  may  be,  to  which  the
     undersigned is entitled, together with the cheque       [_]  is a Resident; and
     representing the undersigned's  pro-rata share of
     the  Special  Cash  Payment,  are to be held  for       [_]  is not exempt from tax under Part I of the Tax
     pick-up at the office of the  Depository at which            Act.
     this Letter of  Transmittal  and Election Form is
     deposited.                                              ANY SHAREHOLDER  FAILING TO CHECK BOTH OF THE ABOVE
                                                             BOXES  WILL BE DEEMED TO HAVE  ELECTED  TO  RECEIVE
                                                             OPTION A - TRUST UNIT CONSIDERATION PURSUANT TO THE
                                                             ARRANGEMENT.
______________________________________________________       ___________________________________________________

________________________________________________________________________________________________________________

                                                       BOX E
                                                 ADJUSTED COST BASE
                                       (ONLY REQUIRED IF OPTION B IS CHOSEN)

The  adjusted  cost  base of the  Common  Shares  deposited  by the Shareholder hereunder pursuant to Option B -
Exchangeable LP Unit Consideration is: $ _______________________.

Number of Exchangeable LP Units requested: ___________________.
________________________________________________________________________________________________________________
</TABLE>

<PAGE>
                                        6

<TABLE>
<CAPTION>
________________________________________________________________________________________________________________

                                                       BOX F
                                              DECLARATION OF RESIDENCY

In accordance with the Tax Act, the Shareholder certifies that the Shareholder is a resident of:

      [_]    Canada

      [_]    United States of America

      [_]    Other Country _______________________________________ (please specify)

________________________________________________________________________________________________________________
<S>                                                        <C>

Signature guaranteed by (if required under item 6 of the     Dated: _________________________, 2005
Instructions):


_____________________________________________              _____________________________________________________
Authorized Signature                                       Signature of Shareholder or Authorized
                                                           Representative (see items 5 and 7 of the
                                                           Instructions)

_____________________________________________              _____________________________________________________
Name of Guarantor (please print or type)                   Address of Shareholder


_____________________________________________              _____________________________________________________
Address of Guarantor (please print or type)


_____________________________________________              _____________________________________________________
                                                           Telephone Number of Shareholder


                                                           _____________________________________________________
                                                           Facsimile Number of Shareholder


                                                           _____________________________________________________
                                                           Social Insurance Number or U.S. Resident Taxpayer
                                                           Identification Number of Shareholder (must be
                                                           provided)

                                                           _____________________________________________________
                                                           Name of Shareholder (please print or type)

                                                           _____________________________________________________
                                                           Name of Authorized Representative, if applicable
                                                           (please print or type)
</TABLE>

<PAGE>
                                        7


                                  INSTRUCTIONS
1.       ELECTIONS

         To  receive  Trust  Unit  Consideration  or the  Exchangeable  LP  Unit
         Consideration,   holders  of  Common   Shares  must  deposit  with  the
         Depository (at the address specified on the back page of this document)
         on or before  5:00 p.m.  (Calgary  time) on October 27, 2005 or, if the
         Meeting  is  adjourned  or  postponed,  such time on the second to last
         Business  Day  immediately  preceding  the  date of such  adjourned  or
         postponed Meeting (the "ELECTION DEADLINE"), a duly completed Letter of
         Transmittal  and Election Form indicating the election to receive Trust
         Unit  Consideration or the Exchangeable LP Unit Consideration for their
         Common  Shares,  together with the  certificate(s)  representing  those
         Common Shares.

         WHERE NO ELECTION IS MADE OR WHERE THE ELECTION IS NOT  PROPERLY  MADE,
         THE  DEPOSITING  HOLDERS  OF  COMMON  SHARES,  WHO ARE  NOT  DISSENTING
         SHAREHOLDERS,  WILL BE DEEMED TO HAVE ELECTED TO RECEIVE ON  COMPLETION
         OF THE ARRANGEMENT  OPTION A - TRUST UNIT  CONSIDERATION FOR ALL OF THE
         COMMON SHARES DEPOSITED BY THE UNDERSIGNED HEREUNDER. HOLDERS OF COMMON
         SHARES ARE URGED TO CONSULT THEIR TAX ADVISOR AS TO THEIR ELECTION.

         If the Electing  Eligible  Shareholders  elect  pursuant to Option B to
         take more  Exchangeable  LP Units than the  Exchangeable LP Unit Limit,
         the number of Exchangeable  LP Units to be issued to Electing  Eligible
         Shareholders  shall be reduced rateably on the basis more  particularly
         set for in paragraph (g) of the Plan and Electing Eligible Shareholders
         will receive Trust Units in lieu of Exchangeable LP Units to the extent
         that  Exchangeable  LP Units are requested but not provided due to that
         pro-rationing.

         HOLDERS OF COMMON SHARES WHO ARE NOT DISSENTING SHAREHOLDERS AND WHO DO
         NOT DEPOSIT WITH THE DEPOSITORY A DULY COMPLETED  LETTER OF TRANSMITTAL
         AND ELECTION FORM ON OR BEFORE THE ELECTION DEADLINE AND OTHERWISE FAIL
         TO FULLY COMPLY WITH THE  REQUIREMENTS OF THE LETTER OF TRANSMITTAL AND
         ELECTION  FORM AND THESE  INSTRUCTIONS  IN  RESPECT OF AN  ELECTION  TO
         RECEIVE  EXCHANGEABLE  LP UNIT  CONSIDERATION  WILL BE  DEEMED  TO HAVE
         ELECTED TO  RECEIVE ON  COMPLETION  OF THE  ARRANGEMENT  THE TRUST UNIT
         CONSIDERATION FOR THEIR COMMON SHARES.

2.       NON-RESIDENT OR TAX-EXEMPT SHAREHOLDERS

         Holders of Common Shares who are not resident in Canada for purposes of
         the Tax Act or who are  exempt  from  tax  under  Part I of the Tax Act
         cannot  elect  Option B -  Exchangeable  LP Unit  Consideration.  Those
         Shareholders  may only receive Trust Units and their  pro-rata share of
         the  Weatherford  Shares and Special  Cash  Payment.  Holders of Common
         Shares who are not  resident  in Canada for  purposes of the Tax Act or
         who are exempt from tax under Part I of the Tax Act must  complete  the
         Letter of Transmittal and Election Form and enclose the  certificate(s)
         representing  their Common  Shares in order to receive  Trust Units and
         their  pro-rata  share  of the  Weatherford  Shares  and  Special  Cash
         Payment.

3.       USE OF LETTER OF TRANSMITTAL AND ELECTION FORM

         (a)      This Letter of  Transmittal  and Election  Form (or a manually
                  executed  copy  hereof)  properly   completed  and  signed  as
                  required by the  instructions  set forth below,  together with
                  accompanying  certificates  representing the Common Shares and
                  all other documents required by the terms of the Plan and this
                  Letter of  Transmittal  and Election  Form must be received by
                  the  Depository  at the office  specified  on the back page of
                  this document.

         (b)      The method  used to deliver  this  Letter of  Transmittal  and
                  Election Form and any accompanying  certificates  representing
                  Common  Shares  and all  other  required  documents  is at the
                  option  and  risk  of the  person  depositing  the  same,  and
                  delivery will be deemed effective only when such documents are
                  actually  received.  It  is  recommended  that  the  necessary
                  documentation  be hand  delivered to the  Depository at any of
                  their offices specified on the back page of this document, and
                  a receipt obtained.  However, if such documents are mailed, it
                  is recommended  that  registered  mail be used and that proper
                  insurance be obtained.  Shareholders  whose Common  Shares are
                  registered  in the  name of a  nominee  should  contact  their
                  stockbroker,  investment dealer,  bank, trust company or other
                  nominee for assistance in depositing those Common Shares.

<PAGE>
                                        8


4.       REGISTRATION AND DELIVERY INSTRUCTIONS

         The  box  entitled  "Special   Registration   Instructions"  should  be
         completed  if the  certificates  for the Trust Units,  Exchangeable  LP
         Units and Weatherford  Shares, as the case may be, and the cheque to be
         issued  pursuant to the  Arrangement  are to be issued in the name of a
         person  other than the person  signing  the Letter of  Transmittal  and
         Election Form. The boxes entitled "Special  Delivery  Instructions" and
         "Hold  for  Pick-up",  as  applicable,   should  be  completed  if  the
         certificates for the Trust Units, Exchangeable LP Units and Weatherford
         Shares, as the case may be, and the cheque to be issued pursuant to the
         Arrangement  are to be:  (a) sent to  someone  other  than  the  person
         signing  the Letter of  Transmittal  and  Election  Form or sent to the
         person  signing  the  Letter of  Transmittal  and  Election  Form at an
         address other than that appearing below that person's signature; or (b)
         held by the Depository for pick-up. See also Instruction 6 below.

5.       SIGNATURES

         This Letter of  Transmittal  and Election  Form must be  completed  and
         signed  by the  holder  of  Common  Shares  or by  such  holder's  duly
         authorized representative (in accordance with Instruction 7 below).

         (a)      If this Letter of  Transmittal  and Election Form is signed by
                  the registered  owner(s) of the  accompanying  certificate(s),
                  such  signature(s)  on this Letter of Transmittal and Election
                  Form must  correspond  with the  name(s) as  registered  or as
                  written on the face of such certificate(s)  without any change
                  whatsoever,  and the certificate(s)  need not be endorsed.  If
                  such transmitted  certificate(s) are owned of record by two or
                  more joint  owners,  all such  owners  must sign the Letter of
                  Transmittal and Election Form.

         (b)      If this Letter of Transmittal and Election Form is signed by a
                  person  other  than  the  registered  owner(s)  of the  Common
                  Shares,  or if the  Trust  Units,  Exchangeable  LP Units  and
                  Weatherford  Shares,  as the case may be, and the cheque to be
                  issued  pursuant  to the  Arrangement  are to be  issued  to a
                  person other than the registered holder(s):

                  (i)      such deposited  certificate(s) must be endorsed or be
                           accompanied by an appropriate share transfer power of
                           attorney   duly  and   properly   completed   by  the
                           registered owner(s); and

                  (ii)     the  signature(s)  on such  endorsement  or  power of
                           attorney  must  correspond  exactly to the name(s) of
                           the registered owner(s) as registered or as appearing
                           on the certificate(s) and must be guaranteed as noted
                           in Instruction 6 below.

6.       GUARANTEE OF SIGNATURES

         If this Letter of Transmittal and Election Form is executed by a person
         other than the registered owner(s) of the Common Shares, such signature
         must be guaranteed by an Eligible Institution,  or in some other manner
         satisfactory to the Depository (except that no guarantee is required if
         the signature is that of an Eligible Institution).

         An "Eligible Institution" means a Canadian Schedule 1 chartered bank, a
         major  trust  company in Canada,  a member of the  Securities  Transfer
         Agent  Medallion  Program  (STAMP),  a member  of the  Stock  Exchanges
         Medallion  Program  (SEMP) or a member of the New York  Stock  Exchange
         Inc. Medallion  Signature Program (MSP).  Members of these programs are
         usually members of a recognized  stock exchange in Canada or the United
         States,  members  of the  Investment  Dealers  Association  of  Canada,
         members of the National  Association of Securities Dealers or banks and
         trust companies in the United States.

7.       FIDUCIARIES, REPRESENTATIVES AND AUTHORIZATIONS

         Where this Letter of Transmittal  and Election Form or any  certificate
         or share  transfer  or power of  attorney is executed by a person as an
         executor, administrator,  trustee, guardian,  attorney-in-fact or agent
         or  on  behalf  of a  corporation,  partnership  or  association  or is
         executed by any other person  acting in a fiduciary  or  representative
         capacity,  this  Letter  of  Transmittal  and  Election  Form  must  be
         accompanied  by  satisfactory  evidence of the  authority  to act.  The
         Depository,  at its  discretion,  may  require  additional  evidence of
         authority or additional documentation.

<PAGE>
                                        9


8.       MISCELLANEOUS

         (a)      If the space on this Letter of  Transmittal  and Election Form
                  is  insufficient to list all  certificates  for Common Shares,
                  additional certificate numbers and number of Common Shares may
                  be included on a separate  signed list  affixed to this Letter
                  of Transmittal and Election Form.

         (b)      If Common Shares are registered in different forms (e.g. "John
                  Doe"  and "J.  Doe") a  separate  Letter  of  Transmittal  and
                  Election   Form   should   be   signed   for  each   different
                  registration.

         (c)      No  alternative,  conditional  or contingent  deposits will be
                  accepted.  All  depositing  Shareholders  by execution of this
                  Letter of  Transmittal  and Election  Form (or a copy thereof)
                  waive any right to receive any notice by the Depository.

         (d)      The holder of the  Common  Shares  covered  by this  Letter of
                  Transmittal  and  Election  Form  hereby  unconditionally  and
                  irrevocably  attorns to the non-exclusive  jurisdiction of the
                  courts of the  Province  of  Alberta  and the courts of appeal
                  therefrom.

         (e)      Additional  copies of the Letter of  Transmittal  and Election
                  Form may be obtained  on request  and without  charge from the
                  Depository at any of their offices at the addresses  listed on
                  the back page of this document.

9.       LOST CERTIFICATES

         If a share  certificate  has been  lost or  destroyed,  this  Letter of
         Transmittal  and Election Form should be completed as fully as possible
         and  forwarded,  together  with a letter  describing  the loss,  to the
         Depository.   The   Depository   will  respond  with  the   replacement
         requirements,  which must be properly  completed and returned  prior to
         affecting  the  exchange.  If a  share  certificate  has  been  lost or
         destroyed,  please ensure that you provide your telephone number to the
         Depository so that they may contact you.

10.      EXTINCTION OF RIGHTS

         Any  certificate  formerly  representing  Common  Shares  that  is  not
         deposited  with all  other  documents  as  required  by this  Letter of
         Transmittal and Election Form on or before the sixth anniversary of the
         Effective Date shall cease to represent a right or claim of any kind or
         nature  and  the  right  of  the  holder  of the  certificate  formerly
         representing such Common Shares, to receive Trust Units or Exchangeable
         LP Units and any distributions  with respect thereto shall be deemed to
         be   surrendered   to  the  Trust,   together  with  all  dividends  or
         distributions thereon held for such holder.

11.      IRREGULARITIES

         All  questions  as to the  amount  of  Common  Shares  to be  accepted,
         pro-ration,  the form of  documentation  and the validity,  eligibility
         (including  time of receipt),  and  acceptance of any deposit of Common
         Shares will be determined by Precision,  in its sole discretion,  which
         determination  shall be final and binding on all parties. No deposit of
         Common  Shares will be deemed to be properly made until all defects and
         irregularities  have  been  cured or  waived.  None of  Precision,  the
         Depository  or any  other  person  is or will be under any duty to give
         notification of any defect or irregularity in deposits, nor will any of
         them incur any liability  for failure to give such notice.  Precision's
         interpretation of the terms and conditions will be final and binding on
         all parties.


<PAGE>


         OFFICES OF THE DEPOSITORY, COMPUTERSHARE INVESTOR SERVICES INC.

                                     BY MAIL

                      Computershare Investor Services Inc.
                                  P.O. Box 7021
                             31 Adelaide Street East
                            Toronto, Ontario M5C 3H2
                          Attention: Corporate Actions

                       BY REGISTERED MAIL, HAND OR COURIER

               CALGARY                                    TORONTO

Computershare Investor Services Inc.        Computershare Investor Services Inc.
           Watermark Tower                         100 University Avenue
  Suite 600, 530 - 8th Avenue S.W.                       9th Floor
      Calgary, Alberta T2P 3S8                    Toronto, Ontario M5J 2Y1
    Attention: Corporate Actions                Attention: Corporate Actions

                       Toll Free Telephone: 1-800-564-6253
                   E-mail: corporateactions@computershare.com



<PAGE>

                                  SCHEDULE "A"




<PAGE>

<TABLE>
<CAPTION>
[GRAPHIC OMITTED] Canada Customs          Agence des douanes
                  and Revenue Agency      et du revenue du Canada

   ELECTION ON DISPOSITION OF PROPERTY BY A TAXPAYER TO A CANADIAN PARTNERSHIP

<S>                                                                                         <C>
                                                                                            ________________________________________
O   For use by a taxpayer and a Canadian partnership (where the taxpayer is a member              DO NOT USE THIS AREA
    of the partnership immediately after the transfer) to jointly elect under subsection
    97(2).

O   File one completed copy of the election and related schedules (if any) as
    follows:
    -  by the taxpayer who is the sole transferor or, where the transferor is a
       partnership, by an authorized member of the partnership or, where the property
       being transferred is held in co-ownership, one copy by each co-owner;
    -  a list containing the name, address, and social insurance number or
       Business Number of each transferor and of each transferee (including each
       member of a transferor partnership and each member of a partnership which
       is itself a member of either the transferor or the transferee
       partnership);
    -  on or before the earlier date on which any party to the election has to
       file an income tax return for the taxation year in which the transaction
       occurred, taking into consideration any election under subsection 99(2)
       (due date);
    - at the tax centre where the transferor's income tax return is normally
    filed; and - separate from any tax returns. You may put it in the same
    envelope with a return,
       but do not insert it in or attach it to the return.                                  ________________________________________

O   Sections, subsections, and paragraphs on this form are from the INCOME
TAX ACT.

____________________________________________________________________________________________________________________________________
Name of taxpayer (transferor) (print)                                                  | Social insurance number or Business Number
                                                                                       |
_______________________________________________________________________________________|____|____|____|____|____|____|____|____|____
                                                                                                           | Postal Code
                                                                                                           |
____________________________________________________________________________________________________________________________________
Taxation year of    from       Year         Month     Day    to        Year        Month     Day    Tax services office
taxpayer
__________________|________|___________|____________|_____|______|____________|___________|_______|_________________________________


____________________________________________________________________________________________________________________________________
Name of partnership (transferee) (print)                                               | Business Number or Social insurance number
                                                                                       |
_______________________________________________________________________________________|____|____|____|____|____|____|____|____|____
                                                                                                           | Postal Code
                                                                                                           |
____________________________________________________________________________________________________________________________________
Taxation year of    from       Year         Month     Day    to        Year        Month     Day    Tax services office
partnership
__________________|________|___________|____________|_____|______|____________|___________|_______|_________________________________

____________________________________________________________________________________________________________________________________
Name of person to contact for more information                                         |  Area code    | Telephone number
                                                                                       |               |
_______________________________________________________________________________________|_______________|____________________________


    PENALTY FOR LATE-FILED AND AMENDED ELECTIONS
______________________________________________________________________________________ _____________________________________________
                                                                                                       DO NOT USE THIS AREA

An  election  that is filed  after  its due  date is  subject  to a  late-filing
penalty.  Form  T2059  can be  filed  within  3 years  after  its due date if an
estimate of the penalty is paid at the time of filing. Form T2059 can be amended
or filed  after the  3-year  period,  but in these  situations,  attach  both an
estimate  of the  penalty  and a written  submission  for  consideration  by the
Minister, explaining the reason why the election is amended or late.

                                                                                         ___________________________________________
Calculation of late-filing penalty

Fair market value of property transferred ..............  ----------------------

    Less:  agreed amount ...............................  ======================

    Difference .........................................  ======================  A

    Amount A ________________ x 1/4 x 1% x N*........  =  ----------------------  B

    $100 x N* .......................................  =  ======================  C

      __________________________________________________________________________

      *N represents the sum of each month or each part of a month in the period
      from the due date to the actual filing date. Amount C cannot exceed
      $8,000.
      __________________________________________________________________________

Late-filing penalty is the lesser of B and C above.....   ----------------------

Make cheque or money order payable to the Receiver General. Specify "T2059" on
the remittance and indicate the name and social insurance number of the taxpayer
or Business Number if a corporation, whose account will be credited ............         Amount enclosed
                                                                                                            ------------------------

Unpaid amounts, including late-filing penalties are subject to daily compound
interest at a prescribed rate.
____________________________________________________________________________________________________________________________________
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
 INFORMATION REQUIRED

____________________________________________________________________________________________________________________________________
<S>                                                                                                              <C>

On the opposite page, list, describe and state the fair market value of properties transferred.  The description and fair market
value of the consideration received has to be shown opposite the related property transferred. Where the transferred property is
a partnership  interest,  attach a schedule of the calculation of the adjusted cost base. If space on the form is  insufficient,
attach schedules giving similar details. You have to designate the order of disposition of each depreciable property.  With this
election, you do not have to file the following materials: schedules supporting this designation,  documentation relating to the
responses to the  questions  below,  and a brief  summary of the method of  evaluating  the fair market  value of each  property
transferred. However, you have to keep them as Canada Customs and Revenue Agency may ask to see them at a later date.

Is there a written agreement relating to this transfer?                                                           [_] yes  [_] no

Does a price adjustment clause involved apply to any of the properties?
(See Interpretation Bulletin IT-169 for details.)                                                                 [_] yes  [_] no

Is the taxpayer a non-residents of Canada?                                                                        [_] yes  [_] no

Are any of the transferred properties capital properties?                                                         [_] yes  [_] no

    If "yes,"
    -  have they been owned continuously since Valuation Day (V-Day)?                                             [_] yes  [_] no
    -  have they been acquired after V-Day in a transaction considered not to be at arm's length?                 [_] yes  [_] no
    -  since V-Day, has the taxpayer or any person from whom shares were acquired in a non-arm's length
       transaction received any subsection 83(1) dividends for the transferred shares?  (If yes, provide details
       of amount and dates received, and attach a schedule).                                                      [_] yes  [_] no

Is the agreed amount of any of the transferred properties based on an estimate of the fair market value on V-Day? [_] yes  [_] no

If "yes," does a formal documented V-Day value report exist?                                                      [_] yes  [_] no

Has an election under subsection 26(7) of the INCOME TAX APPLICATION RULES (Form T2076) been filed by or on
behalf of the taxpayer?                                                                                           [_] yes  [_] no

Where shares of the capital stock of a private corporation are included in the property disposed of, provide the following:

===================================================================================================================================
Name of corporation (print)                                            | Business Number          Paid-up capital of shares
                                                                       |                                 transferred
--------------------------------------------------------------- --- -- |---|----|---|---|----|---|----------------------------------


 INFORMATIVE NOTES

____________________________________________________________________________________________________________________________________

o    The rules for  subsection  97(2)  elections are complex.  Essential  information is contained in  Interpretation  Bulletins
     IT-169, IT-291 and IT-413.

o    For this  election to be  considered  valid,  you have to  complete  all  information  areas and answer all  questions.  If
     incomplete,  Canada  Customs and Revenue Agency will consider the election  invalid,  and  subsequent  submissions  will be
     subject to a late-filing penalty.

____________________________________________________________________________________________________________________________________
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
  PARTICULARS OF PROPERTY DISPOSED OF AND CONSIDERATION RECEIVED

--------------------------------------------------------------------------------------------------------------------------------
Date of sale or transfer of     |   Year        | Month |  Day   |NOTE: For properties sold or transferred on different dates
properties listed below:        |               |       |        |      use separate Form T2059.
--------------------------------|---|---|---|---|---|---|---|----|------------------------------------

-------------------------------------------------------- ----------- -------------- --------------------------------------------
<S>            <C>                <C>        <C>         <C>         <C>            <C>                       <C>
                 Property disposed of                                                         Consideration received
--------------------------------------------------------                            --------------------------------------------
                                      Elected amount       Agreed    Amount to be
                                         limits*           amount    reported B-A       Description           Fair market
                  Description      ---------------------     B       (if greater                                 value
                                     Fair                             than 0, see
                                    market        A                     note 4)
                                    value
================================================================================================================================
   Capital     (Brief legal)                 (see note 1)
  property
  excluding
depreciable|
  property
-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
 Depreciable   (Description and              (see note (2)
  property     prescribed class)
-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
  Eligible     (Kind)                        (see note (3)
   capital
  property
-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
  Inventory    (Kind)                        (cost
                                             amount)
-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
  Resource     (Brief legal)                    nil
  Property
-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
                                                nil
-------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
                                                nil
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
NOTES
1.  Adjusted cost base (subject to adjustment per section 53.)

2.  The lesser of undepreciated capital cost of all property of the class and the cost of the property.

3.  The less of 4/3 x cumulative  eligible  capital and the cost of the property.  Use "2" instead of "4/3" for dispositions in
    taxation years starting before July 1, 1988, in the case of a corporation or for  dispositions  in fiscal periods  starting
    before January 1, 1988, in any case.

4.  This amount is to be reported either as a capital gain or as income,  whichever  applies.  Also, in the case of depreciable
    property and eligible  capital  property,  a portion of the amount may have to be reported as a capital gain while  another
    portion of the amount may have to be reported as income.


* See Interpretation Bulletin IT-291 for an explanation of the limits.
________________________________________________________________________________________________________________________________



ELECTION AND CERTIFICATION
________________________________________________________________________________________________________________________________

The taxpayer and all member of the  partnership  hereby  jointly elect under section 97(20 in respect of the property  specified
above and certify that the information given in this election,  and in any documents attached, is true, correct, and complete to
the best of their knowledge.

_____________    _______________________________________________________   and    ______________________________________________
     Date        Signature of transferor or authorized signing officer*           Signature of authorized officer of transferee*

* Attach a copy of the authorized agreement.
________________________________________________________________________________________________________________________________
</TABLE>


</TEXT>
</DOCUMENT>
