Waterhole #3 is a 1967 Western comedy film directed by William A. Graham. It is considered to be a comic remake of The Good, the Bad, and the Ugly. The film stars James Coburn, Carroll O'Connor and Margaret Blye. The cast also includes Bruce Dern, James Whitmore, Claude Akins, Joan Blondell, and Timothy Carey. The film's theme song is by Roger Miller. It is a Blake Edwards production.