Mail Stop 3561

								July 14, 2005


 BY U.S. Mail and Facsimile [ (514) 399 - 8559 ]

 Mr. E. Hunter Harrison,
   President and Chief Executive Officer
 CANADIAN NATIONAL RAILWAY COMPANY
935 de La Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9

 	Re:	Canadian National Railway Company
 		Form 40-F for Fiscal Year Ended December 31, 2004
 		Filed March 25, 2005
 		File No. 1-02413

Dear Mr. Harrison:

	We have reviewed the above referenced filing based upon an
examination restricted solely to considerations of Selected
Financial
Data, Management`s Discussion and Analysis, and the Financial
Statements and have the following comments.  Where indicated, we
think you should revise your document in response to these
comments
in future filings with us.  Please confirm that such comments will
be
complied with.  If you disagree, we will consider your explanation
as
to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing the information, we may or may not raise additional
comments.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp,"
within 15 business days of the date of this letter.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


E. Hunter Harrison
Canadian National Railway Company
July 14, 2005
Page 2

FORM 40-F (Fiscal Year Ended December 31, 2004)

2004 Annual Information Form

3.1 Corporate Organization, page 5

1. We note from disclosure in Note 17 to the United States audited
financial statements included in the March 21, 2005 Form 6-K, that
you operate in one business segment with operations in Canada and
the
United States. However, based on the disclosure under this
heading,
whereby you are organized among specific lines, including Western
Canada Region, Eastern Canada Region and the United States Region,
whereby all activities are focused on the ability to meet day-to-
day
service requirements and cost control, and on growing local
accounts,
it appears you may operate in more than one business segment.
Tell
us in detail how you determined that these regions, if considered
operating segments, meet the aggregation criteria set forth in
paragraph 17 of SFAS No. 131.  Also, tell us what information the
chief operating decision maker uses in assessing company
performance
and allocating resources among the regions, and how you decided
that
your various regions constitute one reportable business segment
rather than at a minimum, three separate segments based on the
regional data.  Your response should address paragraphs 10-15 of
SFAS
No. 131.

Financial Statements:

Note 1.  Summary of Significant Accounting Policies, page 59

2. It appears that no accounting policies disclosures have been
provided with regard to major overhauls and large refurbishments.
If
true, please describe your related accounting policies to us.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;


E. Hunter Harrison
Canadian National Railway Company
July 14, 2005
Page 3

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Closing

      You may contact Ms. Beverly A. Singleton, Staff Accountant,
at
(202) 551-3328, or Ms. Margery Reich, Senior Staff Accountant, at
(202) 551-3347 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3211 with any other questions.

      Sincerely,



								David R. Humphrey
								Accounting Branch Chief

cc:  Ms. Cristina Circelli
       General Counsel
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