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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950103-02-000831.txt : 20020813
<SEC-HEADER>0000950103-02-000831.hdr.sgml : 20020813
<ACCEPTANCE-DATETIME>20020813161157
ACCESSION NUMBER:		0000950103-02-000831
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020813
FILED AS OF DATE:		20020813

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CANADIAN NATIONAL RAILWAY CO
		CENTRAL INDEX KEY:			0000016868
		STANDARD INDUSTRIAL CLASSIFICATION:	RAILROADS, LINE-HAUL OPERATING [4011]
		IRS NUMBER:				980018609
		STATE OF INCORPORATION:			A8
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02413
		FILM NUMBER:		02729862

	BUSINESS ADDRESS:	
		STREET 1:		935 DE LA GAUCHETIERE ST W
		STREET 2:		MONTREAL QUEBEC
		CITY:			CANADA
		STATE:			A8
		ZIP:			H3B 2M9
		BUSINESS PHONE:		5143996569

	MAIL ADDRESS:	
		STREET 1:		935 DE LA GAUCHETIERE ST WEST
		STREET 2:		MONTREAL QUEBEC
		CITY:			CANADA H3B 2M9
		STATE:			A8
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>aug0802_certificate.txt
<TEXT>


================================================================================

                                   FORM 6-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 or 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                                FOR AUGUST 13, 2002

                        Canadian National Railway Company
             (Exact name of Registrant as specified in its charter)

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

                        Canadian National Railway Company
                 (Translation of Registrant's name into English)

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

                        935 de la Gauchetiere Street West
                                Montreal, Quebec
                                 Canada H3B 2M9
                                 (514) 399-7091
                    (Address of principal executive offices)

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

[Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:]

                           FORM 20-F       FORM 40-F  X
                                     ---             ---
[Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of
1934.]
                                YES         NO  X
                                    ---        ---

[If "Yes " is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):] Not applicable


================================================================================


<PAGE>



    Statement of Principal Executive Officer and Principal Financial Officer
      Regarding Facts and Circumstances Relating to Exchange Act Filings


We, PAUL M. TELLIER, President and Chief Executive Officer and CLAUDE MONGEAU,
Executive Vice-President and Chief Financial Officer, of Canadian National
Railway Company ("CN"), state and attest that:

     (1) To the best of our knowledge, based upon a review of the covered
     reports of CN, and, except as corrected or supplemented in a subsequent
     covered report:

          o    no covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report; and

          o    no covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report.

     (2) We have reviewed the contents of this statement with CN's Audit
     Committee.

     (3) In this statement, each of the following is a "covered report" :

          o    CN's Annual Information Form filed on May 31, 2002, as an Annual
               Report for year ended December 31, 2001 on Form 40-F with the
               U.S. Securities and Exchange Commission; and

          o    the reports on Form 6-K of CN filed with the Commission on
               February 5, 2002 containing CN's 2001 audited financial
               statements and management's discussion and analysis (in both
               Canadian and U.S. GAAP), and on May 15, 2002 and August 13, 2002
               containing CN's financial statements for the first and second
               quarters of 2002, respectively.

<PAGE>


     This statement is being submitted to the Commission on a voluntary basis
     and not for the purpose of complying with (i) the Commission's Order dated
     June 27, 2002 pursuant to Section 21(a)(1) of the Securities Exchange Act
     of 1934, as amended, to which Order CN is not subject or (ii) Section 302
     or 906 of the Sarbanes-Oxley Act of 2002.


(s) PAUL M. TELLIER                          (s) CLAUDE MONGEAU
    ---------------                              --------------
President and Chief Executive Officer        Executive Vice-President and
Canadian National Railway Company            Chief Financial Officer
August 13, 2002                              Canadian National Railway Company
                                             August 13, 2002


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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