3
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Amendment No. 1
Under the Securities Exchange Act of
1934
Canadian National Railway Co.
(Name of Issuer)
First Installment Receipts
(Title of Class of Securities)
136-375-20-1
(CUSIP Number)
Check the following box if a fee is being paid
with this statement [ ]
The information required on the remainder of
this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that
section of the Act but shall be subject to all
other provisions of the Act.
<PAGE>
Cusip Number: 136-375-20-1
(1)
Name of Reporting Person and S.S. or I.R.S.
Identification Number of Above Person:
Tiger Management L.L.C.
(2)
Check the Appropriate Box if a Member of a
Group: (a)
(b)
(3)
SEC Use Only
(4)
Citizenship or Place of Organization:
Delaware
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by
Each Reporting Person: -0-
(10)
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
(11)
Percent of Class Represented by Amount in
Row (9): 0%
(12) Type of Reporting Person: IA
<PAGE>
Cusip Number: 136-375-20-1
(1)
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person: Tiger Performance L.L.C.
(2)
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
(3)
SEC Use Only
(4)
Citizenship or Place of Organization:
Delaware
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by Each
Reporting Person: -0-
(10)
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
(11)
Percent of Class Represented by Amount in
Row (9): 0%
(12)
Type of Reporting Person: IA
<PAGE>
Cusip Number: 136-375-20-1
(1)
Name of Reporting Person and S.S. or I.R.S.
Identification Number of Above Person:
Panther Partners, L.P.
(2)
Check the Appropriate Box if a Member of a
Group:
(a)
(b)
(3)
SEC Use Only:
(4)
Citizenship or Place of Organization:
Delaware
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by
Each Reporting Person: -0-
(10)
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
(11)
Percent of Class Represented by Amount in
Row (9): 0%
(12)
Type of Reporting Person: IV PN
<PAGE>
Cusip Number: 136-375-20-1
(1)
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person: Panther Management Company, L.P.
(2)
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
(3)
SEC Use Only:
(4)
Citizenship or Place of Organization:
Delaware
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by
Each Reporting Person: -0-
(10)
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
(11)
Percent of Class Represented by Amount in
Row (9): 0%
(12)
Type of Reporting Person:
IA PN
Cusip Number: 136-375-20-1
(1)
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person: Julian H. Robertson, Jr.
(2)
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
(3)
SEC Use Only:
(4)
Citizenship or Place of Organization:
U.S.
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by Each
Reporting Person: -0-
(10)
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
(11)
Percent of Class Represented by Amount in
Row (9):
0%
(12)
Type of Reporting Person:
IN
<PAGE>
Item 1(a) Canadian National Railway Co.
Item 1(b) 935 de la Gauchetiere St. West,
16th Floor, Montreal, Quebec, Canada H3B2M9
Item 2(a) This statement is filed on behalf
of Tiger Management L.L.C.("TMLLC"), Tiger
Performance L.L.C. ("TPLLC"), Panther
Partners, L.P. ("Panther") and Panther
Management Company, L.P. ("PMCLP").
Julian H. Robertson, Jr. is the ultimate
controlling person of TMLLC, TPLLC and
PMCLP.
Item 2(b) The address of each reporting
person is 101 Park Avenue, New York, NY
10178
Item 2(c) Incorporated by reference to item
(4) of the cover page pertaining to each
reporting person.
Item 2(d) First Installment Receipts
Item 2(e) 136-375-20-1
Item 3. Panther is an investment company
registered under Section 8 of the Investment
Company Act. Each of TMLLC, TPLLC and PMCLP
is an investment adviser registered under
Section 203 of the Investment Advisers Act
of 1940.
Item 4. Ownership as of December 31, 1996
is incorporated by reference to items (5) -
(9) and(11) of the cover page pertaining to
each reporting person.
Item 5. The reporting persons have ceased
to be the beneficial owners of more than 5%
of the class.
Item 6. Not applicable
Item 7. Not applicable
Item 8. Not applicable
Item 9.Not applicable
Item 10. By signing below, I certify that,
to the best of my knowledge and belief, the
securities referred to above were acquired
in the ordinary course of business and were
not acquired for the purpose of and do not
have the effect of changing or influencing
the control of the issuer of such securities
and were not acquired in connection with or
as a participant in any transaction having
such purpose or effect.
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the
information set forth in this statement is
true, complete and correct.
February 10, 1997
TIGER MANAGEMENT L.L.C.
/S/ Nolan Altman,
Chief Financial Officer
TIGER PERFORMANCE L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.,
its General Partner By:
Panther Management Corporation,
its General Partner
/S/ Nolan Altman,
Chief Financial Officer
PANTHER MANAGEMENT COMPANY, L.P.
By: Panther Management Corporation,
its General Partner
/S/ Nolan Altman,
Chief Financial Officer
JULIAN H. ROBERTSON, JR.
/S/ Nolan Altman,
Under Power of Attorney
Dated: January 27, 1995,
On File with Schedule 13G for Kohl's
Corp. 2/7/95
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this
Amendment No. 1 to Schedule 13G dated
February 10, 1997 relating to first
installment receipts of Canadian
National Railway Co. shall be filed on
behalf of each of the undersigned.
TIGER MANAGEMENT L.L.C.
/S/ Nolan Altman,
Chief Financial Officer
TIGER PERFORMANCE L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
PANTHER PARTNERS, L.P.
By: Panther Management Company,
L.P.,its General Partner
By: Panther Management Corporation,
its General Partner
/S/ Nolan Altman,
Chief Financial Officer
PANTHER MANAGEMENT COMPANY, L.P.
By: Panther Management Corporation,
its General Partner
/S/ Nolan Altman,
Chief Financial Officer
JULIAN H. ROBERTSON, JR.
/S/ Nolan Altman, Under Power of
Attorney Dated: January 27, 1995,
On File with Schedule 13G for Kohl's
Corp. 2/7/95
