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Exhibit 23.1
[Letterhead of KPMG LLP]
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Canadian National Railway Company
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-8) of Canadian National Railway Company pertaining to its
Management Savings Plan for U.S. Operations of our report dated January 25, 2000
with respect to the consolidated balance sheets as at December 31, 1999 and 1998
and the consolidated statements of income, comprehensive income, changes in
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1999 of Canadian National Railway Company included by
reference in its Annual Report (Form 40-F) for the year ended December 31, 1999,
filed with the Securities and Exchange Commission.
/s/ KPMG LLP
Chartered Accountants
Montreal, Canada
January 5, 2001
