**Exhibit 99.5**

CFO SECTION302CERTIFICATION

I, Claude Mongeau, certify that:

| | (1) | I have reviewed this annual report
        on Form 40-F of Canadian National Railway Company;                                                                                                                                                                                                                                             
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| | (2) | Based on my knowledge, this report
        does not contain any untrue statement of a material fact or omit to state
        a material fact necessary to make the statements made, in light of the
        circumstances under which such statements were made, not misleading with
        respect to the period covered by this report;
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| | (3) | Based on my knowledge, the financial
        statements, and other financial information included in this report,
        fairly present in all material respects the financial condition, results
        of operations and cash flows of the issuer as of, and for, the periods
        presented in this report;                       
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| | (4) | The issuers other certifying
        officer and I are responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
        15d-15(e)) for the issuer and have:                                                                                               
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| |     | (b)                                                                                                                                                                                                                                                                                                                                       
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| |     | (c)                                                                                                                                                                                                                                                                                                                                       
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| |     | (d)                                                                                                                                                                                                                                                                                                                                       
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|(5) | The issuer's other certifying officer
        and I have disclosed, based on our most recent evaluation of internal
        control over financial reporting, to the issuer's auditors and the audit
        committee of the issuer's board of directors (or persons performing the
        equivalent functions):
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|    | (a)                                                                                                                                                                                                                                                                                                                
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|    | (b)                                                                                                                                                                                                                                                                                                                
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Date: March 24,
    2005

/s/ Claude MongeauClaude MongeauExecutive Vice-President
          and ChiefFinancial Officer


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