S-8

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED

OPPENHEIMER HOLDINGS INC.
(Exact name of Issuer as Specified in its Charter)

Ontario, Canada
(State or Other Jurisdiction of Incorporation or Organization)

98-0080034
(I.R.S. Employer Identification No.)

P.O. Box 2015, Suite 1110
20 Eglinton Avenue West
Toronto, Ontario, Canada M4R 1K8
(Address, including zip code, of registrant’s principal executive office)

OPPENHEIMER & CO. INC. 401(k) PLAN
(Full title of the plan)

Elaine K. Roberts
Oppenheimer Holdings Inc.
P.O. Box 2015, Suite 1110
20 Eglinton Avenue West
Toronto, Ontario, Canada M4R 1K8
Telephone (416) 322-1515
(Name, address and telephone number, including area code, of agent for service)

Calculation of Registration Fee

Title of Securities to be Registered (1): Class A non-voting shares
Amount to be registered: 200,000
Proposed maximum offering price per share (1): $34.26
Proposed maximum aggregate offering price: 46,852,000
Amount of registration fee (1): $630.38

(1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the proposed maximum offering price per share and the registration fee relating to the Common Stock being registered have been based on the average of the high and low prices of the Common Stock as reported by The New York Stock Exchange on December 12, 2003.

EXPLANATORY NOTE

This Registration Statement relates to additional shares of Class A non-voting shares (the "Class A Shares") of Oppenheimer Holdings Inc. (formerly Fahnestock Viner Holdings Inc.), an Ontario corporation (the "Company"), to be offered and sold to Oppenheimer & Co. Inc. 401(k) Plan (the "Plan"). A registration statement (the "Plan Registration Statement") relating to Class A Shares to be offered and sold to the Plan was filed with the Securities and Exchange Commission (the "SEC") on December 13, 2002 (no.333-101841).

In accordance with General Instruction E to Form S-8, the Plan Registration Statement is incorporated herein by reference and made a part hereof.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Canada, on this 16th day of December, 2003.

OPPENHEIMER HOLDINGS INC.
(Registrant)

By: /s/ E. K. Roberts
E. K. Roberts,
President, Treasurer,
Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Elaine K. Roberts, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature /Title /Date

/s/ A. G. Lowenthal
A. G. Lowenthal, Chairman of the Board,Chief Executive Officer,Director

/s/ E. K. Roberts
E. K. Roberts, President, Treasurer,Chief Financial Officer,Director
December 16, 2003

/s/A. W. Oughtred
A. W. Oughtred, Secretary, Director
December 16, 2003

/s/J. L. Bitove
J.L. Bitove, Director
December 16, 2003

/s/R. Crystal
R. Crystal, Director
December 16, 2003

/s/K. W. McArthur
K.W. McArthur, Director
December 16, 2003

/s/A. Molestina
A. Molestina, Director
December 16, 2003

/s/B. Winberg
B. Winberg, Director
December 16, 2003

Pursuant to the requirements of the Securities Act of 1933, as amended the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of December, 2003.

OPPENHEIMER & CO. INC. 401(k) PLAN

BY: /s/ A.G. Lowenthal
A.G. Lowenthal, as Chairman and CEO of Oppenheimer & Co. Inc., the Plan Adminstrator

BY:/s/ R. Neuhoff
R. Neuhoff, as Executive Vice-President of Oppenheimer & Co. Inc., the Plan Adminstrator

INDEX TO EXHIBITS

Exhibits designated by an asterisk have been heretofore filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended and are hereby incorporated herein by reference to the pertinent prior filing.

Exhibit No.	Description of Exhibit	Sequentially Numbered Page
4(a)	Articles of Incorporation, as amended, of Oppenheimer Holdings Inc., (formerly known as Fahnestock Viner Holdings Inc.) (previously filed as an exhibit to Form 20-F for fiscal years ended December 31, 1986 and 1988).	*
4(b)	Oppenheimer & Co. Inc. 401(k) Plan (formerly known as Fahnestock & Co. Inc. 401(k) Plan) (including Trust Provisions) (previously filed as an exhibit to the Company’s registration statement on Form S-8 (no.333-22459)).	*
5	Opinion of Borden Ladner Gervais LLP regarding the legality of any original issuance of common stock being registered.
23(a)	Consent of PricewaterhouseCoopers LLP
23(b)	Consent of PricewaterhouseCoopers LLP (401(k) Plan)
23(c)	Consent of Borden Ladner Gervais LLP (included in Exhibit 5)
24	Power of Attorney (included on the signature pages of the registration statement)
99	Financial Statements and Supplemental Information for the Fahnestock & Co. Inc. 401(k) Plan for the year ended December 31, 2002 (previously filed as an exhibit to the Plan’s annual report on Form 11-K for the plan year ended December 31, 2002))	*

EX-23

EXHIBIT 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement of Oppenheimer Holdings Inc. (formerly Fahnestock Viner Holdings Inc.) on Form S-8, to register 200,000 Class A non-voting shares filed on December 16, 2003, of our report dated June 26, 2003, on our audit of the financial statements and supplemental schedules of the Oppenheimer & Co. Inc. 401(k) Plan (formerly the Fahnestock & Co. Inc. 401(k) Plan) (the "Plan") as of and for the year ended December 31, 2002, which report was previously filed as an exhibit to the Plan’s Annual Report on Form 11-K.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
December 15, 2003

EX-23

EXHIBIT 23(c)

THE CONSENT OF BORDEN LADNER GERVAIS LLP IS INCLUDED IN EXHIBIT 5 CONTAINED HEREIN.

EX-5

EXHIBITS 5 and 23(c)

OPINION OF COUNSEL
CONSENT OF COUNSEL

[Letterhead of Borden Ladner Gervias LLP]

December 16, 2003

Securities and Exchange Commission
450 Fifth Street N. W.
Judiciary Plaza
Washington, D. C. 20549
U. S. A.

Dear Sirs:

Re: Oppenheimer Holdings Inc. Registration Statement on Form S-8

We have acted as Ontario counsel to Oppenheimer Holdings Inc. (formerly Fahnestock Viner Holdings Inc.), an Ontario corporation (the "Corporation"), in connection with the preparation and the contemplated filing on December 16, 2003 with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") covering an aggregate of 200,000 Class A non-voting shares (the "Class A Shares") of the Corporation to be issued to the Trustees of the Oppenheimer & Co. Inc. 401(k) Plan, from time to time, subject to compliance with applicable United States and Ontario securities laws and the requirements of The Toronto Stock Exchange.

We have examined such corporate records of the Corporation and other documents as we have deemed necessary and appropriate under the circumstances to furnish the following opinions:

The Corporation is a corporation duly continued and validly existing under the laws of the Province of Ontario.

The 200,000 Class A Shares, when duly issued to the Trustees of the Oppenheimer & Co. Inc. 401(k) Plan and when the Corporation has received the issue price therefor, the Class A Shares will be issued as fully paid and non-assessable shares.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and all amendments thereto and the reference to our name under the heading "Interests of Named Experts and Counsel" in the Registration.

This opinion is intended solely for the use of the person to whom it is addressed and only in connection with the subject matter thereof, and should not be relied upon by any other person or for any purpose, nor quoted from or referred to in any other document, without our prior written consent.

Yours very truly,

/s/ Borden Ladner Gervias LLP

EX-23

EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Oppenheimer Holdings Inc. (formerly Fahnestock Viner Holdings Inc.) (the "Company") relating to Class A non-voting shares of the Company issuable to the Oppenheimer & Co. Inc. 401(k) Plan of our report dated February 25, 2003 which appears in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
December 15, 2003