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)

Canada     98-0080034

(State or Other Jurisdiction of    (I.R.S. Employer

Incorporation or Organization)    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 HOLDINGS INC.

1996 EQUITY INCENTIVE 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

Proposed

Proposed

maximum

maximum

Amount of

Title of Securities

Amount to

offering price

aggregate

registration

to be Registered (1)

be registered

per share (1)

offering price

        fee (1)        

Class A non-voting

400,000

$18.60

$7,440,000

$875.69

shares

(1)

Estimated solely for the purpose of computing the registration fee pursuant to Rules 457(c) and (h) of the Securities Act of 1933 on the basis of the average of the high and low prices of the Class A non-voting shares on October 28, 2005 on The New York Stock Exchange.

EXPLANATORY NOTE

This Registration Statement relates to additional shares of Class A non-voting shares (the “Class A Shares”) of Oppenheimer Holdings Inc., a corporation incorporated under the laws of Canada (the “Company”), to be issued upon exercise of employee stock options granted pursuant to the Company’s 1996 Equity Incentive Plan, Amended and Restated as at May 17, 1999, as amended (the “Plan”).  The contents of Registration Statement on Form S-8 (Registration No. 333-22485), Registration Statement on Form S-8 (Registration No. 333-53643), Registration Statement on Form S-8 (Registration No. 333-37158), Registration Statement on Form S-8 (Registration No. 333-101897) and Registration Statement on Form S-8 (Registration No. 333-117720) which also relates to Class A Shares of the Company that have been or may be issued under the Plan), are incorporated herein by reference.

On May 9, 2005, the Class A and Class B shareholders voted to approve increasing the number of Class A Shares of the Company which may be issued pursuant to options to purchase Class A Shares granted under the Plan by 400,000 shares.

Item 8. Exhibits

All exhibits are filed herewith unless otherwise indicated. For a list of the exhibits required by this item, see the Exhibit Index immediately following the signature pages.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 New York, State of New York, on this 28th day of October, 2005.

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 b e 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

Chairman of the Board,

October 28, 2005

A. G. Lowenthal

Chief Executive Officer,

Director

/s/ E. K. Roberts

President, Treasurer,

October 28, 2005

E. K. Roberts

Chief Financial Officer,

Director

/s/A. W. Oughtred

Secretary, Director

October 28, 2005

A. W. Oughtred

/s/J. L. Bitove

Director

October 28, 2005

J.L. Bitove

/s/R. Crystal

Director

October 28, 2005

R. Crystal

/s/K. W. McArthur

Director

October 28, 2005

K. W. McArthur

____________

Director

October 28, 2005

B. Winberg

3

INDEX TO EXHIBITS

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

Sequentially

Exhibit No.

Description of Exhibit

Numbered Page

4(a)

Articles of Incorporation of

*

Oppenheimer Holdings Inc.

(previously filedas an exhibit

to Form 10-Q for the quarterly

period ended June 30, 2005).

4(b)

By-Laws (previously filed as an

*

exhibit to Form 10-Q for the

quarterly period ended June 30

2005).

5

Opinion of Borden Ladner Gervais LLP

regarding the legality of any

original issuance of common

stock being registered.

10(c)

Oppenheimer Holdings Inc. (formerly called

*

Fahnestock Viner Holdings Inc.)

1996 Equity Incentive Plan, Amended

and Restated as at May 17, 1999 together

with Amendment No. 5 dated March 10, 2005

(previously filed as an exhibit to Form 10-Q for

the quarterly period ended June 30, 2005).

23(a)

Consent of PricewaterhouseCoopers LLP

23(b)

Consent of Borden Ladner Gervais LLP

(included in Exhibit 5)

24

Power of Attorney (included

on the signature pages of

the registration statement)

4

EX-23

EXHIBIT 23(b)

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

3

EX-5

EXHIBITS 5 and 23(b)

OPINION OF COUNSEL

CONSENT OF COUNSEL

[Letterhead of Borden Ladner Gervais LLP)

October 28, 2005

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., a corporation incorporated under the laws of Canada (the “Corporation”), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 dated October 28, 2005, registering an aggregate of 400,000 Class A non-voting shares (the “Class A Shares”) of the Corporation reserved for issuance under the Corporation’s 1996 Equity Incentive Plan (the “Plan”) subject to compliance with applicable United States and Ontario securities laws and the requirements of the Toronto Stock Exchange.

We are qualified to practice in various Provinces of Canada including the Province of Ontario. We have made no investigation of the laws of any jurisdiction other than, and the opinions hereinafter expressed are confined to, the laws of Ontario and the laws of Canada applicable in Ontario.

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:

1.

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

2.

When the 400,000 Class A Shares have been duly issued and when the Corporation has received the issue price for the 400,000 Class A Shares in the manner contemplated by the Plan and the related option agreements, the Class A Shares will be duly 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 to the reference to our name under the heading “Interests of Named Experts and Counsel” in the Registration Statement.

Yours very truly,

/s/ Borden Ladner Gervais LLP

EX-23

EXHIBIT 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Oppenheimer Holdings Inc. (the “Company”) of our report dated March 10, 2005, except for the restatement described in Note 1(s) to the consolidated financial statements and the matter described in the fourth and fifth paragraphs of Management’s Report on Internal Control Over Financial Reporting, as to which the date is May 16, 2005, relating to the financial statements which appear in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004.

/s/ PricewaterhouseCoopers LLP

New York New York

November 1, 2005