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<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION</b></p>

<p align="center"><b>Washington, D. C. 20549</b></p>

<p align="center"><b>FORM S-8</b></p>

<p align="center">REGISTRATION STATEMENT UNDER<br>
THE SECURITIES ACT OF 1933, AS AMENDED</p>

<p align="center"><b>FAHNESTOCK VINER HOLDINGS INC.<br>
</b>(Exact name of Issuer as Specified in its Charter)</p>

<p align="center"><b>Ontario, Canada ------98-0080034</b></p>

<p align="center">(State or Other Jurisdiction of ------(I.R.S.
Employer<br>
Incorporation or Organization) -------Identification No.)</p>

<p align="center">&nbsp;</p>

<p align="center"><b>P.O. Box 2015, Suite 1110<br>
20 Eglinton Avenue West<br>
Toronto, Ontario, Canada M4R 1K8<br>
</b>(Address, including zip code, of registrant&#146;s principal
executive office)</p>

<p align="center"><b>FAHNESTOCK &amp; CO. INC. 401(k) PLAN<br>
</b>(Full title of the plan)</p>

<p align="center">Elaine K. Roberts<br>
Fahnestock Viner Holdings Inc.<br>
P.O. Box 2015, Suite 1110<br>
20 Eglinton Avenue West<br>
Toronto, Ontario, Canada M4R 1K8</p>

<p align="center">Telephone (416) 322-1515<br>
(Name, address and telephone number, including area code, of
agent for service)</p>

<p align="center"><u></u>&nbsp;</p>

<p align="center"><u>Calculation of Registration Fee</u></p>

<p align="left">Title of Securities to be Registered (1) - Class
A non-voting shares</p>

<p align="left">Amount to be registered - 56,000</p>

<p align="left">Proposed maximum offering price per share (1) -
$26.21</p>

<p align="left">Proposed maximum aggregate offering price -
$13,572,000</p>

<p align="left">Amount of registration fee (1) - $135.04</p>

<blockquote>
    <p>&nbsp;</p>
    <p>&nbsp;</p>
    <p>(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 closing price of the Common
    Stock as reported by The New York Stock Exchange
    (&quot;NYSE&quot;) on December 11, 2002.</p>
    <p align="center"><u></u>&nbsp;</p>
</blockquote>

<p align="center">EXPLANATORY NOTE</p>

<p>This Registration Statement relates to additional shares of
Class A non-voting shares (the &quot;Class A Shares&quot;) of
Fahnestock Viner Holdings Inc., an Ontario corporation (the
&quot;Company&quot;), to be offered and sold to Fahnestock &amp;
Co. Inc. 401(k) Plan (the &quot;Plan&quot;). A registration
statement (the &quot;Plan Registration Statement&quot;) relating
to Class A Shares to be offered and sold to the Plan was filed
with the Securities and Exchange Commission (the &quot;SEC&quot;)
on May 27, 1998 (no.333-53645).</p>

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

<p align="center">&nbsp;</p>

<p align="center">SIGNATURES</p>

<p>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 New York,
State of New York, on this 13th day of December, 2002.</p>

<p>&nbsp;</p>

<p>FAHNESTOCK VINER HOLDINGS INC.<br>
(Registrant)</p>

<p>By:<u> /s/ E. K. Roberts<br>
</u>E. K. Roberts,<br>
President, Treasurer,<br>
Chief Financial Officer</p>

<p>&nbsp;</p>

<p align="center">POWER OF ATTORNEY</p>

<p>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.</p>

<p>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.</p>

<p><u>Signature - Title - Date </u></p>

<p><u>/s/ A. G. Lowenthal</u> - Chairman of the Board, Chief
Executive Officer,Director - December 13, 2002<br>
A. G. Lowenthal </p>

<p><u>/s/ E. K. Roberts</u> - President, Treasurer, Chief
Financial Officer,Director - December 13, 2002<br>
E. K. Roberts</p>

<p><u>/s/A. W. Oughtred</u> - Secretary, Director - December 13,
2002<br>
A. W. Oughtred</p>

<p><u>/s/J. L. Bitove</u> - Director - December 13, 2002<br>
J.L. Bitove</p>

<p><u>/s/R. Crystal</u> - Director - December 13, 2002<br>
R. Crystal</p>

<p><u>/s/K. W. McArthur</u> - Director - December 13, 2002<br>
K. W. McArthur</p>

<p><u>/s/B. Winberg</u> - Director - ecember 13, 2002<br>
B. Winberg</p>

<p>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 13th day of December, 2002.</p>

<p>&nbsp;</p>

<p>FAHNESTOCK &amp; CO. INC. 401(k) PLAN</p>

<p>BY:<u> /s/ A.G. Lowenthal<br>
</u>A.G. Lowenthal, as Trustee of the<br>
Fahnestock &amp; Co. Inc. 401(k) Plan</p>

<p>&nbsp;</p>

<p>BY: <u>/s/ R.M. Neuhoff<br>
</u>R.M. Neuhoff, as Trustee of the<br>
Fahnestock &amp; Co. Inc. 401(k) Plan</p>

<p align="center"><u>INDEX TO EXHIBITS</u></p>

<p>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.</p>

<p>Sequentially</p>

<p><u>Exhibit No. Description of Exhibit Numbered Page</u></p>

<p>4(a) Articles of Incorporation, as amended, of Fahnestock
Viner Holdings Inc. (previously filed as an exhibit to Form 20-F
for fiscal years ended December 31, 1986 and 1988).*</p>

<p>4(b) Fahnestock &amp; Co. Inc. 401(k) Plan (including Trust
Provisions) (previously filed as an exhibit to the Company&#146;s
registration statement on Form S-8 (no.333-22459)).*</p>

<p>5 Opinion of Borden Ladner Gervais LLP regarding the legality
of any original issuance of common stock being registered. </p>

<p>23(a) Consent of PricewaterhouseCoopers LLP </p>

<p>23(b) Consent of PricewaterhouseCoopers LLP (401(k) Plan)</p>

<p>23(c) Borden Ladner Gervais LLP (included in Exhibit 5)</p>

<p>24 Power of Attorney (included on the signature pages of the
registration statement)</p>

<p>28 Financial Statements and Supplemental Information for the
Fahnestock &amp; Co. Inc. 401(k) Plan for the year ended December
31, 2001 (previously filed as an exhibit to the Plan&#146;s
annual report on Form 11-K for the plan year ended December 31,
2001)) *</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
FAHNESTOCK VINER HOLDINGS INC.
(Exact name of Issuer as Specified in its Charter)
Ontario, 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)
FAHNESTOCK & CO. INC. 401(k) PLAN
(Full title of the plan)
Elaine K. Roberts
Fahnestock Viner 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 - 56,000
Proposed maximum offering price per share (1) -
$26.21
Proposed maximum aggregate offering price -
$13,572,000
Amount of registration fee (1) - $135.04
(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 closing price of the Common
    Stock as reported by The New York Stock Exchange
    ("NYSE") on December 11, 2002.
EXPLANATORY NOTE
This Registration Statement relates to additional shares of
Class A non-voting shares (the "Class A Shares") of
Fahnestock Viner Holdings Inc., an Ontario corporation (the
"Company"), to be offered and sold to Fahnestock &
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 May 27, 1998 (no.333-53645).
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 New York,
State of New York, on this 13th day of December, 2002.
FAHNESTOCK VINER 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
- Chairman of the Board, Chief
Executive Officer,Director - December 13, 2002
A. G. Lowenthal
/s/ E. K. Roberts
- President, Treasurer, Chief
Financial Officer,Director - December 13, 2002
E. K. Roberts
/s/A. W. Oughtred
- Secretary, Director - December 13,
2002
A. W. Oughtred
/s/J. L. Bitove
- Director - December 13, 2002
J.L. Bitove
/s/R. Crystal
- Director - December 13, 2002
R. Crystal
/s/K. W. McArthur
- Director - December 13, 2002
K. W. McArthur
/s/B. Winberg
- Director - ecember 13, 2002
B. Winberg
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 13th day of December, 2002.
FAHNESTOCK & CO. INC. 401(k) PLAN
BY:
/s/ A.G. Lowenthal
A.G. Lowenthal, as Trustee of the
Fahnestock & Co. Inc. 401(k) Plan
BY:
/s/ R.M. Neuhoff
R.M. Neuhoff, as Trustee of the
Fahnestock & Co. Inc. 401(k) Plan
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.
Sequentially
Exhibit No. Description of Exhibit Numbered Page
4(a) Articles of Incorporation, as amended, of Fahnestock
Viner Holdings Inc. (previously filed as an exhibit to Form 20-F
for fiscal years ended December 31, 1986 and 1988).*
4(b) 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) Borden Ladner Gervais LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature pages of the
registration statement)
28 Financial Statements and Supplemental Information for the
Fahnestock & Co. Inc. 401(k) Plan for the year ended December
31, 2001 (previously filed as an exhibit to the Plan's
annual report on Form 11-K for the plan year ended December 31,
2001)) *