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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>OPPENHEIMER HOLDINGS INC.<br>
</b>(Exact name of Issuer as Specified in its Charter)</p>

<p align="center"><b>Ontario, Canada<br>
</b>(State or Other Jurisdiction of Incorporation or
Organization)</p>

<p align="center"><b>98-0080034<br>
</b>(I.R.S. Employer 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>OPPENHEIMER &amp; CO. INC. 401(k) PLAN<br>
</b>(Full title of the plan)</p>

<p align="center">Elaine K. Roberts<br>
Oppenheimer Holdings Inc.<br>
P.O. Box 2015, Suite 1110<br>
20 Eglinton Avenue West<br>
Toronto, Ontario, Canada M4R 1K8<br>
Telephone (416) 322-1515<br>
(Name, address and telephone number, including area code, of
agent for service)</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<br>
Amount to be registered: 200,000<br>
Proposed maximum offering price per share (1): $34.26<br>
Proposed maximum aggregate offering price: 46,852,000<br>
Amount of registration fee (1): $630.38</p>

<blockquote>
    <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 average of the high and low
    prices of the Common Stock as reported by The New York Stock
    Exchange on December 12, 2003.</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
Oppenheimer Holdings Inc. (formerly Fahnestock Viner Holdings
Inc.), an Ontario corporation (the &quot;Company&quot;), to be
offered and sold to Oppenheimer &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 December 13, 2002
(no.333-101841).</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">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 Toronto,
Canada, on this 16th day of December, 2003.</p>

<p>OPPENHEIMER 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 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><br>
A. G. Lowenthal, Chairman of the Board,Chief Executive
Officer,Director<br>
</p>

<p><u>/s/ E. K. Roberts<br>
</u>E. K. Roberts, President, Treasurer,Chief Financial
Officer,Director<br>
December 16, 2003 </p>

<p><u>/s/A. W. Oughtred<br>
</u>A. W. Oughtred, Secretary, Director <br>
December 16, 2003</p>

<p><u>/s/J. L. Bitove<br>
</u>J.L. Bitove, Director <br>
December 16, 2003</p>

<p><u>/s/R. Crystal<br>
</u>R. Crystal, Director <br>
December 16, 2003</p>

<p><u>/s/K. W. McArthur<br>
</u>K.W. McArthur, Director <br>
December 16, 2003</p>

<p><u>/s/A. Molestina<br>
</u>A. Molestina, Director <br>
December 16, 2003</p>

<p><u>/s/B. Winberg<br>
</u>B. Winberg, Director <br>
December 16, 2003</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 16th day of December, 2003.</p>

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

<p>BY:<u> /s/ A.G. Lowenthal<br>
</u>A.G. Lowenthal, as Chairman and CEO of Oppenheimer &amp; Co.
Inc., the Plan Adminstrator </p>

<p>BY<u>:/s/ R. Neuhoff <br>
</u>R. Neuhoff, as Executive Vice-President of Oppenheimer &amp;
Co. Inc., the Plan Adminstrator</p>

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

<table border="0" cellpadding="7" cellspacing="0" width="565">
    <tr>
        <td valign="top" width="16%"><u>Exhibit No.</u></td>
        <td valign="top" width="59%"><u>Description of Exhibit</u></td>
        <td valign="top" width="24%"><p align="center">Sequentially</p>
        <p align="center"><u>Numbered Page</u></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="16%">4(a)</td>
        <td valign="top" width="59%">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).</td>
        <td valign="top" width="24%"><p align="center">*</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="16%">4(b)</td>
        <td valign="top" width="59%">Oppenheimer &amp; Co. Inc.
        401(k) Plan (formerly known as Fahnestock &amp; Co. Inc.
        401(k) Plan) (including Trust Provisions) (previously
        filed as an <p>exhibit to the Company&#146;s registration
        statement on Form S-8 (no.333-22459)).</p>
        </td>
        <td valign="top" width="24%"><p align="center">*</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="16%">5</td>
        <td valign="top" width="59%">Opinion of Borden Ladner
        Gervais LLP regarding the legality of any original
        issuance of common stock being registered.</td>
        <td valign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="16%">23(a)</td>
        <td valign="top" width="59%">Consent of
        PricewaterhouseCoopers LLP</td>
        <td valign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="16%">23(b) </td>
        <td valign="top" width="59%">Consent of
        PricewaterhouseCoopers LLP (401(k) Plan)</td>
        <td valign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="16%">23(c)</td>
        <td valign="top" width="59%">Consent of Borden Ladner
        Gervais LLP (included in Exhibit 5)</td>
        <td valign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="16%">24</td>
        <td valign="top" width="59%">Power of Attorney (included
        on the signature pages of the registration statement)</td>
        <td valign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="16%">99</td>
        <td valign="top" width="59%">Financial Statements and
        Supplemental Information for the Fahnestock &amp; Co.
        Inc. 401(k) Plan for the year ended December 31, 2002
        (previously filed as an exhibit to the Plan&#146;s annual
        report on Form 11-K for the plan year ended December 31,
        2002)) </td>
        <td valign="top" width="24%"><p align="center">*</p>
        </td>
    </tr>
</table>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>&nbsp;</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>
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[{"type": "S-8", "sequence": "1", "filename": "s81203.htm", "secsgml_size_bytes": 9464}]
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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
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))
*