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<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D. C. 20549</b></p>

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

<p align="center">REGISTRATION STATEMENT UNDER 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 <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"><b>P.O. Box 2015, Suite 1110<br>
20 Eglinton Avenue West<br>
Toronto, Ontario, Canada M4R 1K8</b></p>

<p align="center">(Address, including zip code, of
registrant&#146;s principal executive office)</p>

<p align="center"><b>FAHNESTOCK VINER HOLDINGS INC. 1996 EQUITY
INCENTIVE 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>Title of Securities to be Registered (1) - Class A non-voting
shares</p>

<p>Amount to be registered - 585,000</p>

<p>Proposed maximum offering price per share (1) - $26.17</p>

<p>Proposed maimum aggregate offering price - $15,309,450 </p>

<p>Amount of registration fee (1) - $1,408.47</p>

<blockquote>
    <p>(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
    December 16, 2002 on The New York Stock Exchange. </p>
    <p>&nbsp;</p>
</blockquote>

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

<p>&nbsp;</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 issued upon exercise of employee
stock options granted pursuant to the Company&#146;s
1996 Equity Incentive Plan, Amended and Restated as at May 17,
1999, as amended (the &quot;Plan&quot;). The contents of Registration
Statement on Form S-8 (Registration No. 333-22485), Registration
Statement on Form S-8 (Registration No. 333-53643) and
Registration Statement on Form S-8 (Registration No. 333-37158),
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.</p>

<p>&nbsp;</p>

<p><b>Item 8. Exhibits</b></p>

<p>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.</p>

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

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

<p>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 17th day of
December, 2002.</p>

<p>&nbsp;</p>

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

<p>&nbsp;</p>

<p>By:<u> /s/ E. K. Roberts<br>
</u>E. K. Roberts, President, Treasurer,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 - Name - Title - Date </u></p>

<p><u>/s/ A. G. Lowenthal</u> - A. G. Lowenthal - Chief Executive
Officer,Chairman of the Board, Director - December 17, 2002</p>

<p><u>/s/ E. K. Roberts</u> - E. K. Roberts - Chief Financial
Officer,President, Treasurer, Director - December 17, 2002</p>

<p><u>/s/A. W. Oughtred</u> - A. W. Oughtred - Secretary,
Director - December 17, 2002</p>

<p><u>/s/J. L. Bitove</u>- J.L. Bitove - Director - December 17,
2002</p>

<p><u>/s/R. Crystal</u> - R. Crystal - Director - December 17,
2002</p>

<p><u>/s/K. W. McArthur - </u>K. W. McArthur - Director -
December 17, 2002</p>

<p><u>/s/B. Winberg</u> - B. Winberg - Director - December 17,
2002</p>

<p>&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 Exchange
Act 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) By-Laws, as amended (previously filed as an exhibit to
Form 20-F for the fiscal year ended December 31, 1987)*</p>

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

<p>10(a) Fahnestock Viner Holdings Inc. 1996 Equity Incentive
Plan , Amended and Restated as at May 17, 1999 together with
Amendment No. 2 dated February 28, 2001</p>

<p>10(b) Fahnestock Viner Holdings Inc. 1996 Equity Incentive
Plan , Amended and Restated as at May 17, 1999 together with
Amendment No. 3 dated February 28, 2002</p>

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

<p>23(b) 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>&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
(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)
FAHNESTOCK VINER HOLDINGS INC. 1996 EQUITY
INCENTIVE 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 - 585,000
Proposed maximum offering price per share (1) - $26.17
Proposed maimum aggregate offering price - $15,309,450
Amount of registration fee (1) - $1,408.47
(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
    December 16, 2002 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
Fahnestock Viner Holdings Inc., an Ontario corporation (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) and
Registration Statement on Form S-8 (Registration No. 333-37158),
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.
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.
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 17th 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 - Name - Title - Date
/s/ A. G. Lowenthal
- A. G. Lowenthal - Chief Executive
Officer,Chairman of the Board, Director - December 17, 2002
/s/ E. K. Roberts
- E. K. Roberts - Chief Financial
Officer,President, Treasurer, Director - December 17, 2002
/s/A. W. Oughtred
- A. W. Oughtred - Secretary,
Director - December 17, 2002
/s/J. L. Bitove
- J.L. Bitove - Director - December 17,
2002
/s/R. Crystal
- R. Crystal - Director - December 17,
2002
/s/K. W. McArthur -
K. W. McArthur - Director -
December 17, 2002
/s/B. Winberg
- B. Winberg - Director - December 17,
2002
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, 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) By-Laws, as amended (previously filed as an exhibit to
Form 20-F for the fiscal year ended December 31, 1987)*
5 Opinion of Borden Ladner Gervais LLP regarding the legality
of any original issuance of common stock being registered.
10(a) Fahnestock Viner Holdings Inc. 1996 Equity Incentive
Plan , Amended and Restated as at May 17, 1999 together with
Amendment No. 2 dated February 28, 2001
10(b) Fahnestock Viner Holdings Inc. 1996 Equity Incentive
Plan , Amended and Restated as at May 17, 1999 together with
Amendment No. 3 dated February 28, 2002
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Borden Ladner Gervais LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature pages of the
registration statement)