**CERTIFICATION31.2**

I, Elaine K. Roberts, certifythat: 

1.I have reviewed this annualreport on Form 10-K of Oppenheimer Holdings Inc.; 

2.Based on my knowledge, thisannual report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the periodcovered by this annual report; 

3.Based on my knowledge, thefinancial statements, and other financial information included inthis annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this annualreport; 

4.The registrant’s othercertifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e)) and 15d-15(e)) for theregistrant and we have: 

|   | a) designed        such disclosure controls and procedures, or caused such        disclosure controls and procedures to be designed under        our supervision, to ensure that material information        relating to the registrant, including its consolidated        subsidiaries, is made known to us by others within those        entities, particularly during the period in which this        annual report is being prepared; |   |
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|   | b) evaluated        the effectiveness of the registrant’s disclosure        controls and procedures; and presented in this annual        report our conclusions about the effectiveness of the        disclosure controls and procedures as of the end of the        period covered by the annual report based on such        evaluation                                                                                             |   |
|   | c)        disclosed in this report any change in the        registrant’s internal control over financial        reporting that occurred during the registrant’s most        recent fiscal quarter that has materially affected, or is        reasonably likely to materially affect, the        registrant’s internal control over financial        reporting; and                                                              |   |

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5.The registrant’s        other certifying officers and I have disclosed, based on        our most recent evaluation of internal control over        financial reporting, to the registrant’s auditors        and the audit committee of registrant’s board of        directors (or persons performing the equivalent        function): 

|   | a) all        significant deficiencies in the design or operation of        internal control over financial reporting which are        reasonably likely to adversely affect the        registrant’s ability to record, process, summarize        and report financial data; and |   |
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|   | b) any        fraud, whether or not material, that involves management        or other employees who have a significant role in the        registrant’s internal control over financial        reporting.                                                                        |   |

 

|   | "E.K.        Roberts" |   |
|--------|---------------------------------|--------|
|   | Name: Elaine K. Roberts         |   |
|   | Title: Chief Financial Officer  |   |

March 10, 2005