**CERTIFICATION EXHIBIT31.2**

I, Elaine K. Roberts, certify that: 

1.I have reviewed this annual report onForm 10-K of Oppenheimer Holdings Inc.; 

2.Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made,in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by thisannual report; 

3.Based on my knowledge, the financialstatements, and other financial information included in thisannual 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 other certifyingofficers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e)) and 15d-15(e)) for the registrant and wehave: 

|   | 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 9, 2004