SECURITIES AND EXCHANGE COMMISSION
                        Washington, D. C. 20549
                                FORM 10-K

(Mark One)                                            
  x  Annual Report Pursuant to Section 13 or 15(d)
     of the Securities Exchange Act of 1934
     (Fee required)

    For the fiscal year ended          Commission file number
    December 31, 1996                  1-14416

  ___Transition Report pursuant to Section 13 or 15(d)
      of the Securities Exchange Act of 1934 (No Fee
      required)                
   For the transition period from _________ to _________.


	FAHNESTOCK VINER HOLDINGS INC.
	(Exact name of registrant 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                      M4R 1K8
  20 Eglinton Avenue West
  Toronto, Ontario, Canada
  (Address of principal executive offices)     (Zip Code)

  Registrant's Telephone number, including area code: 416-322-1515

  Securities registered pursuant to Section 12(b) of the Act:
  Title of each class         	Name of each exchange
                              	on which registered
  Class A non-voting shares	New York Stock Exchange

   Securities registered pursuant to Section 12(g) of the Act:
   Title of each class
   Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to  file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes [x]     No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of the registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock of the Company held by 
non-affiliates of the Company cannot be calculated because no class of 
voting stock of the Company is publicly traded. 

The number of shares of the Company's Class A non-voting shares and Class B 
voting shares (being the only classes of common stock of the Company), 
outstanding on December 31, 1996 was 12,265,760 and 99,680 shares, 
respectively.




TABLE OF CONTENTS      

Item
No.                                                        Page
         PART I
1.       Business                                           1
2.       Properties                                        13
3.       Legal Proceedings                                 14
4.       Submission of Matters to a Vote
         of Security Holders                               14

         PART II
5.       Market for Registrant's Common Equity
         and Related Stockholder Matters                    15
6.       Selected Financial Data                            19
7.       Management's Discussion and Analysis
         of Financial Condition and
         Results of Operations                              19
8.       Financial Statements and Supplementary
         Data                                               24
                                                  (See F1-F14)
9.       Changes in and Disagreements with
         Accountants on Accounting and
         Financial Disclosure                               24

         PART III
10.      Directors and Executive Officers
         of the Registrant                                  25
11.      Executive Compensation                             27
12.      Security Ownership of Certain Beneficial
         Owners and Management                              32
13.      Certain Relationships and Related
         Transactions                                       33

         PART IV
14.      Exhibits, Financial Statement Schedules,
         and Reports on Form 8-K                            34
                                                   (See E1-E2)
         
         Signatures                                         35


PART I
Item 1. BUSINESS

Fahnestock Viner Holdings Inc., formerly called E.A. Viner Holdings
Limited and immediately prior to that called Goldale Investments
Limited (the "Company"), maintains its registered office and
principal place of business at 20 Eglinton Avenue West, Suite 1110,
Toronto, Ontario M4R 1K8 and its telephone number is (416)322-1515.

The Company was originally incorporated under the laws of British
Columbia. Pursuant to Certificate and Articles of Continuation
effective October 12, 1977, the Company's legal existence was
continued under the Business Corporation Act (Ontario) as if it had
been incorporated as an Ontario corporation.

The Company is a holding company and carries on no active business.
It owns, directly or through intermediate subsidiaries, Fahnestock
& Co., Inc. (formerly Edward A. Viner & Co., Inc.), a New York
corporation ("Fahnestock"), Freedom Investments, Inc., a Delaware
corporation ("Freedom"), and Hudson Capital Advisors Inc., a New York
corporation ("Hudson Capital"). Fahnestock, Freedom and Hudson Capital
are sometimes collectively referred to as the "Operating
Subsidiaries". Through the  Operating Subsidiaries, the Company is
engaged in the securities brokerage and trading business and offers
investment advisory and other related financial services.
Fahnestock is the principal Operating Subsidiary. Fahnestock is
engaged in the securities brokerage business in the United States
and, through the agency of local licensed broker-dealers,
Fahnestock operates offices in Buenos Aires, Argentina and Caracas,
Venezuela. Freedom provides discount securities brokerage services in 
the United States. Hudson Capital is engaged in the investment advisory 
business in the United States. 

At December 31, 1996, Fahnestock employed 567 full-time registered
representatives and 384 employees in trading, research, investment
banking, investment advisory services, public finance and support
positions for Fahnestock's 47 offices in the United States and for
Freedom in its offices in Omaha, Nebraska. Fahnestock and Freedom
are broker-dealers registered with the Securities and Exchange
Commission (the "SEC") and in all other jurisdictions where their
respective businesses requires registration. Fahnestock, in
addition to its United States operations, conducts business in
Caracas and Buenos Aires through local broker-dealers who are
licensed under the laws of Venezuela and Argentina, respectively.

The operations of the Company and the Operating Subsidiaries are within 
a single industry segment. No material part of the Company's revenues, 
taken as a whole, are derived from a single customer or group of 
customers.

The Operating Subsidiaries are collectively engaged in a broad range of 
activities in the securities brokerage business, including retail 
securities brokerage, institutional sales, bond trading and investment 
banking - offering both corporate and public finance services, 
underwriting, research, market making and investment advisory and asset 
management services.

Fahnestock and Freedom are members of the New York Stock Exchange, Inc. 
("NYSE") and the National Association of Securities Dealers, Inc. 
("NASD"); and Fahnestock is a member of the American Stock Exchange, 
Inc. ("AMEX"), the Chicago Stock Exchange Incorporated ("CSE"), the 
Chicago Board Options Exchange, Inc. ("CBOE"), the Philadelphia Stock 
Exchange, Inc. ("PHLX"), the New York Futures Exchange, Inc. ("NYFE"), 
the National Futures Association ("NFA") and the Securities Industry 
Association ("SIA"). In addition, Fahnestock has satisfied the 
requirements of the Municipal Securities Rulemaking Board ("MSRB") for 
effecting customer transactions in municipal securities.

Fahnestock, which acts as a clearing broker for Freedom, is also a 
member of the Securities Investor Protection Corporation ("SIPC"), which 
provides, in the event of the liquidation of a broker-dealer, protection 
for customers' accounts (including the customer accounts of other 
securities firms when it acts on their behalf as a clearing broker) held 
by the firm of up to $500,000 for each customer, subject to a limitation 
of $100,000 for claims for cash balances. SIPC is funded through 
assessments on registered broker-dealers which may not exceed 1% of a 
broker-dealer's gross revenues (as defined); SIPC assessments were 
0.095%, 0.095% and 0.073% in 1996, 1995 and 1994, respectively, of the 
adjusted combined gross revenues of Fahnestock and Freedom (and until 
July, 1995, Pace Securities Inc.). In addition, Fahnestock has purchased 
protection from Aetna Casualty and Surety Company of an additional 
$9,500,000 per customer. Upon request, Fahnestock, at the customer's 
expense, will obtain additional protection for a customer whose 
securities account is in excess of $10,000,000.

The following table sets forth the amount and percentage of the
Company's revenues from each principal source for the periods
indicated.

(Dollars in thousands,
except percentages)               Year ended December 31,
                           1996     %     1995     %     1994     %  

Commissions              $ 73,992  35%  $ 69,072  37%   $61,259  39%
Principal transactions     80,508  38%    56,430  31%    44,734  29%
Interest                   32,981  15%    36,233  19%    23,612  15%
Underwriting fees           8,672   4%     6,540   4%    11,130   7%
Advisory fees              14,189   6%    11,251   6%    12,867   8%
Other                       3,646   2%     4,907   3%     3,651   2%

Total revenues           $213,988 100%  $184,433 100%  $157,253 100%

The Company derives most of its revenues from the operations of its 
principal subsidiary, Fahnestock. Although maintained as separate 
entities, because Fahnestock acts as clearing broker in transactions 
initiated by Freedom, the operations of the Company's brokerage 
subsidiaries are closely related. Except as expressly otherwise stated, 
the discussion below pertains to the operations of Fahnestock.


COMMISSIONS

A significant portion of Fahnestock's revenues is derived from 
commissions from retail and, to a lesser extent, institutional customers 
on brokerage transactions in exchange-listed and over-the-counter 
corporate equity and debt securities. Brokerage commissions are charged 
on both exchange and over-the-counter transactions in accordance with a 
schedule which Fahnestock has formulated. In certain cases, discounts 
are granted to customers, generally on large trades or to active 
customers. Fahnestock also provides a range of services in other 
financial products to retail and institutional customers, including the 
purchase and sale of options on the CBOE, the AMEX and other stock 
exchanges as well as futures on indexes listed on various commodities 
exchanges.

Commission business relies heavily on the services of account executives 
with good sales production records. Competition among securities firms 
for such personnel is intense. Retail clients' accounts are serviced by 
retail account executives (excluding the institutional account 
executives referred to below) in Fahnestock's offices. Fahnestock's 
institutional clients, which include mutual funds, banks, insurance 
companies, and pension and profit-sharing funds, are served by 
institutional brokers. (For a discussion of the regulation of these, see 
"Regulation".) The institutional department is supported by the research 
department which provides coverage of a number of commercial and 
industrial as well as emerging growth companies and special situation 
investments. 

Securities Clearance Activities

Fahnestock provides a full range of securities clearance services to two 
non-affiliated securities firms on a fully-disclosed basis. In addition 
to commissions and service charges, Fahnestock derives substantial 
interest revenue from its securities clearing activities. See "Interest" 
and "Securities Borrowed And Loaned." In most cases, Fahnestock provides 
margin financing for the clients of the securities firms for which it 
clears, with the securities firms often guaranteeing the accounts of 
their clients. Fahnestock also extends margin credit directly to its 
correspondent firms to the extent that such firms hold securities 
positions for their own account. Because Fahnestock must rely on the 
guarantees and general credit of its correspondent firms, Fahnestock may 
be exposed to significant risks of loss if any of its correspondents or 
its correspondents' customers are unable to meet their respective 
financial commitments. See "Risk Management."

The correspondent clearing procedure for fully-disclosed accounts 
involves a series of steps: The correspondent broker opens an account 
for its customer and takes the customer's order for the purchase and 
sale of securities. The order is then executed by the correspondent firm 
or Fahnestock. Fahnestock completes the transaction by taking possession 
of the customer's cash, if securities are being purchased, or 
certificates, if securities are being sold, lending the customer any 
amounts required if the purchase is being made on margin, and making 
delivery to the broker for the other party to the transaction. 
Fahnestock or the correspondent sends the customer a written 
confirmation containing the details of each transaction the day after it 
is executed, and Fahnestock sends each customer a monthly statement for 
the entire account. The execution, clearance, settlement, receipt, 
delivery and record-keeping functions involved in the clearing process
require the performance of a series of complex steps, many of which are 
accomplished with data processing equipment.

In addition to executing trades, Fahnestock also provides other services 
to its correspondents, including performance of accounting functions, 
provision of office services, custody of securities and compliance with 
regulatory requirements. The responsibilities arising out of 
Fahnestock's clearing relationships are allocated pursuant to agreements 
with its correspondents. To the extent that the correspondent broker has 
resources available, this allocation of responsibilities protects 
Fahnestock against claims by customers of correspondent brokers where 
the responsibility for the function giving rise to a claim has been 
allocated to the correspondent broker. If the correspondent is unable to 
meet its obligations to its customers, however, dissatisfied customers 
may attempt to obtain recovery from Fahnestock.

Floor Brokerage

In addition to transactions in which Fahnestock executes transactions 
for itself or its own customers, Fahnestock acts as agent for the 
accounts of other brokers. With its memberships on the various 
exchanges, Fahnestock attempts to utilize excess execution capacity by 
executing orders for other brokerage firms. Fahnestock bills such other 
firms at prevailing rates which are set on a basis competitive with 
rates charged by other brokerage firms performing similar functions.

PRINCIPAL TRANASACTIONS

Market-Making

Fahnestock acts as both principal and as agent in the execution of its 
customers' orders in the over-the-counter market. Fahnestock buys, sells 
and maintains an inventory of a security in order to "make a market" in 
that security. (To "make a market" in a security is to maintain firm bid 
and offer prices by standing ready to buy or sell round lots at publicly 
quoted prices. In order to make a market it is necessary to commit 
capital to buy, sell and maintain an inventory of a security.) As of 
December 31, 1996, Fahnestock made approximately 1,800 dealer markets in 
the common stock or other equity securities of corporate issuers. In 
executing customer orders for over-the-counter securities in which it 
does not make a market, Fahnestock generally charges a commission and 
acts as agent or will act as principal by marking the security up or 
down in a riskless transaction, working with another firm which is a 
market-maker acting as principal. However, when the buy or sell order is 
in a security in which Fahnestock makes a market, Fahnestock normally 
acts as principal and purchases from or sells to its customers at a 
price which is approximately equal to the current inter-dealer market 
price plus or minus a mark-up or mark-down. The stocks in which 
Fahnestock makes a market also include those of issuers which are 
followed by Fahnestock's research department.

The U.S. Justice Department and the SEC have completed an investigation 
of industry over-the-counter trading practices. As a result of the 
investigation, the SEC issued "The 21a Report" detailing industry 
practices, some of which were deemed anti-competitive. The SEC has 
effected a "Firm Quote Rule", an "Order Exposure Rule" and a "Best 
Execution Interpretation" (the Rules), all of which are intended to 
correct the aforementioned practices and offer public customers better 
executions. The Rules became effective on January 10, 1997 and it is not 
possible to predict the effect of them on the profitability of the 
Operating Subsidiaries.

Trading profits or losses depend on (i) the skills of those employees 
engaged in market-making activities, (ii) the capital allocated to 
holding positions in securities and (iii) the general trend of prices in 
the securities markets. Trading as principal requires the commitment of 
capital and creates an opportunity for profits or an exposure to risk of 
loss due to market fluctuations. Fahnestock takes both long and short 
positions in those securities in which it makes a market.

The size of its securities positions on any one day may not be 
representative of Fahnestock's exposure on any other day because 
securities positions vary substantially based upon economic and market 
conditions, allocations of capital, underwriting commitments and trading 
volume. Also, the aggregate value of inventories of stocks which 
Fahnestock may carry is limited by the Net Capital Rule. See "Net 
Capital Requirements" and Item 7, "Management's Discussion and Analysis 
of Financial Condition and Results of Operations -- Liquidity and 
Capital Resources."

To a lesser extent, Fahnestock also buys and sells municipal bonds, 
Ginnie Maes, Unit Investment Trusts and U.S. Treasury Securities as well 
as other fixed income securities for its own account in the secondary 
market and maintains an inventory of municipal bonds and other 
securities and resells bonds from its inventory to dealers as well as to 
institutional and retail customers.

Other Trading Activities

Fahnestock holds positions in its trading accounts in over-the-counter
securities and in exchange-listed securities in which it does not make a
market, and may engage from time to time in other types of principal 
transactions in securities. Fahnestock has several trading departments 
including: a convertible bond department, a risk arbitrage department, a 
corporate bond dealer department, a municipal bond department, a 
government/mortgage backed securities department, a department that 
underwrites and trades U.S. government agency issues and a department 
that trades high yield securities (commonly referred to as "junk 
bonds"). These departments continually purchase and sell securities and 
make markets in order to make a profit on the inter-dealer spread. 
Although Fahnestock from time to time holds an inventory of securities, 
more typically, it seeks to match customer buy and sell orders. 
Fahnestock does not carry "bridge loans" (i.e., short-term loans made in 
anticipation of intermediate-term or long-term financing). No 
substantial losses relating to Fahnestock's risk arbitrage activities 
have been incurred.

Investment Income

Dividends and interest earned on securities held in inventory are 
treated as investment income.

Principal transactions, including market-making and other trading and 
investment activities, accounted for approximately 38%, 31% and 29%, 
respectively, of Fahnestock's total revenues for the fiscal years ended 
December 31, 1996, 1995 and 1994, respectively.

Risk Management

Fahnestock's principal transactions and brokerage activities expose it 
to credit and market risks. When Fahnestock advances funds or securities 
to a counterparty in a principal transaction or to a customer in a 
brokered transaction, it is subject to the risk that the counterparty or 
customer will not repay such advances. If the market price of the 
securities purchased or loaned has declined or increased, respectively, 
Fahnestock may be unable to recover some or all of the value of the 
amount advanced. A similar risk is also present where a customer is 
unable to respond to a margin call and the market price of the 
collateral has dropped. In addition, Fahnestock's securities positions 
are subject to fluctuations in market value and liquidity.

Fahnestock monitors market risks through daily profit and loss 
statements and position reports. Each trading department adheres to 
internal position limits determined by senior management and regularly 
reviews the age and composition of its proprietary accounts. Positions 
and profits and losses of each trading department are reported to senior 
management on a daily basis.

In addition to monitoring the credit worthiness of its customers, 
Fahnestock imposes more conservative margin requirements than those of 
the NYSE. Generally, Fahnestock limits customer loans to an amount not 
greater than 65% of the value of the securities (or 50% if the 
securities in the account are concentrated in a limited number of 
issues). In comparison, the NYSE permits loans of up to 75% of the value 
of the securities in a customer's account.

INTEREST

Fahnestock derives net interest income from the financing of customer 
margin loans and its securities lending activities. See "Customer 
Financing" and "Securities Borrowed and Loaned."

Customer Financing

Customers' securities transactions are effected on either a cash or 
margin basis. In margin transactions, Fahnestock extends credit to the 
customer, collateralized by securities and/or cash in the customer's 
account, for a portion of the purchase price, and receives income from 
interest charged on such extensions of credit. The customer is charged 
for such margin financing at interest rates based upon the brokers call 
rate (the prevailing interest rate charged by banks on collateralized 
loans to broker-dealers), to which is added an additional amount of up 
to 2%.

In each of the last five years, financing activities conducted on behalf 
of its customers has provided Fahnestock with a substantial source of 
revenue. A substantial portion of these financing activities are 
undertaken in connection with Fahnestock's securities clearance business 
and its own retail business. See "Commissions." The amount of 
Fahnestock's interest revenue is affected by the volume of customer 
borrowing and by prevailing interest rates.

The primary source of funds to finance customers' margin account 
borrowings are collateralized and uncollateralized bank borrowings,
funds generated by lending securities on a cash collateral basis in
excess of the amount of securities borrowed and free credit balances in 
customers' accounts. Free credit balances in customers' accounts, to the 
extent not required to be segregated pursuant to SEC rules, may be used 
in the conduct of Fahnestock's business, including the extension of 
margin credit. Subject to applicable regulations, interest is paid by 
Fahnestock on most, but not all, of such free credit balances awaiting 
reinvestment by customers. To the extent that the use of free credit 
balances reduces borrowings, interest expense is reduced.

Margin lending by Fahnestock is subject to the margin rules of the
Board of Governors of the Federal Reserve System, NYSE margin 
requirements and Fahnestock's internal policies. By permitting customers 
to purchase on margin, Fahnestock takes the risk of a market decline 
that would reduce the value of its collateral below the customer's 
indebtedness before the collateral could be sold. Under applicable NYSE 
rules, in the event of a decline in the market value of the securities 
in a margin account, Fahnestock is obligated to require the customer to 
deposit additional securities or cash in the account so that at all 
times the loan to the customer for the purchase of marginable securities 
is no greater than 75% of the market value of such securities or cash in 
the account.

Securities Borrowed and Loaned

In connection with both its trading and brokerage activities, Fahnestock 
borrows securities to cover short sales and to complete transactions in 
which customers have failed to deliver securities by the required 
settlement date, and lends securities to other brokers and dealers for 
similar purposes. When borrowing securities, Fahnestock is required to 
deposit cash or other collateral, or to post a letter of credit with the 
lender and receives a rebate (based on the amount of cash deposited) or 
pays a fee calculated to yield a negotiated rate of return.

When lending securities, Fahnestock receives cash or similar collateral 
and generally pays a rebate (based on the amount of cash deposited) to 
the other party to the transaction. Transactions in which stocks are 
borrowed or loaned are generally executed pursuant to written agreements 
with counterparties which require that the securities borrowed be marked 
to market on a daily basis and that excess collateral be refunded or 
that additional collateral be furnished in the event of changes in the 
market value of the securities. Margin adjustments are usually made on a 
daily basis through the facilities of various clearing houses.


UNDERWRITING BUSINESS

Fahnestock manages the underwriting of both corporate and municipal 
securities including the securitization of corporate and other 
obligations, and participates as an underwriter in the syndicates of 
issues managed by other securities firms. The corporate finance 
department is responsible for originating and developing transactions 
which include underwriting, mergers and acquisitions, private 
placements, valuations, financial advisory work and other investment 
banking matters.

The management of and participation in public offerings involve 
significant risks. An underwriter may incur losses if it is unable to 
resell at a profit the securities it has purchased. Under federal and 
state securities and other laws, an underwriter is subject to 
substantial liability for misstatements or omissions that are judged to 
be material in prospectuses and other communications related to 
underwriting.

Underwriting commitments cause a charge against net capital. 
Consequently, the aggregate amount of underwriting commitments at any 
one time may be limited by the amount of net capital available. The 
Company derived 4% of its revenues from underwriting in 1996 compared to 
4% and 7%, respectively, in 1995 and 1994. See "Net Capital 
Requirements" and Item 7, "Management's Discussion and Analysis of 
Financial Condition and Results of Operations -- Liquidity and Capital 
Resources."

INVESTMENT ADVISORY BUSINESS

Hudson Capital and Fahnestock (through its divisions Fahnestock Asset 
Management and Newbold Investment Advisory) provide investment advisory 
services for a fee to their respective clients. These equity and debt 
management service fees are based on the value of the portfolio under 
management. In addition to the management fee, transactions executed for 
such accounts may be effected at standard rates of commission or at 
discounts from Fahnestock's customary commission schedule.

At December 31, 1996 Fahnestock and Hudson Capital together had 
approximately $800 million under management. The agreements under which 
the portfolios are managed on behalf of institutions and other investors 
generally provide for termination by either party at any time.
                    
ADMINISTRATION AND OPERATIONS

Administration and operations personnel are responsible for the 
processing of securities transactions; the receipt, identification and 
delivery of funds and securities; the maintenance of internal financial 
controls; accounting functions; custody of customers' securities; the 
handling of margin accounts for Fahnestock and its correspondents; and 
general office services. Fahnestock employs approximately 180 persons in 
its administration and operations departments at its head office.
            
There is considerable fluctuation during any year and from year to year 
in the volume of transactions Fahnestock must process. Fahnestock 
records transactions and posts its books on a daily basis. Operations 
personnel monitor day-to-day operations to assure compliance with 
applicable laws, rules and regulations. Failure to keep current and 
accurate books and records can render Fahnestock liable for disciplinary 
action by governmental and self-regulatory organisations.

Fahnestock executes its own and certain of its correspondents' 
securities transactions on all United States exchanges of which it is a 
member and in the over-the-counter market. Fahnestock clears all of its 
securities transactions (i.e., it delivers securities that it has sold, 
receives securities that it has purchased and transfers related funds) 
through its own facilities and through memberships in various clearing 
corporations and custodian banks.

Fahnestock believes that its internal controls and safeguards are 
adequate, although fraud and misconduct by customers and employees and 
the possibility of theft of securities are risks inherent in the 
securities industry. As required by the NYSE and certain other 
authorities, Fahnestock carries a broker's blanket insurance bond 
covering loss or theft of securities, forgery of checks and drafts, 
embezzlement, fraud and misplacement of securities. This bond provides 
coverage of up to an aggregate of $15,000,000 with a self-insurance 
retention of $100,000. 

COMPETITION

Fahnestock encounters intense competition in all aspects of the 
securities business and competes directly with other securities firms, a 
significant number of which have substantially greater resources and 
offer a wider range of financial services. In addition, there has 
recently been increasing competition from other sources, such as 
commercial banks, insurance companies and certain major corporations 
which have entered the securities industry through acquisition, and from 
other entities. Commercial banks have petitioned the Federal Reserve 
Board for permission, and have been permitted to enter into various new 
financial service activities, such as underwriting certain 
mortgage-backed, collateralized and municipal revenue securities, as 
well as commercial paper and equities issued by industrial corporations 
so long as such activities do not exceed 25% of total revenues. 
Additionally, foreign-based securities firms and commercial banks 
regularly offer their services in performing a variety of investment 
banking functions including: merger and acquisition advice, leveraged 
buy-out financing, merchant banking, and bridge financing, all in direct 
competition with U.S. broker-dealers. These developments have led to the 
creation of a greater number of integrated financial services firms that 
may be able to compete more effectively than Fahnestock for investment 
funds by offering a greater range of financial services.

Fahnestock believes that the principal factors affecting competition in 
the securities industry are the quality and ability of professional 
personnel and relative prices of services and products offered. 
Fahnestock and its competitors employ advertizing and direct 
solicitation of potential customers in order to increase business and 
furnish investment research publications in an effort to retain  
existing and attract potential clients. Many of Fahnestock's competitors 
engage in these programs more extensively than does Fahnestock.

There is substantial commission discounting by broker-dealers competing 
for institutional and retail brokerage business. The continuation of 
such discounting and an increase in the incidence thereof could 
adversely affect Fahnestock. However, an increase in the use of discount 
brokerages could be beneficial to Freedom.
                    
REGULATION

The securities industry in the United States is subject to extensive 
regulation under both federal and state laws. The SEC is the federal 
agency charged with administration of the federal securities laws. Much 
of the regulation of broker-dealers has been delegated to 
self-regulatory organisations, principally the NASD and the national 
securities exchanges such as the NYSE, which has been designated as 
Fahnestock's primary regulator with respect to securities activities and 
the National Futures Association which has been designated as 
Fahnestock's primary regulator with respect to commodities activities. 
The CBOE has been designated Fahnestock's primary regulator with respect 
to options trading activities. These self-regulatory organizations adopt 
rules (subject to approval by the SEC or the Commodities Futures Trading
Commission ("CFTC"), as the case may be) governing the industry and 
conduct periodic examinations of Fahnestock's and Freedom's operations. 
Securities firms are also subject to regulation by state securities 
commissions in the states in which they do business. Fahnestock is 
registered as a broker-dealer in 50 states and Puerto Rico.

The regulations to which broker-dealers are subject cover all aspects of 
the securities business, including sales methods, trade practices among 
broker-dealers, the use and safekeeping of customers' funds and 
securities, capital structure of securities firms, record keeping and 
the conduct of directors, officers and employees. The SEC has adopted 
rules requiring underwriters to ensure that municipal securities issuers 
provide current financial information and imposing limitations on 
political contributions to municipal issuers by brokers, dealers and 
other municipal finance professionals. Additional legislation, changes 
in rules promulgated by the SEC, the CFTC and by self-regulatory 
organizations, or changes in the interpretation or enforcement of 
existing laws and rules may directly affect the method of operation and 
profitability of broker-dealers. The SEC, self-regulatory organizations, 
and state securities commissions may conduct administrative proceedings 
which can result in censure, fine, issuance of cease and desist orders 
or suspension or expulsion of a broker-dealer, its officers, or 
employees. The principal purpose of regulating and disciplining 
broker-dealers is to protect customers and the securities markets, 
rather than to protect creditors and shareholders of broker-dealers.

Fahnestock and Hudson Capital are also subject to regulation by the SEC 
and under certain state laws in connection with their businesses as 
investment advisors. 

Margin lending by Fahnestock is subject to the margin rules of the Board 
of Governors of the Federal Reserve System and the NYSE. Under such 
rules, Fahnestock is limited in the amount it may lend in connection 
with certain purchases of securities and is also required to impose 
certain maintenance requirements on the amount of securities and cash 
held in margin accounts. In addition, Fahnestock may (and currently 
does) impose more restrictive margin requirements than required by such 
rules. See "Customer Financing."
                    
NET CAPITAL REQUIREMENTS

As a registered broker-dealer and a member firm of the NYSE, Fahnestock 
is subject to certain net capital requirements pursuant to Rule 15c3-l 
(the "Net Capital Rule") promulgated under the Securities Exchange Act 
of 1934 (the "Exchange Act"). The Net Capital Rule, which specifies 
minimum net capital requirements for registered brokers and dealers, is 
designed to measure the general financial integrity and liquidity of a 
broker-dealer and requires that at least a minimum part of its assets be 
kept in relatively liquid form.

Fahnestock elects to compute net capital under an alternative method of 
calculation permitted by the Net Capital Rule. (Freedom computes net 
capital under the basic formula as provided by the Net Capital Rule.)  
Under this alternative method, Fahnestock is required to maintain a 
minimum "net capital", as defined in the Net Capital Rule, at least 
equal to 2% of the amount of its "aggregate debit items" computed in 
accordance with the Formula for Determination of Reserve Requirements 
for Brokers and Dealers (Exhibit A to Rule l5c3-3 under the Exchange 
Act) or $250,000, whichever is greater. "Aggregate debit items" are 
assets that have as their source transactions with customers, primarily 
margin loans. Failure to maintain the required net capital may subject a 
firm to suspension or expulsion by the NYSE, the SEC and other 
regulatory bodies and ultimately may require its liquidation. The Net 
Capital Rule also prohibits payments of dividends, redemption of stock 
and the prepayment of subordinated indebtedness if net capital 
thereafter would be less than 5% of aggregate debit items (or 7% of the 
funds required to be segregated pursuant to the Commodity Exchange Act 
and the regulations thereunder, if greater) and payments in respect of 
principal of subordinated indebtedness if net capital thereafter would 
be less than 5% of aggregate debit items (or 6% of the funds required to 
be segregated pursuant to the Commodity Exchange Act and the regulations 
thereunder, if greater). The Net Capital Rule also provides that the 
total outstanding principal amounts of a broker-dealer's indebtedness 
under certain subordination agreements (the proceeds of which are 
included in its net capital) may not exceed 70% of the sum of the 
outstanding principal amounts of all subordinated indebtedness included 
in net capital, par or stated value of capital stock, paid in capital in 
excess of par, retained earnings and other capital accounts for a period 
in excess of 90 days.

Net capital is essentially defined as net worth (assets minus 
liabilities), plus qualifying subordinated borrowings minus certain 
mandatory deductions that result from excluding assets that are not 
readily convertible into cash and deductions for certain operating 
charges. The Rule values certain other assets, such as a firm's 
positions in securities, conservatively. Among these deductions are 
adjustments (called "haircuts") in the market value of securities to 
reflect the possibility of a market decline prior to disposition. 

Compliance with the Net Capital Rule could limit those operations of the 
brokerage subsidiaries of the Company that require the intensive use of 
capital, such as underwriting and trading activities and the financing 
of customer account balances, and also could restrict the Company's 
ability to withdraw capital from its brokerage subsidiaries, which in 
turn could limit the Company's ability to pay dividends, repay debt and 
redeem or purchase shares of its outstanding capital stock. Under the 
Net Capital Rule broker-dealers are required to maintain certain records 
and provide the SEC with quarterly reports with respect to, among other 
things, significant movements of capital, including transfers to a 
holding company parent or other affiliate. The SEC may in certain 
circumstances restrict the Company's brokerage subsidiaries' ability to 
withdraw excess net capital and transfer it to the Company or to other 
of the Operating Subsidiaries.

Item 2. PROPERTIES

The Company maintains offices at 20 Eglinton Avenue West, Toronto, 
Ontario, Canada for general administrative activities. Most day-to-day 
management functions are conducted at the executive offices of 
Fahnestock at 110 Wall Street, New York, New York. This office also 
serves as the base for most of Fahnestock's research, operations and 
trading, investment banking and investment advisory services, though 
other offices also have employees who work in these areas. Generally, 
the offices outside of 110 Wall Street, New York serve as bases for 
sales representatives who process trades and provide other brokerage 
services in co-operation with Fahnestock's New York office using the 
data processing facilities located there. Freedom conducts its business 
from its offices located at 11422 Miracle Hills Dr., Omaha, Nebraska. 
Management believes that its present facilities are adequate for the 
purposes for which they are used and have adequate capacity to provide 
for presently contemplated future uses.

The Company and its subsidiaries own no real property, but occupy office 
space totalling approximately 242,000 square feet in 49 locations under 
standard commercial terms expiring between 1997 and 2001. If any leases 
are not renewed, the Company believes it could obtain comparable space 
elsewhere on commercially reasonable rental terms.

Item 3.  LEGAL PROCEEDINGS 

There are no material legal proceedings to which the Company or its 
subsidiaries are parties or to which any of their respective properties 
are subject. The Company's subsidiaries are parties to legal proceedings 
incidental to their respective businesses. The materiality of legal 
matters on the Company's future operating results depends on the level 
of future results of operations as well as the timing and ultimate 
outcome of such legal matters.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Class B voting shares (the "Class B Shares"), the Company's
only class of voting securities, are not registered under the
Exchange Act and are not required to be registered. The Class B
Shares have fewer than 500 shareholders of record. Consequently,
the Company is not required under Section 14 of the Exchange Act to
furnish proxy soliciting material or an information statement to
holders of the Class B Shares. However, the Company is required
under applicable Canadian securities laws to provide proxy
soliciting material, including a management proxy circular, to the
holders of its Class B Shares.

Pursuant to the Company's Articles of Incorporation, holders of
Class A non-voting shares (the "Class A Shares"), although not
entitled to vote thereat, are entitled to receive notices of
shareholders' meetings and to receive all informational documents
required by law or otherwise to be provided to holders of Class B
Shares. In addition, holders of Class A Shares are entitled to
attend and speak at all meetings of shareholders, except class
meetings not including the Class A Shares.

In the event of either a "take-over bid" or an "issuer bid", (as
those terms are defined in the Securities Act,(Ontario)) being made
for the Class B Shares and no corresponding offer being made to
purchase Class A Shares, the holders of Class A Shares would have
no right under the Articles of Incorporation of the Company or
under any applicable statute to require that a similar offer be
made to them to purchase their Class A Shares.

No matters were submitted to the Company's shareholders during the
fourth quarter of the Company's fiscal year.

PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS

The Company's Class A Shares are listed and traded on The New York Stock 
Exchange (trading symbol "FVH") and on The Toronto Stock Exchange 
(trading symbol "FHV.A"). The Class B Shares are not traded on any stock 
exchange in Canada or the United States and, as a consequence, there is 
only limited trading in the Class B shares. The Company does not 
presently contemplate listing the Class B Shares in the United States on 
any national or regional stock exchange or on NASDAQ.

The following tables set forth the high and low sales prices of the
Class A Shares on The Toronto Stock Exchange and on The New York Stock 
Exchange commencing August 28, 1996 and prior to August 28, 1996, the 
range of bid and asked quotations on NASDAQ National Market System for 
the periods indicated. NASDAQ quotations reflect inter-dealer prices 
without retail mark-up, mark-down or commission and may not represent 
actual transactions. Prices provided are in Canadian dollars or U.S. 
dollars as indicated and are based on data provided by The Toronto Stock 
Exchange, The New York Stock Exchange and NASDAQ.

CLASS A SHARES:
                          TSE             NYSE             NASDAQ
                     HIGH      LOW     HIGH   LOW       HIGH     LOW
                    (CDN.Dollars)    (U.S.Dollars)     (U.S.Dollars)
1996 1st quarter   $14.50   $11.75    n/a    n/a      $10.88   $ 8.50
     2nd quarter    18.25    14.63    n/a    n/a       13.44    10.63
     3rd quarter    19.60    15.60    14.13  11.75     14.50    11.25
     4th quarter    20.00    15.90    14.63  11.63     n/a      n/a

1995 1st quarter   $ 9.70   $ 8.60    n/a     n/a     $ 6.875  $ 6.25
     2nd quarter    10.20     9.50    n/a     n/a       7.75     6.625
     3rd quarter    12.70     9.70    n/a     n/a       9.625    7.00
     4th quarter    14.00    11.00    n/a     n/a      10.50     8.125

The following table sets forth information about the Company's
shareholders as at December 31, 1996 as set forth in the records of
the Company's transfer agent and registrar:

Class A Shares
Total issued and outstanding:        12,265,760

Shareholders of record having      Number of                    Number of
addresses in:                      shares                    shareholders
Canada                             6,111,823    49.8%                 215
United States                      6,153,905    50.2                  201
Other                                     32      -                     2
                                  12,265,760   100.0                  418

Class B shares
Total issued and outstanding:             99,680
    
Shareholders of record having      Number of                    Number of
addresses in:                      shares                    Shareholders
Canada                                98,131(1)  98.4%                132
United States                          1,541      1.5                  72
Other                                      8      0.1                   2
                                      99,680    100.0                 206
____________________________

(1)The Company has been informed that 50,000 Class B shares
held by Phase II Financial Limited, an Ontario corporation, are
beneficially owned by A.G. Lowenthal, a U.S. citizen and resident.
See Item 12, "Security Ownership of Certain Beneficial Owners and
Management".

Dividends

Dividend     Declaration  Record         Payment           Amount
Type         Date         Date           Date              Per Share
Annual       Jan.25/96    Feb.9/96       Feb.23/96         U.S.$0.20
Quarterly    Apr.19/96    May 9/96       May 23/96         U.S.$0.05
Quarterly    Jul.16/96    Aug.9/96       Aug.23/96         U.S.$0.05
Quarterly    Oct.17/96    Nov.8/96       Nov.22/96         U.S.$0.05
Quarterly    Jan.29/97    Feb.10/97      Feb.21/97         U.S.$0.06

Future dividend policy will depend upon the earnings and financial 
condition of the Operating Subsidiaries, the Company's need for funds 
and other factors. However, it is the present intention of the Company's 
management to pay a quarterly dividend in the amount of U.S.$0.06 per 
Class A Share and Class B Share in May, August and November, 1997 and 
February, 1998. Dividends may be paid to holders of Class A Shares and 
Class B Shares (pari passu), as and when declared by the Company's Board 
of Directors, from funds legally available therefor.

Certain Tax Matters

The following paragraphs summarise certain United States and
Canadian federal income tax considerations in connection with the
receipt of dividends paid on the Class A and Class B Shares of the
Company. These tax considerations are stated in brief
and general terms and are based on United States and Canadian law
currently in effect. There are other potentially significant United
States and Canadian federal income tax considerations and state,
provincial or local income tax considerations with respect to
ownership and disposition of the Class A and Class B Shares which
are not discussed herein. The tax considerations relative to
ownership and disposition of the Class A and Class B Shares may
vary from taxpayer to taxpayer depending on the taxpayer's
particular status. Accordingly, prospective purchasers should
consult with their tax advisors regarding tax considerations which
may apply to the particular situation.

United States Federal Income Tax Considerations

Dividends on Class A and Class B Shares paid to citizens or
residents of the U.S. or to U.S. corporations (including any
Canadian federal income tax withheld) will be generally subject to
U.S. federal ordinary income taxation. Such dividends will not be
eligible for the deduction for dividends received by corporations
(unless such corporation owns by vote and value at least 10% of the
stock of the Company, in which case a portion of such dividend may
be eligible for such exclusion).

U.S. corporations, U.S. citizens and U.S. residents will generally
be entitled, subject to certain limitations, to a credit against
their U.S. federal income tax for Canadian federal income taxes
withheld from such dividends. Taxpayers may claim a deduction for
such taxes if they do not elect to claim such tax credit. No
deduction for foreign taxes may be claimed by an individual
taxpayer who does not itemise deductions. Because the application
of the foreign tax credit depends upon the particular circumstances
of each shareholder, shareholders are urged to consult their own
tax advisors in this regard. Under certain limited circumstances,
non-resident alien and foreign corporations will be subject to U.S.
federal income taxation at graduated rates upon dividends or gains
with respect to their Class A and Class B Shares, if such income or
gain is treated as effectively connected with the conduct of the
recipient's trade or business within the United States, and may be
entitled to such tax credit or such deduction.

Canadian Federal Income Tax Considerations

Dividends paid on Class A and Class B Shares held by non-residents
of Canada will generally be subject to Canadian withholding tax.
This withholding tax is levied at the basic rate of 25%, although
this rate may be reduced by the terms of any applicable tax treaty.
The Canada - U.S. tax treaty provides that the withholding rate on
dividends paid to U.S. residents on Class A and Class B Shares is
generally 15%.

Normal Course Issuer Bid

On June 21, 1996 the Company announced that it intended to purchase
up to 800,000 Class A Shares by way of a Normal Course Issuer Bid
through the facilities of The Toronto Stock Exchange. The 800,000
shares represent approximately 8.3% of the public float of Class A
Shares. For the year ended December 31, 1996, through both the currently
outstanding Normal Course Issuer Bid and through the Normal Course
Issuer Bid which expired May 17, 1996, the Company did not purchase any 
Class A Shares. Any shares purchased by the Company pursuant to the 
Normal Course Issuer Bid will be cancelled. Unless terminated earlier
by the Company, it may continue to purchase shares up to June 24, 1997. 
The Company may, at its option, apply to extend the program
for an additional year.

Item 6. SELECTED FINANCIAL DATA

The following table presents selected financial information derived
from the audited consolidated financial statements of the Company
for the five years ended December 31, 1996. The selected financial
information should be read in conjunction with, and is qualified in
its entirety by reference to, the Consolidated Financial Statements
and notes thereto included elsewhere in this report. See also Item
7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

(US dollars in thousands except share amounts)                        
Year ended December 31,
                     1996        1995       1994        1993        1992
Revenue          $213,988    $184,433    $157,253    $161,985    $139,156 
Profit before
 extraordinary
 item            $ 30,279    $ 20,899    $ 11,780    $ 19,022    $ 13,465 
Net profit       $ 30,279    $ 20,899    $ 11,780    $ 19,022    $ 13,823 
Profit before
 extraordinary item 
 per share (1)      $2.42       $1.70       $0.96       $1.59       $1.16 
Net profit per
 share (1)
 - basic            $2.42       $1.70       $0.96       $1.59       $1.19 
 - fully-diluted    $2.30       $1.64       $0.93       $1.51       $1.14 
Total assets     $519,916    $623,466    $510,636    $428,315    $318,799 
Total current
 liabilities     $384,048    $516,031    $421,818    $349,825    $258,952 
Subordinated
 indebtedness,
 including
 current portion $     30    $     30    $     30    $     30    $     30 
Cash dividends per
 Class A Share and
 Class B share      $0.35       $0.15       $0.15        $0.10          -   
Shareholders'
 equity          $135,877    $107,405    $ 88,788     $ 78,460    $ 59,817 
Book value per
 share (1)         $10.99       $8.92       $7.34        $6.54       $5.06 
Number of shares
 of capital stock 
 outstanding   12,365,440  12,040,090  12,094,680   11,997,530  11,827,530

The Class A Shares and Class B Shares are combined because
they are of equal rank for purposes of dividends and in the event of a
distribution of assets upon liquidation, dissolution or winding up.    

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

Business Environment

Fahnestock, the Company's principal operating subsidiary, provides 
brokerage and related investment services. Fahnestock is engaged in 
proprietary trading and offers other related financial services to 
investors in fifteen states from 47 offices in the North-eastern United 
States, the Midwest, Florida and California, and from two associated 
offices in  Caracas, Venezuela and Buenos Aires, Argentina. Client assets 
entrusted  to the Company as at December 31, 1996 totalled approximately $9 
billion. Fahnestock is licensed to offer brokerage and other financial 
services in all 50 States. The Company provides investment advisory 
services through Hudson Capital and through Fahnestock Asset Management 
and Newbold Investment Advisors, operating as divisions of Fahnestock. 
Funds under management by the asset management groups totalled $800 
million at December 31, 1996. The Company also operates a discount 
brokerage business based in Omaha, Nebraska, through Freedom.

The securities industry is highly competitive and sensitive to many 
factors and is directly affected by general economic and market 
conditions, including the volatility and price level of securities 
markets; the volume, size, and timing of securities transactions; the 
demand for investment banking services and changes in interest rates, 
all of which have an impact on commissions, trading and investment 
income as well as on liquidity. In addition, a significant portion of 
the Company's expenses are relatively fixed and do not vary with market 
activity. Consequently, substantial fluctuations can occur in the 
Company's revenues and net income from period to period due to these and 
other factors.

The Company anticipates increasing competition from commercial banks and 
thrift institutions as these institutions begin to offer investment 
banking and financial services traditionally only provided by securities 
firms. The Company also anticipates increasing regulation in the 
securities industry, making compliance with regulations more difficult 
and costly. At present, the Company is unable to predict the extent of 
changes that may be enacted, or the effect on the Company's business.

The Company's long-term plan is to continue to grow existing offices by 
hiring experienced professionals, thus maximixing the potential of each 
office and development of existing trading, investment banking, 
investment advisory and other activities. Equally important is the 
search for viable candidates for acquisition. As opportunities are 
presented, it is the intention of the Company to pursue growth by 
acquisition where a comfortable match can be found in terms of corporate 
goals and personnel and at a price that would provide the Company's 
shareholders with value.

Results of Operations

A strong U.S. economy with low unemployment and stable interest rates 
set the stage for U.S. stock markets to reach record levels in 1996. 
With inflation at unusually low levels, investors showed their 
confidence in the investment environment by adding record amounts into 
equity mutual funds. 

The Company's revenues in fiscal 1996 increased by 16% compared to 
fiscal 1995 reflecting the strong retail environment in 1996 which 
produced record commission revenues for the Company as well as record 
profits from principal transactions in the firm's proprietary trading 
departments. Underwriting and investment advisory fees increased 33% and 
26%, respectively, in 1996 compared to 1995. Net profit in fiscal 1996 
was $30,279,000 or $2.42 per share, up 45% from $20,899,000 or $1.70 per 
share in 1995 which was up 77% from $11,780,000 or $0.96 per share in 
1994.

The following table summarises the changes in the major revenue and 
expense categories from the consolidated statement of operations for the 
past three fiscal years ended December 31, 1996, 1995 and 1994.

                                     Period to Period Change
                                       Increase (Decrease)
                              1996                      1995
                              versus                    versus
                              1995          Percen-     1994          Percen-
                              Amount        tage        Amount        tage   
Revenues-
 Commissions               $ 4,920,000       7.1%     $ 7,813,000      12.8
 Principal transactions     24,078,000      42.7       11,696,000      26.1
 Interest                   (3,252,000)     -9.0       12,621,000      53.5
 Underwriting fees           2,132,000      32.6       (4,590,000)    -41.2
 Advisory fees               2,938,000      26.1       (1,616,000)    -12.6
 Other                      (1,261,000)    -25.7        1,256,000      34.4
                            29,555,000      16.0       27,180,000      17.3
Expenses-
 Compensation               15,008,000      17.2        3,427,000       4.1
 Clearing and exchange
  fees                        (249,000)     -3.3          408,000       5.7
 Communications                (16,000)     -0.1           29,000       0.2
 Occupancy costs               871,000       9.4         (172,000)     -1.8
 Interest                   (5,216,000)    -24.2        9,741,000      82.6
 Other                          86,000       1.0         (118,000)     -1.3
                            10,484,000       7.0       13,315,000       9.7
 
Profit before taxes         19,071,000      54.8       13,865,000      66.1
Income taxes                 9,691,000      69.6        4,746,000      51.7
Net profit                 $ 9,380,000      44.9%     $ 9,119,000      77.4%


Fiscal 1996 compared to Fiscal 1995

In fiscal 1996, a healthy U.S. economy with stable interest rates and 
low inflation, sent the U.S. equity market to record-breaking highs. 
Retail commission volumes broke 1995 record levels as the Dow Jones 
Industrial average and all other major indices established new highs. 
Total revenues for 1996 were $213,988,000, up 16% over $184,433,000 in 
1995. Commission income in 1996 was $73,992,000, up 7% over $69,072,000 
in 1995. Commission income (the income realized in securities 
transactions for which the company acts as agent) increased primarily 
due to a general increase in market volumes in 1996 compared to 1995. 
Principal transactions (revenues from transactions in which the company 
acts as principal in the secondary market trading of over-the-counter 
equities and municipal, corporate and government bonds) was $80,508,000, 
up 43% from $56,430,000 in 1995. This increase was due primarily to 
higher activity levels and profits from the Over-the-Counter equity
department and the convertible bond department. Underwriting fees in 
1996 were $8,672,000, an increase of 33% over $6,540,000 in 1995. With 
the strong market in corporate Initial Public Offerings (IPOs) business in 
1996, the Company was able to increase its underwriting business compared 
to 1995. Public finance issuance improved from 1995's depressed levels. 
Advisory fees in 1996 were $14,189,000, an increase of 26% over $11,251,000 
in 1995. The increase is attributable to the increasing value of assets 
managed and the timing of receipts of fees due for such management. In 
September, 1996 assets under management were significantly reduced as a 
result of the retirement of a key employee of the Hudson Capital Advisors 
division. Other revenue was lower in 1996 than 1995 which included a 
life insurance benefit which did not recur in 1996.

Interest income was $32,981,000, a decrease of 9% from $36,233,000 in 
1995. Interest expense was $16,311,000, a decrease of 24% from 
$21,527,000 in 1995. This decrease is primarily the result of lower 
stock loan/stock borrow balances in 1996 compared to 1995. Net interest 
revenue of $16,670,000 (interest revenue less interest expense) increased 
13% in 1996 compared to 1995. 

Expenses totalled $160,086,000 in 1996, an increase of 7% over 
$149,602,000 in 1995. Compensation and related expenses, which are 
largely revenue-driven were $102,059,000 in 1996, an increase of 17% 
over $87,051,000 in 1995. Clearing and exchange fees were $7,262,000 in 
1996, a decrease of 3% from $7,511,000 in 1995 due to the redirection of 
many transactions away from Exchanges. Communications costs of $15,002,000 
in 1996 decreased slightly compared to $15,018,000 in 1995. Occupancy costs 
were $10,176,000, an increase of 9% compared to $9,305,000 in 1995. This was
due to an increase in the cost of leasing premises and equipment, primarily 
due to the commencement of business of Freedom Investments in late 1995.

Fiscal 1995 compared to Fiscal 1994

In fiscal 1995, a reduction in U.S. interest rates set the stage for 
record markets. Retail commission volumes reached record levels and the 
Dow Jones Industrial average and other major market indices set new 
records. Total revenues for 1995 were $184,433,000, up 17% from 
$157,253,000 in 1994. Commission income was $69,072,000, up 13% from 
$61,259,000 in 1994. Commission income increased primarily due to a 
general increase in market volumes in 1995 compared to 1994. Principal 
transactions was $56,430,000, up 26% from $44,734,000 in 1994. This 
increase was due to higher activity levels in government, corporate and 
municipal bond trading and trading in the OTC market. Interest income 
was $36,233,000, up 53% from $23,612,000 in 1994. This increase reflects 
higher customer debit balances 1995 compared to 1994. Underwriting fees 
(which have historically been weighted in favour of municipal business) 
declined in 1995, down 41% to $6,540,000 from $11,130,000 in 1994. 
Although the market for corporate new issue business increased in 1995 
compared to 1994, the market for municipal issues continued to decline. 
Advisory fees in 1995 were down 13% to $11,251,000 from $12,867,000 in 
1994 due to the timing of billings and somewhat lower activity levels 
from investment banking assignments. In the ordinary course of business, 
the company carries life insurance on its executives and former 
executives. Other income increased to $4,907,000 from $3,651,000 in 1994 
primarily due to the proceeds from such insurance.

Expenses totalled $149,602,000 in 1995, an increase of 10% from 
$136,287,000 in 1994. Compensation and related expenses, which are 
largely volume-related, increased 4% to $87,051,000 from $83,624,000 in 
1994. The comparative increase in compensation costs was partially 
off-set by the reduction by the latter part of 1994 of certain fixed 
costs associated with Reich & Co. Inc., which was acquired in December, 
1993. Clearing and exchange fees which are also partially volume-related 
were $7,511,000, up 6% from $7,103,000 in 1994. Communications costs 
were $15,018,000, up slightly from $14,989,000 in 1994 due to 
externally-driven cost increases. Occupancy costs were $9,305,000, down 
2% from $9,477,000 in 1994 due to restructuring of certain branches and 
favourable lease negotiations. Interest expense of $21,527,000 in 1995 
represented an increase of 83% from $11,786,000 in 1994. Funding of 
higher customer debit balances was largely accomplished through stock 
lending activity. Such funding activity increased the cost of borrowing
during 1995 compared to 1994. Other expenses were $9,190,000, down 1% 
from $9,308,000 in 1994.

Liquidity and Capital Resources

The increase in the Company's financial assets during the last three 
years has been primarily the result of the expansion in its business and 
the growth in earnings. Customer-related receivables and securities 
inventory are highly liquid and represent a substantial percentage of 
total assets. The principal sources of financing for the Company's 
assets are stockholders' equity, customer free credit balances, proceeds 
from securities lending, bank loans and other payables. The Company has 
not utilized long-term financing. Cash generated from operations, 
increased earnings, proceeds from stock purchased by employee stock 
plans, and cash proceeds upon the exercise of employee stock options 
supplemented bank borrowings during the past three years. At December 
31, 1996, Fahnestock had bank lines of credit and call loan arrangements 
with outstanding borrowings thereunder of $11,800,000.

The Company paid cash dividends to its shareholders totalling $4,296,000,
during 1996, from internally-generated cash.

Because of the Company's strong financial condition, size and earnings 
history, management believes adequate sources of credit would be 
available to finance higher trading volumes, branch expansion, and major 
capital expenditures, as needed.

Inflation

Because the assets of the Company's brokerage subsidiaries are highly
liquid, and because securities inventories are carried at current market 
values, the impact of inflation generally is reflected in the financial 
statements. However, the rate of inflation affects the Company's costs 
relating to employee compensation, rent, communications and certain 
other operating costs, and such costs may not be recoverable in the 
level of commissions charged. To the extent inflation results in rising
interest rates and has other adverse effects upon the securities 
markets, it may adversely affect the Company's financial position and 
results of operations.

Factors Affecting "Forward-Looking Statements"

From time to time, the Company may publish "Forward-looking statements" 
within the meaning of Section 27A of the Securities Act of 1933, as 
amended ( the "Act"), and Section 21E of the Exchange Act or make oral 
statements that constitute forward-looking statements. These forward-
looking statements may relate to such matters as anticipated financial 
performance, future revenues or earnings, business prospects, projected 
ventures, new products, anticipated market performance, and similar 
matters. The Private Securities Litigation Reform Act of 1995 provides a 
safe harbor for forward-looking statements. In order to comply with the 
terms of the safe harbor, the Company cautions readers that a variety 
of factors could cause the Company's actual results to differ materially 
from the anticipated results or other expectations expressed in the 
Company's forward-looking statements. These risks and uncertainties, 
many of which are beyond the Company's control, include, but are not 
limited to: (i)transaction volume in the securities markets, (ii)the 
volatility of the securities markets, (iii)fluctuations in interest 
rates, (iv)changes in regulatory requirements which could affect the 
cost of doing business, (v)fluctuations in currency rates, (vi)general 
economic conditions, both domestic and international, (vii)changes in 
the rate of inflation and the related impact on the securities markets, 
(viii)competition from existing financial institutions and other new 
participants in the securities markets, (ix)legal developments affecting 
the litigation experience of the securities industry, and (x)changes in 
federal and state tax laws which could affect the popularity of products 
sold by the Company. The Company does not undertake any obligation to 
publicly update or revise any forward-looking statements.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required to be furnished in response to this Item is 
submitted hereinafter following the signature pages hereto.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE
None

PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

General

Directors of the Company are elected annually by the holders of the
Class B Shares to serve until the next annual meeting of
shareholders or until their successors are appointed. Executive
officers are appointed annually by the directors or until their
successors are appointed. Certain information concerning the
executive officers and directors of the Company as at December 31,
1996 is set forth below.

Name                Age              Positions held
John L. Bitove      68               A Director of the Company since
                                     February 1980; Chairman of The
                                     Bitove Corporation (a holding
                                     company for subsidiaries engaged
                                     in food and beverage services)
                                     since 1987.                       
                                     - Member of the Audit and Compensation 
                                     and Stock Option Committees.

Richard Crystal     56               A Director of the Company since
                                     1992; Partner, Whitman Breed
                                     Abbott & Morgan (Attorneys-at-
                                     Law), U.S. counsel to the Company
                                     since 1985.                       
                                     - Member of the Compensation and
                                     Stock Option Committee.

Albert G. Lowenthal 51               Chairman of the Board, Chief
                                     Executive Officer and a Director
                                     of the Company since 1985;Chairman
                                     of the Board and Chief Executive
                                     Officer of Fahnestock since 1985;
                                     between March 1985 and September
                                     1985, Mr. Lowenthal was
                                     self-employed; prior to March
                                     1985, Mr. Lowenthal was President
                                     of Cowen Securities Inc., a New
                                     York stock brokerage firm and a
                                     general partner of Cowen & Co., a
                                     New York brokerage firm.   

Kenneth W. McArthur  61              A Director of the Company since 1996; 
                                     President and C.E.O. of Shurway Capital 
                                     Corporation (a private corporation), 
                                     since July 1993; Senior Vice-President 
                                     Bank of Montreal Investment Counsel 
                                     between January 1992 and July 1993; 
                                     Senior Vice-President Nesbitt Thomson 
                                     Inc. between July 1989 and January 1993.
                                     - Member of the Audit Committee

A. Winn Oughtred    54               A Director of the Company since
                                     1979; a Director of Fahnestock
                                     since 1983; Secretary of the
                                     Company since June, 1992 and prior
                                     to June, 1991; Partner, Borden &
                                     Elliot (Law firm), Canadian counsel 
                                     to the Company since 1979.

Elaine K. Roberts   45               President, Treasurer and a
                                     Director of the Company since
                                     1977; Treasurer and a Director of
                                     Fahnestock since 1983.

Burton Winberg      72               A Director of the Company since
                                     1979; President of Rockport
                                     Holdings Limited (a real estate
                                     development company) since 1959.  
                                     - Member of the Audit and Compensation 
                                     and Stock Option Committees.

Compliance with Section 16(a) of the Securities Exchange Act of 1934.

Section 16(a) of the Exchange Act requires the Company's directors and 
executive officers, and persons who own more than ten percent of a 
registered class of the Company's equity securities, to file by specific 
dates with the SEC initial reports of ownership and reports of changes 
in ownership of equity securities of the Company. Officers, directors 
and greater than ten percent stockholders are required by SEC regulation 
to furnish the Company with copies of all Section 16(a) forms that they 
file. The Company is required to report in this annual report on Form 
10-K any failure of its directors and executive officers and greater 
than ten percent stockholders to file by the relevant due date any of
these reports during the two preceding fiscal years.

Except as described below, to the Company's knowledge, based solely on 
review of copies of such reports furnished to the Company during the two 
fiscal years ended December 31, 1996, all Section 16(a) filing 
requirements applicable to the Company's officers, directors and greater 
than ten percent stockholders were complied with. 

The Company has been advised that as at December 31, 1996, Kenneth 
McArthur, Director, had not filed a Form 3 with respect to initial 
statement of ownership of shares of the Company. The Company has been 
advised that Mr. McArthur has now complied with the filing requirements.

Item 11. EXECUTIVE COMPENSATION
                                                                        
General

The following table sets forth total annual compensation paid or
accrued by the Company to or for the account of the Company's chief
executive officer and each of the four most highly paid executive
officers of the Company whose total cash compensation for the
fiscal year ended December 31, 1996 exceeded $100,000.              

SUMMARY COMPENSATION TABLE

                      Annual Compensation              Long-Term Compensation
                                                       #Securities
                                                $Rest- Under
Name and                                $Other  ricted Options/         $All
Principal                               Annual  Stock  SARs     $LTIP   Other
Occupation      Year  $Salary  $Bonus   Comp.   Awards Granted  Payouts Comp.
A.G. Lowenthal, 1996  300,000  400,000  10,400  0       0       386,694  6,730
Chairman, CEO,  1995  300,000  300,000  10,350  0       0       238,306  5,000
and Director of 1994  300,000  187,500  11,270  0       150,000       0  3,200
the Company;
Chairman and CEO
of Fahnestock

Robert Neuhoff, 1996  230,000  175,000       0  0       0             0  6,730
Executive Vice  1995  230,000  125,000       0  0       0             0  5,000
President of    1994  195,000   75,000       0  0       25,000        0  3,200
Fahnestock

Eric Shames (*) 1996  150,000   75,000       0  0       15,000        0  6,595
Secretary of    1995  115,000   50,000       0  0       0             0      0
Fahnestock
(*) Mr. Shames joined the Company in January 1995.

Robert Maimone  1996  135,000   75,000       0  0       25,000        0  6,730
Senior Vice     1995  115,000   50,000       0  0       0             0  4,905
President of    1994  100,000   32,000       0  0       0             0  3,200
Fahnestock

E.K. Roberts,   1996  120,000   70,000  10,400  0       0             0      0
President,      1995  120,000   50,000  10,350  0       0             0      0
Treasurer and   1994  120,000   30,000  11,270  0       75,000        0      0
Director of the
Company

OTHER ANNUAL COMPENSATION - Includes Directors Fees of Cdn$10,000 per year 
plus Cdn$600 per meeting attended and which were converted to $US at the 
average rate prevailing during the year.
RESTRICTED STOCK AWARDS - The Company does not have a plan for granting 
restricted stock awards.
LTIP PAYOUTS - See discussion under 'Stock Appreciation Agreement", described
herein. LTIP payouts are paid in January following the year for which they 
were accrued.
ALL OTHER COMPENSATION - This represents Company contributions to the 401(k) 
Plan.

OPTION EXERCISES AND YEAR-END VALUE TABLE
                                                                   $ Year-end
                                           # of shares       value of options
                                            Underlying            unexercised
                                           unexercised           in-the-money
                Shares                    options/SARs                options
              acquired       $ Value      exercisable/          exercisable/
Name       on exercise      Realized     unexercisable          unexercisable
A.G. Lowenthal       0             0   112,500/187,500      892,500/1,309,500
R. Neuhoff      50,000       315,000      6,250/18,750         34,750/104,250
E. Shames            0             0          0/15,000               0/45,750
R. Maimone      12,500        67,500          0/25,000               0/76,250
E.K. Roberts         0             0     18,750/56,250        104,250/312,750

Details of number of shares and value of exercisable and unexercisable options 
are as follows:

These options are exercisable in $CDN and have been converted at the exchange 
rate as at December 31, 1996.
                   # of     Option     Price at       Value            Total 
                 shares      Price    Dec.31/96   Per Share            Value
A.G. Lowenthal -
   exercisable   75,000      $5.38       $14.50       $9.12         $684,000
   unexercisable 75,000      $5.38       $14.50       $9.12         $684,000
   exercisable   37,500      $8.94       $14.50       $5.56         $208,500
   unexercisable112,500      $8.94       $14.50       $5.56         $625,500
R. Neuhoff -
   exercisable    6,250      $8.94       $14.50       $5.56          $34,750
   unexercisable 18,750      $8.94       $14.50       $5.56         $104,250
E. Shames -
   exercisable        0        n/a          n/a         n/a              n/a
   unexercisable 15,000     $11.45       $14.50       $3.05          $45,750
R. Maimone -
   exercisable        0        n/a          n/a         n/a              n/a
   unexercisable 25,000     $11.45       $14.50       $3.05          $76,250
E.K. Roberts -
   exercisable   18,750      $8.94       $14.50        $5.56        $104,250
   unexercisable 56,250      $8.94       $14.50        $5.56        $312,750


OPTION/SAR GRANTS FOR THE YEAR ENDED DECEMBER 31, 1996.

Individual Grants
            Number of  % of total                  Potential Realizable Value
           Securities  options/                     at assumed rates of stock
           underlying  SARs        Exercise or        price appreciation for
          option/SARs  granted to  base price  Expiry      option term
              granted  employees   $s/share    date           5%        10%

Robert Maimone 25,000   7.5%     Cdn$15.70  May 28,2001   $61,750   $133,000	
Eric Shames    15,000   4.5%     Cdn$15.70  May 28,2001   $37,050   $ 79,800

Pension Plan

The Company has no pension plans for its officers and employees other 
than a savings plan qualified under Section 401(k) of the Internal 
Revenue Code, pursuant to which the Company may make an annual cash 
contribution based on compensation for each employee. Should 
participants in the plan elect to receive their employer contribution in 
the form of Class A Shares, the Company may make an additional 
contribution of Class A Shares equal in market value to 15% of the 
purchase price of the Class A Shares. On January 18, 1994, with respect 
to the 1993 fiscal year, the Company issued 111,000 Class A Shares from 
Treasury at Cdn.$10.58 (US$7.965) per share to the Company's 401(k) 
plan. On January 27 , 1995, with respect to the 1994 fiscal year, the 
Company issued 92,000 Class A Shares from Treasury at Cdn.$9.00 
(US$6.75). On January 10, 1996, with respect to the 1995 fiscal year, 
the Company issued 113,000 Class A Shares from Treasury at Cdn.$12.24 
(US$8.85) per share to the Company's 401(k) plan. On January 14, 1997, 
with respect to the 1996 fiscal year, the Company issued 70,000 Class A 
Shares from Treasury at U.S.$14.375 per share to the Company's 401(k) 
plan.

In addition, employees of the Company and its subsidiaries are entitled 
to group health benefits and group life insurance coverage pursuant to 
plans which do not discriminate in scope, terms, or operation in favour 
of officers or directors of the Company, and which are generally 
available to all salaried employees.

Employee Stock Option Plans

In 1996, the Company established its 1996 Equity Incentive Plan (the 
"EIP"). The 1986 Incentive Stock Option Plan (the "ISO") and the 1986 
Employee Stock Option Plan (the "ESO") which were established in 1986 
expired in April 1996. (The EIP, the ISO and the ESO are sometimes 
hereinafter collectively referred to as the "Plans".) The Plans permit 
the compensation and stock option committee of the board of directors of 
the Company to grant options to purchase Class A Shares of the Company to 
officers and key employees of the Company and its subsidiaries. Under an 
amendment to the ESO in June 1992 grants of options are made to the Company's
independent directors on a formula basis. Options generally vest at the 
rate of 25% of the amount granted for each year held. Under the 
provisions of the Internal Revenue Code, options granted under the ISO 
qualify as "incentive stock options" and options granted under the ESO 
do not qualify. The EIP was amended in January 1997 to increase the 
authorised number of Class A Shares that may be subject to options to 
1,850,000. This amendment is subject to shareholder approval.

The Compensation and Stock Option Committee of the board of directors of 
the Company administers and interprets the provisions of the Plans, 
except as the Plans relate to grants to independent directors which are 
made pursuant to a formula. The committee's responsibilities include 
determining (i) which employees are eligible for participation in the 
Plans, (ii) when to grant options under the Plans, (iii) the number of 
shares that may be subject to options, and (iv) the times at which 
options may be exercised.

Stock Appreciation Agreement

In February, 1995 Fahnestock entered into a Stock Appreciation Agreement 
(the "Stock Appreciation Agreement") with Albert G. Lowenthal, the 
Chairman and Chief Executive Officer of the Company and of Fahnestock, 
pursuant to the recommendation of the Company's Compensation Committee 
and the approval of the Board of Directors. The purpose of the Stock 
Appreciation Agreement is to provide additional compensation to Mr. 
Lowenthal for his past services (so as to bring Mr. Lowenthal's 
compensation more into line with the compensation paid to chief 
executive officers of comparable companies in the financial services 
industry) linked to the future market price of the Company's stock.

Under the terms of the Stock Appreciation Agreement, Mr. Lowenthal was 
entitled to receive a cash award in January 1996 of U.S.$238,306, being 
the greater of (x) U.S.$150,000 or (y) the difference between Cdn.$9.00 
and the Market Value (as defined in the Stock Appreciation Agreement) 
for the Company's Class A Shares on The Toronto Stock Exchange as of 
December 31, 1995, multiplied by 100,000. Mr. Lowenthal was entitled to 
additional payment of U.S.$386,694 in January 1997 based upon this 
formula and restricted by the proviso that the aggregate paid with 
respect to 1995 and 1996 not exceed U.S.$625,000.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) The following table sets forth information as of December 31, 1996 
as to the only persons known to the Company which own beneficially more 
than 5% of the Class B Shares (the only class of voting stock of the 
Company). There are no outstanding rights to acquire beneficial 
ownership of any Class B Shares.

Title of   Identity of Person        Mailing          Amount     Percent
Class      or Group                  Address          Owned      of Class
Class B Shares
           A.G.Lowenthal            c/o Fahnestock    50,000(1)  50.2%
                                     & Co.  Inc.
                                     110 Wall Street
                                     NY, NY

            O.Roberts                c/o Fahnestock    44,309(2)  44.4%
                                     Viner Holdings Inc.
                                     20 Eglinton Ave.W.
                                     Toronto, Ontario
___________________________________
1.          All shares are held of record by Phase II Financial Limited,
            an Ontario corporation ("Phase II") wholly-owned by Mr.
            Lowenthal who is Chairman of the Company.

2.          Mrs. Roberts, who is the mother of Elaine Roberts, President
            of the Company, owns 100 shares directly and 44,209
            shares indirectly through Elka Estates Limited, an Ontario
            corporation ("Elka") is wholly-owned by Mrs. Roberts.


(b) The following table sets forth information as of December 31, 1996 
as to the ownership of Class A Shares and Class B Shares, the only 
classes of equity securities of the Company, by persons who are 
directors of the Company, naming them, and as to directors and officers 
of the Company as a group, without naming them.


Title of            Identity of Person                              Percentage
Class               or Group                  Amount Owned          of Class
Class A Shares      Albert G Lowenthal        2,301,060(1),(2)         18.8%
                    Elaine K. Roberts            93,244(4)              0.8%
                    Burton Winberg                  700                   *%
                    A. Winn Oughtred                500                   *%
                    John Bitove                     580                   *%
                    Richard Crystal               5,500(5)                *%
                    Kenneth McArthur             35,000                 0.3%
                    Officers and Directors as a group (7 members;2,436,584 
                    shares or 19.9% in aggregate) (1), (2), (4)and (5)

Title of            Identity of Person                              Percentage
Class               or Group                  Amount Owned          of Class
Class B Shares      A.G.Lowenthal                50,000(3)           50.1%
                    E.K. Roberts                    108                 *%
                    John Bitove                      20                 *%
                    Officers and Directors as a group (7 members;50,128 
                    shares or 50.3% in aggregate)(3)
__________________________
*Less than 1%
(1)       Mr. Lowenthal is the sole general partner of Phase II
          Financial L. P., a New York limited partnership, ("Phase II
          L.P.") which is the record holder of 2,182,150 Class A
          Shares. Mr. Lowenthal holds 6,410 Class A Shares through the
          Company's 401(k) plan.
(2)       112,500 Class A Shares are beneficially owned in respect of
          Class A Shares currently issuable upon exercise of options
          issued under the Company's ISO and ESO.
(3)       Phase II, an Ontario corporation wholly-owned by Mr.
          Lowenthal, is the holder of record of all such shares.
(4)       18,750 Class A Shares are beneficially owned in respect of
          Class A Shares currently issuable upon exercise of options
          issued under the Company's ESO.
(5)       5,000 Class A Shares are beneficially owned in respect of
          Class A Shares currently issuable upon exercise of options
          issued under the Company's ESO.
 
(c) There are no arrangements, known to the Company, the operation of 
which may at a subsequent date result in a change of control of the 
Company.
          
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the directors or officers of the Company or any associate of any 
such director or officer was indebted to the Company or its subsidiaries 
at any time during the last three years except as follows:

During the last three years Albert G. Lowenthal and Phase II L.P. have 
maintained margin accounts with Fahnestock. Such margin accounts are 
substantially on the same terms, including interest rates and 
collateral, as those prevailing from time to time for comparable 
transactions with non-affiliated persons and do not involve more than 
the normal risk of collectability. The maximum amount of borrowings 
outstanding during 1996 was $178,000( nil in 1994 and 1995). Mr. Robert 
Neuhoff also maintains a margin account with Fahnestock. The maximum 
borrowings outstanding during 1996 was $427,000 (nil in 1994 and 1995).

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K.

(a)  (i)Financial Statements

             The response to this portion of Item 14 is
             submitted as a separate section of this report.
             See pages F-1 to F-14
  
    (ii)Financial Statement Schedules

             Not Applicable                    

   (iii)Listing of Exhibits

             The exhibits which are filed with this Form
             10-K or are incorporated herein by reference
             are set forth in the Exhibit Index which
             immediately precedes the exhibits to this
             report.

(b)          Reports on Form 8-K

             The Company was not required to file any
             reports on Form 8-K during the last quarter of
             1996 or thereafter to date.

(c)          Exhibits

             See the Exhibit Index included hereinafter.

                            SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized, in 
the City of New York, State of New York, on the 26th day of February, 
1997.

FAHNESTOCK VINER HOLDINGS INC.

BY:/s/E.K. Roberts
   E.K. Roberts, President

Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed by the following persons in the capacities 
and on the dates indicated.

Signature             Title                         Date

/s/J.L. Bitove        Director                      Feb.26, 1997
J.L. Bitove

/s/R. Crystal         Director                      Feb.26, 1997
R. Crystal

/s/A.G. Lowenthal     Chairman, Chief Executive     Feb.26, 1997
A.G. Lowenthal        Officer, Director

/s/K.W. McArthur      Director                       Feb.26, 1997
K.W. McArthur

/s/A.W. Oughtred      Secretary, Director            Feb.26, 1997
A.W. Oughtred

/s/E.K. Roberts       President, Treasurer,          Feb.26, 1997
E.K. Roberts          Chief Financial Officer, Director

/s/ B. Winberg        Director                       Feb.26, 1997
B. Winberg


	INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
	FAHNESTOCK VINER HOLDINGS INC.

Management's Responsibility
 for Consolidated Financial Statements            F-1
Independent Auditors' Report                      F-2
Consolidated Balance Sheet
 as of December 31, 1996 and 1995                 F-3
Consolidated Statement of Retained Earnings
 for the three years ended
 December 31, 1996, 1995 and 1994                 F-5
Consolidated Statement of Operations
 for the three years ended
 December 31, 1996, 1995 and 1994                 F-6
Consolidated Statement of Cash Flows
 for the three years ended
 December 31, 1996, 1995 and 1994                 F-7
Notes to Consolidated Financial Statements        F-8  
 

MANAGEMENT'S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements of Fahnestock Viner
Holdings Inc. were prepared by management in accordance with generally
accepted accounting principles in the United States, which conform 
in all material respects with accounting principles generally 
accepted in Canada. The significant accounting policies of the 
Company are described in Note 1 to the consolidated financial 
statements.

Management is responsible for the integrity and objectivity of the
information contained in the consolidated financial statements. In 
order to present fairly the financial position of the Company and 
the results of its operations and the changes in its financial 
position, estimates which are necessary are based on careful 
judgements and have been properly reflected in the consolidated 
financial statements. Management has established systems of 
internal control which are designed to provide reasonable assurance 
that assets are safeguarded from loss or unauthorized use and to 
produce reliable accounting records for the preparation of 
financial information.

Coopers & Lybrand, the Company's independent auditors, conduct an 
audit of the consolidated financial statements in accordance with 
generally accepted auditing standards. Their audit includes a review 
and evaluation of the Company's systems of internal control, and such 
tests and procedures as they consider necessary in order to form an 
opinion as to whether the consolidated financial statements are 
presented fairly in accordance with accounting principles generally 
accepted in the United States.

The Board of Directors is responsible for ensuring that management 
fulfils its responsibilities for financial reporting and internal 
control. The Board of Directors is assisted in this responsibility 
by its Audit Committee, a majority of whose members are not 
officers of the Company. The Audit Committee meets with management 
as well as with the independent auditors to review the internal 
controls, consolidated financial statements, and the auditor's 
report. The Audit Committee reports its findings to the Board of 
Directors for its consideration in approving the consolidated 
financial statements for issuance to the shareholders.

Management recognizes its responsibility for conducting the 
Company's affairs in compliance with established financial 
standards, and applicable laws and regulations, and for maintaining 
proper standards of conduct for its activities. 

/s/A.G. Lowenthal                        /s/E.K. Roberts
A.G. Lowenthal,                          E.K. Roberts,
Chairman of the Board                    President and
and Chief Executive Officer              Treasurer

January 29, 1997                                                  
     F-1

AUDITORS' REPORT

TO THE SHAREHOLDERS OF FAHNESTOCK VINER HOLDINGS INC.

We have audited the consolidated balance sheets of Fahnestock Viner 
Holdings Inc. as at December 31, 1996 and 1995 and the consolidated 
statements of operations, retained earnings and cash flows for the 
years ending December 31, 1996, 1995 and 1994. These financial 
statements are the responsibility of the Company's management. Our 
responsibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted 
auditing standards. Those standards require that we plan and 
perform an audit to obtain reasonable assurance whether the 
financial statements are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts 
and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall financial 
statement presentation.

In our opinion, these consolidated financial statements present 
fairly, in all material respects, the financial position of the 
Company as at December 31, 1996 and 1995 and the results of its 
operations and cash flows for the years ended December 31, 1996, 
1995 and 1994 in accordance with accounting principles generally 
accepted in the United States.

/s/Coopers & Lybrand
Chartered Accountants

Toronto, Canada
January 29, 1997
F-2

	FAHNESTOCK VINER HOLDINGS INC.
	Consolidated Balance Sheet
	As at December 31                               1996                1995   
                                                (Expressed in U.S. dollars)
ASSETS
Current assets
 Cash                                      $   9,363,000        $   9,707,000
 Restricted deposits (note 2)                  1,902,000            1,242,000
 Receivable from brokers and
  clearing organizations                     186,543,000          303,610,000
 Receivable from customers                   266,142,000          253,184,000
 Securities owned, at market value
  (notes 3 and 5)                             41,596,000           36,850,000
 Demand notes receivable                          30,000               30,000
 Other                                        10,143,000           14,686,000
 
                                             515,719,000          619,309,000  
Other assets
 Stock exchange seats (approximate market
  value $3,503,000; 1995-$2,911,000)           1,411,000            1,446,000
 Fixed assets, net of accumulated
  depreciation of $3,853,000; 1995-
  $3,118,000                                   1,856,000            1,595,000
 Goodwill, at amortized cost                     930,000            1,116,000
    
                                               4,197,000            4,157,000  
  
                                           $ 519,916,000        $ 623,466,000
(See accompanying notes to consolidated financial statements)
	F-3

	FAHNESTOCK VINER HOLDINGS INC.
	Consolidated Balance Sheet
	As at December 31                               1996                  1995    
                                         (Expressed in U.S. dollars)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
 Drafts payable                             $  12,439,000       $  16,821,000
 Bank call loans (note 5)                      11,800,000          41,200,000
 Payable to brokers and clearing
  organizations                               193,965,000         319,843,000
 Payable to customers                          91,880,000          79,494,000
 Securities sold, but not yet purchased,
  at market value (note 3)                     32,756,000          25,940,000
 Accounts payable and other liabilities        29,366,000          23,627,000
 Income taxes payable (note 8)                 11,803,000           9,106,000
    
                                              384,009,000         516,031,000  
  
Subordinated loans payable (note 4)                30,000              30,000

Shareholders' equity
 Share capital (note 6)          
  12,265,760 Class A non-voting shares          39,688,000         37,513,000
   (1995-11,940,410 shares)
  99,680 Class B voting shares                     133,000            133,000  
  
                                                39,821,000         37,646,000 
 Contributed capital (note 7)                    1,099,000            785,000
 Retained earnings                              94,957,000         68,974,000  
             
                                               135,877,000        107,405,000
      
                                             $ 519,916,000      $ 623,466,000 
Commitments and contingencies (notes 10 and 12)

(See accompanying notes to consolidated financial statements)
	F-4


	FAHNESTOCK VINER HOLDINGS INC.
	Consolidated Statement of Retained Earnings
	For the Year Ended December 31
                                   1996              1995           1994     
                                        (Expressed in U.S. dollars)
Retained earnings,
 beginning of year            $ 68,974,000       $ 49,902,000     $39,974,000
Net profit for the year         30,279,000         20,899,000      11,780,000
Dividends paid                  (4,296,000)        (1,827,000)     (1,852,000)
Retained earnings,
 end of year                  $ 94,957,000       $ 68,974,000     $49,902,000   
(See accompanying notes to consolidated financial statements  
	F-5

	FAHNESTOCK VINER HOLDINGS INC.
	Consolidated Statement of Operations
	For the Year Ended December 31
                              1996                1995              1994    
                                   (Expressed in U.S. dollars)
Revenue
 Commissions              $ 73,992,000      $  69,072,000      $  61,259,000
 Principal transactions     80,508,000         56,430,000         44,734,000
 Interest                   32,981,000         36,233,000         23,612,000
 Underwriting fees           8,672,000          6,540,000         11,130,000
 Advisory fees              14,189,000         11,251,000         12,867,000
 Other                       3,646,000          4,907,000          3,651,000

                           213,988,000        184,433,000        157,253,000

Expenses
 Compensation and related
  expense                  102,059,000         87,051,000         83,624,000 
 Clearing and exchange fees  7,262,000          7,511,000          7,103,000
 Communications             15,002,000         15,018,000         14,989,000
 Occupancy costs            10,176,000          9,305,000          9,477,000
 Interest                   16,311,000         21,527,000         11,786,000
 Other                       9,276,000          9,190,000          9,308,000

                           160,086,000        149,602,000        136,287,000

Profit before income taxes  53,902,000         34,831,000         20,966,000

Income taxes (note 8)       23,623,000         13,932,000          9,186,000

Net profit for the year   $ 30,279,000        $20,899,000        $11,780,000

Profit per share (note 9)
-basic                           $2.42              $1.70              $0.96
-fully diluted                   $2.30              $1.64              $0.93
(See accompanying notes to consolidated financial statements)
	F-6

	FAHNESTOCK VINER HOLDINGS INC.
	Consolidated Statement of Cash Flows
	For the Year Ended December 31
                                   1996               1995            1994   
                                        (Expressed in U.S. dollars)
Cash flows from operating activities:
  Net profit for the year     $ 30,279,000        $20,899,000     $11,780,000
  Adjustments to reconcile
  net profit to net cash
  provided by operating
  activities:
  Non-cash items included in
  net profit:
   Depreciation and amortization   955,000            579,000         590,000 
  Decrease (increase) operating
  assets:
   Restricted deposits         (   660,000)           (48,000)        92,000
   Receivable from brokers,
    and clearing organizations 117,067,000        (85,412,000)    (47,930,000)
   Receivable from customers   (12,958,000)       (16,428,000)    (36,938,000)
   Securities owned            ( 4,746,000)        (6,683,000)      7,515,000
   Other                         4,543,000         (5,734,000)     (1,423,000)
   Drafts payable              ( 4,382,000)         3,902,000         475,000
   Payable to brokers and
   clearing organizations     (125,878,000)        59,331,000      69,089,000
   Payable to customers         12,386,000          1,527,000       6,566,000
   Securities sold, but not yet
   purchased                     6,816,000         13,899,000      (1,859,000) 
   Accounts payable and
   other liabilities             5,739,000          3,069,000      (1,050,000)
   Income taxes payable          2,697,000          7,110,000      (4,442,000) 
    Net cash provided (used)
    by operating activities     31,858,000         (3,989,000)      2,465,000

Cash flows from investing and other activities:
  Proceeds from sale
  of exchange seat                   -               164,000           32,000
  Purchase of fixed assets        (995,000)         (597,000)        (653,000)
  Purchase of exchange seat          -                (7,000)           -     
    Net cash used in investing
    and other activities           (995,000)         (440,000)       (621,000) 

Cash flows from financing activities:
  Cash dividends paid on 
  Class A non-voting and 
  Class B shares                ( 4,296,000)       (1,827,000)     (1,852,000)
  Issuance of Class A
  non-voting shares               2,175,000           691,000       1,493,000  
  Tax benefit from employee 
  options exercised                 314,000             -             580,000
  Repurchase of Class A 
  non-voting shares                    -           (1,146,000)     (1,673,000)
  Increase in bank call loans   (29,400,000)        5,375,000       3,214,000 
    Net cash provided (used)
    in financing activities     (31,207,000)        3,093,000       1,762,000

Increase (decrease) in cash     (   344,000)       (1,336,000)      3,606,000  
Cash, beginning of year           9,707,000        11,043,000       7,437,000
Cash, end of year              $  9,363,000      $  9,707,000    $ 11,043,000
(See accompanying notes to consolidated financial statements)  
	F-7

	FAHNESTOCK VINER HOLDINGS INC.
	Notes to Consolidated Financial Statements
	(Expressed in U.S. dollars)
	December 31, 1996

GENERAL
Fahnestock Viner Holdings Inc. (the "Company") is incorporated under the laws 
of Ontario. The Company's principal subsidiary, Fahnestock & Co. Inc. 
("Fahnestock"), is a member of the New York Stock Exchange , the American 
Stock Exchange and several other regional exchanges.

1. Summary of significant accounting policies
These consolidated financial statements have been prepared in accordance with 
accounting principles generally accepted in the United States for the purpose 
of inclusion in the annual report on Form 10-K. In all material respects, 
they conform with accounting principles generally accepted in Canada which 
have been used to prepare the consolidated financial statements for purposes 
of inclusion in the annual report to shareholders.

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosures of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reported period. The 
most significant estimates are related to income taxes and contingencies. 
Actual results could be materially different from these estimates.

Since operations are predominantly based in the United States, these
consolidated financial statements are presented in U.S. dollars.

The following is a summary of significant accounting policies followed in the 
preparation of these consolidated financial statements:

(a) Basis of consolidation
The consolidated financial statements include the accounts of the Company and 
all subsidiaries. The major subsidiaries, wholly-owned and operated in the 
U.S., are as follows:
   Fahnestock & Co. Inc.          broker/dealer in securities
   Freedom Investments, Inc.      discount broker in securities
   Hudson Capital Advisors Inc.   investment advisory services

Significant inter-company balances and transactions have been eliminated upon 
consolidation.

(b) Brokerage operations
Transactions in proprietary securities and related revenues and expenses are 
recorded on a trade date basis. Customer securities and commodities
transactions are reported on a settlement date basis which is generally three 
business days. Related commission income and expense is recorded on a trade 
date basis. Securities owned are recorded at market value based upon quoted 
prices. Securities owned and securities sold not yet purchased used for 
trading purposes are reported at market value. Realized and unrealized changes 
in market value are recognized in net trading revenues in the period in which 
the change occurs. Other financial instruments are carried at fair value or 
amounts that approximate fair value.

(c) Goodwill
Goodwill, acquired upon the acquisition of Fahnestock and Fahnestock
International Inc., is being amortized to operations on a straight-line basis 
over twenty years. Negative goodwill arising as a result of the acquisition of 
Hopper Soliday Corporation and subsidiaries and Reich & Co., Inc. is being 
amortized to operations on a straight- line basis over twenty years. 

F-8

(d) Fixed assets
Fixed assets and stock exchange seats are stated at cost. Depreciation and 
amortization are provided based on the straight-line method over the useful 
life of these assets. 

(e) Foreign currency translations
Canadian currency balances have been translated into U.S. dollars as follows: 
monetary assets and liabilities at exchange rates prevailing at year end; 
revenue and expenses at average rates for the year; and non-monetary assets 
and share capital at historic rates.

(f) Income taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes".
Deferred income tax assets and liabilities arise from "temporary differences" 
between the tax basis of an asset or liability and its reported amount in the 
consolidated financial statements. Deferred tax balances are determined by 
applying the enacted tax rates.

2. Restricted deposits
Deposits of $1,902,000 (1995-$1,242,000) were held at year end in a special 
reserve bank account for the exclusive benefit of customers in accordance with 
regulatory requirements. To the extent permitted, these deposits are invested 
in interest bearing accounts collateralized by qualified securities.

3. Securities owned and sold, but not yet purchased
                                               1996                  1995    
Securities owned consist of:
Corporate equities                         $22,846,000            $20,756,000
Corporate debt                              10,963,000              8,311,000
U.S. government and agency and state
 and municipal government obligations        5,782,000              6,757,000
Securities purchased to resell               2,005,000              1,016,000
Certificate of deposit                           -                     10,000
                                           $41,596,000            $36,850,000
Securities sold, not yet purchased 
 consist of:
Corporate equities                         $30,170,000            $24,146,000
Corporate debt                                 512,000                671,000
U.S. government and agency and state
 and municipal government obligations        2,074,000              1,123,000 
                                           $32,756,000            $25,940,000

4. Subordinated loans payable
                                                1996                 1995    

Due in 1999 at 5.5%                          $   30,000           $    30,000

5. Bank call loans
Bank call loans bear interest at various rates but not exceeding the broker 
call rate, which was 6 7/8% at December 31, 1996. These loans,
collateralized by firm and customer securities with a market value of 
approximately $19,201,000 and $33,288,000, respectively, are primarily
with one major money center bank. Details of the bank call loans are 
as follows:

December 31                       1996               1995             1994      

Year-end balance             $11,800,000        $41,200,000       $35,825,000
Weighted interest rate             6.343%             7.250%            7.250%
  (at end of year)
Maximum balance              $23,150,000         $41,200,000      $69,050,000
  (at any month end)
Average amount outstanding   $10,867,000         $17,446,000      $29,634,000
  (during the year) (2)  
Weighted average interest rate     5.97%               5.093%           2.116%
  (during the year) (1)  
F-9


(1)      The weighted average interest rate during the year was computed by
         dividing the actual interest expense by the average bank call loans
         outstanding.

(2)      The average amount outstanding during the year was computed by adding
         amounts outstanding at the end of each month and dividing by twelve.

Aggregate interest paid by the Company on a cash basis during the years ended 
December 31, 1996, 1995 and 1994 was $17,721,000; $22,900,000 and $11,546,000, 
respectively.

6. Share capital
The Company's authorized share capital consists of (a) an unlimited number of 
first preference shares issuable in series; (b) an unlimited number of Class 
A non-voting shares; and (c) 99,680 Class B voting shares.

The Class A non-voting and the Class B voting shares are equal in all
respects except that the Class A non-voting shares are non-voting.
                                                           
All of the above-referenced classes of shares are without par value.

The Company's issued and outstanding share capital is as follows:

                                      1996           1995              1994  
12,265,760 (11,940,410 in 1995 and
  11,995,000 in 1994) Class A
  non-voting shares               $39,688,000     $37,513,000     $37,968,000
99,680 Class B voting shares          133,000         133,000         133,000
                                  $39,821,000     $37,646,000     $38,101,000

The Company has outstanding options with certain employees to purchase a total
of 1,033,000 Class A non-voting shares as follows:

Number          Date
of shares       of Grant                  Option price      Expiry date 
100,000         June 1, 1992              Cdn.$ 7.88        May 31, 1997
150,000         January 27, 1993          Cdn.$ 7.38        January 26,1998
100,000         January 28, 1994          Cdn.$12.50        February 28, 1999
250,000         March 1, 1994             Cdn.$12.25        February 28, 1999
100,000         June 6, 1994              Cdn.$ 9.00        June 5, 1999
 20,000         January 2, 1996           Cdn.$12.62        January 1, 2001
147,000         May 29, 1996              Cdn.$15.70        May 28, 2001
140,000         July 16, 1996             Cdn.$15.75        July 15, 2001
 21,000         December 16, 1996         US  $14.375       December 15, 2001
  5,000         December 31, 1996         Cdn.$19.80        December 31, 2001

During 1996, options to purchase 212,350 Class A non-voting shares (21,875 
in 1995 and 246,250 in 1994) were exercised for cash totalling $1,175,000 
($70,000 in 1995 and $609,000 in 1994). The number of options vested at 
December 31, 1996 was 223,750 (263,625 in 1995 and 169,000 in 1994). The 
authorized number of Class A non-voting shares that may be made subject to 
options under the Company's employee stock option plans is 1,850,000

The Company issued Class A non-voting shares from Treasury to the Company's 
401(k) plan as follows:
               Number             Date                     Issue
Year           of shares          of issue                 Price per share
1994            92,000            January 27, 1995         Cdn.$ 9.00
1995           113,000            January 10, 1996         Cdn.$12.24   
1996            70,000            January 14, 1997         US $14.50

F-10

In 1996 the Company paid cash dividends to holders of Class A non-voting and 
Class B shares as follows (US$0.15 in 1995):

Dividend 
per share   Record Date             Payment Date
US$0.20     February 9, 1996        February 23, 1996
US$0.05     May 9, 1996             May 23, 1996
US$0.05     August 9, 1996          August 23, 1996
US$0.05     November 8, 1996        November 22, 1996

US$0.35

The Company may purchase up to 800,000 Class A non-voting shares  by way of 
a Normal Course Issuer Bid through the facilities of The Toronto Stock 
Exchange. During the year ended December 31, 1996, the Company made no such 
purchases. Unless terminated earlier by the Company, it may purchase shares 
up to June 24, 1997.

7. Contributed capital
Contributed capital represents the tax benefit on the difference between
market price and exercise price on employee stock options exercised in 1992,
1994 and 1996.

8. Income taxes 
The income tax provision shown in the consolidated statement of operations is 
reconciled to amounts of tax that would have been payable (recoverable) from 
the application of combined federal, state, provincial and local tax rates 
to pre-tax profit as follows:

                                     1996            1995             1994    

Profit before income tax         $53,902,000     $34,831,000      $20,966,000

U.S. federal tax at 35%          $18,876,000     $12,268,000      $ 7,533,000
Canadian tax at 44%                  (13,000)        (97,000)        (245,000)
Combined state and local tax       7,378,000       4,564,000        2,870,000
Income taxes before
   undernoted                     26,241,000      16,735,000       10,158,000
Tax effect of non-taxable
   interest and dividends           (271,000)      ( 269,000)        (201,000)
Tax effect on other
   differences between 
   accounting and taxable
   income                         (2,347,000)      (2,534,000)       (771,000)
Income taxes                     $23,623,000      $13,932,000     $ 9,186,000 

Profit before income 
   tax provision
      Canadian operations        $  (29,000)     $  (220,000)     $  (557,000)
      U.S. operations            $53,931,000      $35,051,000     $21,523,000

The current U.S. income tax provision in 1996 is $23,623,000 ($13,932,000 in
1995 and $9,186,000 in 1994).  The current Canadian income tax provision in 
1996, 1995 and 1994 is nil.

Aggregate deferred tax assets, which relate to fixed assets and acquired net 
operating losses, are included in other assets and amounted to $190,000.

On a cash basis, the Company paid income taxes for the years ended December 31, 
1996, 1995 and 1994 in the amounts of $19,467,000, $6,731,000 and $7,337,000, 
respectively.

F-11

9. Profit per share
                                    1996            1995             1994    
Basic weighted average number
   of shares outstanding         12,519,947      12,330,552        12,221,985
Additional shares issuable on
   exercise of options              809,250         648,750           509,500
Fully diluted common shares      13,329,197      12,979,302        12,731,485

Net profit                      $30,279,000     $20,899,000       $11,780,000
Imputed earnings, net of 
   income taxes, on cash
   which would be received 
   on the exercise of
   options and warrants             337,000         327,000           110,000
Fully diluted net income        $30,616,000     $21,226,000       $11,890,000

Basic profit per share                $2.42           $1.70             $0.96
Fully diluted profit per share        $2.30           $1.64             $0.93

FASB Statement No.123 "Accounting for Stock-Based Compensation" ("SFAS 123") 
was issued in 1995, and if fully adopted, changes the method for recognition 
of cost on stock compensation plans similar to those of the Company.

Adoption of SFAS 123's fair value recognition method is optional. The Company
has chosen to continue to apply Accounting Principles Board Opinion No. 25, 
Accounting for Stock Issued to Employees, and related interpretations in 
accounting for its stock compensation plans.

The proforma results if compensation expense for the Company's 1996 grants 
for stock compensation had been determined in accordance with SFAS 123 are 
as follows:
                                As reported        Proforma
Net profit                      $30,279,000        $30,117,000
Net profit per Class A Share
 and Class B Share              $2.42              $2.41

For purposes of the proforma presentation, the Company determined fair value 
using an option pricing model with the following weighted average assumptions 
for grants in 1996: risk-free interest rates ranging from 5.41% to 6.66%, 
expected dividend yield of 1.4%, expected life of 5 years and expected 
volatility of 25%. The weighted average fair value of options granted during 
1996 was $958,000. The fair value is being amortized over five years on an 
after-tax basis, where applicable for purposes of proforma presentation. 
Stock options generally expire five years after the date of grant or three 
months after the date of retirement, if earlier. Stock options vest over a 
five year period with 0% in year one, and 25% of the shares becoming 
exercisable on each of the next four anniversaries of the grant date.

The effects of applying SFAS 123 in this proforma presentation are not 
indicative of future amounts because it does not take into consideration 
future grants, any difference between actual and assumed forfeitures, and 
only reflects grants subsequent to December 15, 1994.

10. Commitments and contingencies
(a) The Company and its subsidiaries are obligated under lease agreements to 
pay the following future minimum rentals:
     1997      $5,149,000
     1998       3,399,000
     1999         807,000
     2000         183,000
     2001          79,000
               $9,617,000

Certain of the leases contain provisions for rent escalation based on 
increases in costs incurred by the lessor.

F-12

(b) The Company's rent expense for the years ended December 31, 1996, 1995 
and 1994 was $5,566,000, $5,411,000 and $6,063,000, respectively.

(c) The Company maintains a contribution based retirement plan covering 
substantially all full-time U.S. employees. The plan provides that the 
Company may make discretionary contributions. The Company made contributions 
to the plan of $1,922,000, $1,600,000 and $1,110,000 in 1996, 1995 and 1994, 
respectively.

(d) The Company's bankers have issued letters of credit for $17,000,000 
deposited with one clearing organization of which $11,697,000 is 
collateralized by securities owned.

(e) The Company is involved in certain litigation arising in the ordinary
course of business. Management believes, based upon discussion with counsel,
that the outcome of this litigation will not have a material effect on the 
Company's financial position. The materiality of legal matters on the 
Company's future operating results depends on the level of future results of 
operations as well as the timing and ultimate outcome of such legal matters.

(f) The Company's subsidiary, Fahnestock, is subject to the uniform net 
capital requirements of the Securities and Exchange Commission ("SEC") under 
Rule 15c3.1. Fahnestock computes its net capital requirements under the 
alternative method provided for in the Rule which requires that Fahnestock 
maintain net capital equal to two percent of aggregate customer related debit 
items, as defined in SEC Rule 15c3-3. At December 31, 1996, Fahnestock had 
net capital of $118,539,000 which was $112,546,000 in excess of the 
$5,994,000 required to be maintained at that date.

12.Financial instruments with off-balance sheet risk and concentration
In the normal course of business, the Company's securities activities involve 
execution, settlement and financing of various securities transactions for 
customers. These activities may expose the Company to risk in the event 
customers, other brokers and dealers, banks, depositories or clearing 
organizations are unable to fulfil their contractual obligations.

The Company is exposed to off-balance sheet risk of loss on unsettled 
transactions in the event customers and other counterparties are unable to 
fulfil their contractual obligations. It is the Company's policy to review, 
as necessary, the credit standing of each counterparty with which it conducts 
business.

Securities sold, but not yet purchased represent obligations of the Company to
deliver the specified security at the contracted price and thereby create a 
liability to repurchase the security in the market at prevailing prices. 
Accordingly, these transactions result in off-balance-sheet risk, as the 
Company's ultimate obligation to satisfy the sale of securities sold, but not 
yet purchased may exceed the amount recognised on the balance sheet. Inventory 
positions are monitored on a daily basis to minimize the risk of loss.

The Company's customer financing and securities lending activities require the
Company to pledge customer securities as collateral for various secured 
financing sources such as bank loans and securities loaned. At December 31, 
1996, approximately $49,700,000 of securities loaned are collateralized by 
customer securities. Included in receivable from brokers and clearing 
organizations are receivables from four major broker-dealers totalling 
$107,928,000. The Company monitors the market value of collateral held and 
the market value of securities receivable from others. It is the Company's 
policy to request and obtain additional collateral when exposure to loss 
exists. In the event the counterparty is unable to meet its contractual 
obligation to return the securities, the Company may be exposed to 
off-balance sheet risk of acquiring securities at prevailing market prices. 

13.  Impact of Recently Issued Accounting Standards
New accounting standards issued but not effective would not have a material 
impact on the Company's financial statements.

F-13

14.Subsequent event
On January 29, 1997, a cash dividend of U.S.$0.06 per share (totalling 
$746,000) was declared payable on February 21, 1997 to holders of Class A 
non-voting and Class B shares of record February 10, 1997. 

	F-14



                    	EXHIBIT INDEX

Unless designated by an asterisk indicating that such document has 
been filed herewith, the Exhibits listed below 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.

Number                Description                               

3(a)                  Articles of Incorporation, as amended, of
                      Fahnestock Viner Holdings Inc. (previously
                      filed as exhibits to Form 20-F for the 
                      fiscal years ended December 31, 1986 and
                      1988).

3(b)                  By-Laws, as amended, of Fahnestock Viner
                      Holdings Inc. (previously filed as an
                      exhibit to Form 20-F for the fiscal year
                      ended December 31, 1987).

10(a)                 Lease documentation for the premises at 110
                      Wall Street, New York, New York, including
                      the Lease Modification Agreement dated
                      January 25, 1991 between The 110 Wall Company
                      and Fahnestock & Co. Inc.(previously filed as an
                      exhibit to Form 10-K for the fiscal year ended
                      December 31, 1990  and the Lease Agreement
                      dated January 5, 1987 between The 110 Wall
                      Company and Fahnestock & Co. Inc. and the Lease
                      dated November 18, 1980 between The 110 Wall
                      Company and Fahnestock & Co. Inc. (previously
                      filed as exhibits to Form 20-F for the fiscal
                      year ended December 31,1988).

10(b)                 Supplemental Legend to 1986 Incentive Stock
                      Option Plan (previously filed as an exhibit
                      to the registrant's registration statement on
                      Form S-8 (file no. 33-38134)).

10(c)                 Supplemental Legend to 1986 Employee Stock
                      Option Plan (previously filed as an exhibit
                      to the registrant's registration statement on
                      Form S-8 (file no. 33-38134)).

10(d)                 Fahnestock Viner Holdings Inc. 1986 Incentive
                      Stock Option Plan (Amended and Restated as at
                      April 26, 1991) (previously filed as an exhibit
                      to Form 10-K for the year ended December 31,
                      1992)
	E-1

10(e)                 Fahnestock Viner Holdings Inc. 1986 Employee
                      Stock Option Plan (Amended and Restated as at
                      April 26, 1991) (previously filed as an exhibit
                      to Form 10-K for the year ended December 31, 1992)

10(f)                 Fahnestock Viner Holdings Inc. 1996 Equity Incentive 
                      Plan, Amended and Restated as at January 7, 1997 
                      (filed herewith).*

21                    Subsidiaries of the Registrant (previously filed as 
                      an exhibit to Form 10-K for the year ended 
                      December 31, 1995)
                      
23(a)                 Consent of Coopers & Lybrand (filed herewith).*

27                    Financial Data Schedule, as required by 
                      Item 601(c)(2)(I) of Regulations S-K and S-B
                     (filed herewith).*
E-2