Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
August 15, 2011
VIA EDGAR
Mr. Michael McTiernan
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
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| Re: | | Oppenheimer Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed August 11, 2011
File No. 333-174933 |
Dear Mr. McTiernan:
On behalf of our client, Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), set forth below is a response to the comment (the “Comment”) of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated August 12, 2011 regarding the above-referenced registration statement, filed by the Company on August 11, 2011. To facilitate your review, we have reproduced the text of the Staff’s Comment in italics below.
General
| 1. | | You have received a letter dated August 4, 2011 containing comments on yourForm 10-K for the fiscal year ended December 31, 2010. Please note that we will be unable to declare this registration statement effective until we have completed our review of yourForm 10-K. |
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| | | The Company duly notes the Staff’s Comment and advises the Staff that it has withdrawn its acceleration request letter and plans to re-file such request letter once all comments on its Form 10-K for the fiscal year ended December 31, 2010, received in the letter dated August 4, 2011 (the “10-K Comment Letter”) have been resolved. The Company advises the Staff that it submitted a response to the 10-K Comment Letter on August 15, 2011. |
Please telephone the undersigned at (212) 735-4112 if you have any questions or need any additional information.
Michael McTiernan
Securities and Exchange Commission
August 15, 2011
Page 2
Sincerely,
/s/ Richard B. Aftanas
Richard B. Aftanas, Esq.
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| cc: | | Dennis P. McNamara, Esq.
General Counsel, Oppenheimer Holdings Inc.
Duc Dang, Esq.
Securities and Exchange Commission |
