[DESCRIPTION] EXHIBIT 10(j)


                   STOCK APPRECIATION AGREEMENT

THIS AGREEMENT, dated as of the 15th day of February, 1995, between 
Fahnestock & Co. Inc. (the "Company") and Albert G. Lowenthal ("Lowenthal"); 

WHEREAS, Lowenthal is employed by the Company as its Chief Executive 
Officer and serves as Chairman of its Board of Directors; and 


WHEREAS, the Compensation Committee of the Board of Directors of Fahnestock 
Viner Holdings Inc., the indirect parent of the Company, has reviewed 
Lowenthal's compensation in comparison to that of executives holding 
similar positions at similar firms and has concluded that Lowenthal's 
salary and incentive compensation is substantially below that of comparable 
executives; and 

WHEREAS, the Company deems it appropriate to recognize Lowenthal's special 
contributions in managing the growth and profitability of the Company, with 
particular emphasis on cost control, risk management, and formulating and 
implementing the Company's acquisition strategy; 

NOW, THEREFORE, in consideration of the premises set forth in this Agreement,
the Company and Lowenthal agree as follows:  

1.	Definitions.

(a) Common Stock means the Class A non-voting shares of Fahnestock Viner 
Holdings Inc. 

(b) Base Price means CDN$9.00, representing the closing price at February 14,
1995 of a share of Common Stock.

(c) Market Value of a share of Common Stock as of December 31 of a calendar 
year means the average closing price on the Toronto Stock Exchange of a share 
of Common Stock on each trading day during the period beginning December 15 
of such year and ending January 15 of the following year.  The Market Value 
of a share of Common Stock as of any other determination date means the 
average closing price on the Toronto Stock Exchange of a share of Common 
Stock on each trading day during the period beginning fifteen (15) calendar
days before, and ending fifteen (15) calendar days after, such date.  If the 
Common Stock is not listed on the Toronto Stock Exchange at the time for 
determination, the closing price on NASDAQ shall be used and the Base Price 
shall be US$6.25.

2.	Stock Appreciation Payments.

Within thirty-one (31) days following the end of each of calendar years 1995 
and 1996, the Company shall pay Lowenthal, as additional compensation, a 
single-sum amount (a "Stock Appreciation Payment") with respect to such 
calendar year equal to the greater of (i) 100,000 times the amount by which 
the Market Value as of the December 31 of such calendar year of a share of 
Common Stock exceeds the Base Price, or (ii) US$150,000; provided, however, 
that the sum of the two Stock Appreciation Payments for 1995 and 1996 shall
not exceed US$625,000.

3.	Termination of Employment.

If, on or before the last day of calendar year 1995 or 1996, Lowenthal 
ceases to be employed by the Company as its Chief Executive Officer or by 
Fahnestock Viner Holdings Inc. as its Chief Executive Officer for any reason 
other than death or disability, his right to a Stock Appreciation Payment 
with respect to such calendar year shall be forfeited.

4.	Death or Disability.

If, before both Stock Appreciation Payments have been made pursuant to 
Paragraph 2, Lowenthal's employment with the Company or Fahnestock Viner 
Holdings Inc. terminates by reason of death or permanent disability, then in 
lieu of any remaining payments under Paragraph 2, the Company shall pay 
Lowenthal or his estate, within thirty (30) days after such termination, 
100,000 times the amount by which the Market Value of a share of Common Stock 
as of such date of termination of employment exceeds the Base Price; provided,
however, that such amount shall be doubled if Lowenthal has received no prior 
Stock Appreciation Payments pursuant to Paragraph 2.  In no event shall the 
payment made pursuant to this Paragraph 4, when added to any payment made 
pursuant to Paragraph 2, exceed US$625,000.  

5.	Interpretation.

No provision of this Agreement may be altered or waived except in writing 
and executed by the other party hereto.  This Agreement constitutes the 
entire contract between the parties hereto and no party shall be bound by 
any warranties, representations or guarantees, except as specifically set 
forth in this Agreement.  This Agreement shall be interpreted under the laws 
of the State of New York.  

6.	Arbitration. 

Any controversy or claim arising out of or relating to this Agreement or the 
breach of this Agreement which cannot be resolved by Lowenthal and the 
Company shall, at the instance of either Lowenthal or the Company, be 
submitted to arbitration in accordance with New York law and the procedures 
of the New York Stock Exchange.  The determination of the arbitrator shall 
be conclusive and binding on the Company and Lowenthal and judgment may be 
entered on the arbitrator's award in any court having jurisdiction.

7.	Assignability.

The respective rights and obligations of Lowenthal and the Company under 
this Agreement shall inure to the benefit of and be binding upon the heirs 
and legal representatives of Lowenthal and the successors and assigns of the 
Company.  

IN WITNESS WHEREOF, the Company and Lowenthal have executed this Agreement 
as of the day and year first above written.  

FAHNESTOCK & CO. INC.


By: /s/ E.K. Roberts
Title: Treasurer


/s/ A.G. Lowenthal
Albert G. Lowenthal