<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 10-K
                            ------------------------
 
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED JANUARY 31, 1994        COMMISSION FILE NUMBER: 1-9494
 
                                 TIFFANY & CO.
             (Exact name of registrant as specified in its charter)
 
                                    DELAWARE
                          (State or other jurisdiction
                       of incorporation or organization)
                                   13-3228013
                                (I.R.S. Employer
                              Identification No.)
 
                                727 FIFTH AVENUE
                               NEW YORK, NY 10022
                    (Address of principal executive offices)
 
                                  212-755-8000
              (Registrant's telephone number, including area code)
                            ------------------------
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 

<TABLE>
<CAPTION>
                                                            NAME OF EACH EXCHANGE
              TITLE OF EACH CLASS                            ON WHICH REGISTERED
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<S>                                            <C>
         COMMON STOCK, $.01 PAR VALUE                      NEW YORK STOCK EXCHANGE
             STOCK PURCHASE RIGHTS                         NEW YORK STOCK EXCHANGE
</TABLE>

 
                            ------------------------
     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 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.  / /
                            ------------------------
     STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
OF THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING.
As of March 24, 1994 the aggregate market value of voting stock held by
non-affiliates was $435,132,018.13. See Item 5. Market for Registrant's Common
Equity and Related Stockholder Matters below.
                            ------------------------
     INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: 15,663,063 shares of
Common Stock outstanding as of March 24, 1994.
                            ------------------------
     The following documents are incorporated by reference into this Annual
Report on Form 10-K: Registrant's Annual Report to Shareholders for the Fiscal
Year Ended January 31, 1994 (Parts I, II and IV) and Registrant's Proxy
Statement Dated April 7, 1994 (Part III).
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<PAGE>   2


                                     PART I


ITEM 1. BUSINESS

         (a)     General development of business.

         Registrant (also referred to as the "Company") is the parent
corporation of Tiffany and Company ("Tiffany").  The Tiffany business was
founded in 1837 and was incorporated in New York in 1868.  On May 5, 1987
Registrant completed the initial public offering of its Common Stock.

         (b)     Financial information about industry segments.

         Industry segment information is not provided because the Registrant
operates in a single industry segment: retail and wholesale distribution of
fine jewelry, gift and fashion accessory items.  Incorporated by reference from
Registrant's Annual Report to Stockholders for the fiscal year ended January
31, 1994 (Footnote M. "Foreign Operations") is the Registrant's geographic
segment information for the fiscal years ended January 31, 1994, 1993 and 1992.

         (c)     Narrative description of business.

         As used below, the terms "Fiscal 1991", "Fiscal 1992" and "Fiscal
1993" refer to the fiscal years ended on January 31, 1992, 1993 and 1994,
respectively.


                                    Products

         Registrant's principal product categories are fine jewelry,
timepieces, sterling silverware, china, crystal, stationery, writing
instruments, fragrance, leather goods, scarves and ties.

         Registrant offers an extensive selection of fine jewelry at a wide
range of prices.  In Fiscal 1991, 1992 and 1993, approximately 62%, 60% and
65%, respectively, of Registrant's net sales were attributable to jewelry.  See
Merchandise Purchasing, Manufacturing and Raw Materials below.  Subject to
approval by Tiffany's design department, designs are developed by employees,
suppliers, independent designers and independent "name" designers.  See
Designer Licenses below.

         TIFFANY & CO. brand watches and clocks as well as other brands of
watches are sold.  The range of TIFFANY & CO. brand sterling silver merchandise
includes flatware, hollowware (tea and coffee services, bowls, cups and trays),
trophies, key holders, picture frames and desk accessories.  Crystal,
glassware, china and other tableware, is sold under the trademarks of
well-known manufacturers, as well as under the TIFFANY & CO.  


                                                                      - PAGE 2 -

<PAGE>   3
trademark.  Custom engraved stationery, writing instruments, handbags, wallets,
scarves, men's ties and fashion accessories are sold under the TIFFANY & CO. 
trademark. Fragrance products are sold under the trademarks TIFFANY and TIFFANY
FOR MEN.

                           Distribution and Marketing

Channels of Distribution

         Registrant sells through three channels of distribution, and reports
its sales as follows:

                 U.S. Retail consists of retail sales from stores in the United
                 States and wholesale sales to selected independent retailers
                 in North America.  U.S. Retail sales include wholesale sales
                 of fragrance products in the United States, Canada and in the
                 Caribbean region.  See U.S. Retail below;

                 Direct Marketing consists of sales in the United States
                 through a staff of specialized sales personnel who concentrate
                 on business clients, and sales through direct mail catalogs.
                 See Direct Marketing below; and

                 International Retail consists of both retail and wholesale
                 sales to customers located outside the United States.  See
                 International Retail below.


U.S. Retail

         The Fifth Avenue store in New York accounts for the largest portion of
the Company's sales and is the focal point for marketing and public relations
efforts.  Approximately 23%, 24% and 21% of total Company net sales for Fiscal
1991, 1992 and 1993, respectively, were attributable to the New York store's
retail sales.  Management believes that the New York retail store will continue
to account for a substantial portion of the Company's sales.  Approximately
32,450 square feet in the New York building are devoted to retail selling.

         Prior to September 1963, when the first branch store was opened in San
Francisco, the New York store was Tiffany's sole retail location in the United
States.  Since that time, branch stores have been opened in the following
cities: Houston (1964), Beverly Hills (1964), Chicago (1966), Atlanta (1969),
Dallas (1982), Boston (1984), Costa Mesa (1988), Vienna, Virginia (Washington
D.C. area) (1990), Philadelphia (1990), Palm Beach (1991), San Diego (1992),
Honolulu (1992), Troy, Michigan (1992) and Bal Harbour (1993).  The Beverly
Hills branch store was relocated to larger quarters in 1990, as were the San



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<PAGE>   4
Francisco and Houston branches in 1991.  In March, 1993 a boutique located in
Atlantic City, New Jersey which had been opened in 1990 was closed.  Each of
the 15 U.S. branch stores displays a representative selection of merchandise
but none maintains the extensive selection carried by the New York store.
Management currently contemplates the opening of new branch stores in major
United States cities at the rate of approximately two per year.  Separate lease
agreements to open branches in Short Hills, New Jersey and Chevy Chase,
Maryland have been entered into and, subject to completion of construction,
Registrant expects to open for business in those locations in September 1995
and April 1996, respectively.  The Chevy Chase location could, however, open as
early as Fall 1994 should the space become available.  See Item 2. Properties
below for further information concerning U.S. Retail store leases.  United
States branch stores range in size from approximately 5,000 to 16,000 gross
square feet and total approximately 170,000 gross square feet devoted to retail
purposes.  On average, approximately 45 percent of the floor space in each
branch store is devoted to retail selling.

         Tiffany sells jewelry, watches, tableware and other products at
wholesale to approximately 195 United States independent retail locations
(exclusive of locations which sell only TIFFANY fragrance products).  Selected
merchandise is provided to these accounts at wholesale prices that allow
traditional retail jewelry mark-ups.

         TIFFANY and TIFFANY FOR MEN brand fragrance products are sold in
Registrant's own stores, through its Direct Marketing channel of distribution
and through wholesale distribution in the U.S. and many overseas markets.
These products are now available in approximately 3000 retail locations in the
United States and abroad.  Chanel, Inc. sells fragrance concentrates to
Tiffany.  A subsidiary of Chanel, Inc. provides production, packaging,
warehousing, accounting and U.S. distribution services.  Tiffany retains
control of marketing and promotion and owns all fragrance product inventories
and receivables.





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<PAGE>   5
Direct Marketing

         Corporate Division sales executives call on business clients
throughout the United States, selling products drawn from the retail product
line and items specially developed for the business market, including trophies
and items made to customer specifications.  Price allowances are given to
business customers for volume purchases.  Corporate Division customers purchase
for business gift giving, employee service and achievement recognition awards,
customer incentives and other purposes.  Products and services are marketed
through a sales force of approximately 130 persons, through advertising in
newspapers and business periodicals and through the publication of special
catalogs.

         Tiffany also distributes catalogs of selected merchandise to its
proprietary list of mail and telephone customers and to mailing lists rented
from third parties.  Four seasonal SELECTIONS (R) catalogs are published,
supplemented by COLLECTIONS and other catalogs.  The following table sets forth
certain data with respect to mail order operations for the periods indicated:

<TABLE>
<CAPTION>
                                                                                                  Fiscal Years Ended January 31,

                                                                                   1992                   1993                  1994
                                                                                   ----                   ----                  ----
 <S>                                                                            <C>                    <C>                   <C>
 Number of names on catalog mailing list at year-end (consists
 of customers who purchased by mail or telephone prior to the
 applicable date):
                                                                                414,895                491,538               535,307

 Total catalog mailings during fiscal year (in millions):
                                                                                   12.4                   12.9                  14.1

 Total mail or telephone orders received during fiscal year:
                                                                                180,795                197,984               210,379
</TABLE>



International Retail

         Stores and boutiques included in the International Retail channel of
distribution are listed below.  For locations operated by Registrant's
subsidiary corporations, Registrant records as sales the retail price charged
retail customers.  For locations operated by third-party distributors,
Registrant records as sales the wholesale price charged to the third-party
distributors.





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<PAGE>   6
                            International Locations



<TABLE>
<CAPTION>
                                           LOCATIONS OPERATED BY REGISTRANT'S SUBSIDIARIES
   <S>                                                             <C>
   FREE-STANDING STORES                                            JAPAN: MITSUKOSHI DEPARTMENT STORES
                                                                   (Boutiques Located in Mitsukoshi Department Stores)
   London, England                                                 Tokyo (Nihombashi)                Takamatsu
   Munich, Germany                                                 Tokyo (Shinjuku)                  Matsuyama
   Zurich, Switzerland                                             Tokyo (Shinjuku) +                Hirakata
   Frankfurt, Germany                                              Tokyo (Ginza)                     Kobe
   Milan, Italy (Faraone)                                          Tokyo (Ikebukuro)                 Nagoya (Hoshigaoka)
   Florence, Italy (Faraone)                                       Yokohama                          Nagoya (Sakae)
   Hong Kong (Peninsula Hotel)                                     Sendai                            Niigata
   Hong Kong (Landmark Center)                                     Sapporo                           Chiba
   Taipei, Taiwan                                                  Osaka                             Kagoshima
   Singapore (Raffles Hotel)                                       Kurashiki                         Okinawa
   Singapore (Ngee Ann City)                                       Hiroshima
   Toronto, Canada
                                                                   + (Accessories Boutique)

   JAPAN: NON-MITSUKOSHI DEPARTMENT STORES                         JAPAN: OTHER MITSUKOSHI LOCATIONS
   Kawasaki, Japan (Saikaya Department Store)                      (NON-DEPARTMENT STORE LOCATIONS)
   Kokura, Japan  (Izutsuya Department Store)                      Hilton Hotel, Nagoya, Japan
   Kyoto, Japan (Daimaru Department Store)                         Hotel Okura, Kobe, Japan
   Hamamatsu, Japan (Matsubishi Department Store)                  Tokyo Bay Hotel, Tokyo, Japan
   Oita, Japan (Tokiwa Department Store)                           Royal Hotel, Osaka, Japan
   Osaka (Shinsaibashi), Japan (Daimaru Department Store)          Nagano, Japan (Specialty Store)
   Osaka (Umeda), Japan (Daimaru Department Store)                 Fukuoka, Japan (Specialty Store)
   Kumamoto, Japan (Tsuruya Department Store)                      Kanazawa, Japan (Specialty Store)
                                                                   The Landmark, Yokohama, Japan


   LOCATIONS OPERATED BY LOTTE TRADING CO., Ltd. in Korea           LOCATIONS OPERATED BY MITSUKOSHI LIMITED AND AFFILIATES

   Lotte World Department Store, Seoul (Duty-free)                  DEPARTMENT STORE LOCATIONS
   Lotte Department Store, Seoul (Duty-free) (Duty-paid)            Hong Kong
   Hotel Lotte, Seoul (Lobby boutique) (Duty-free)                  Taipei, Taiwan
   Hotel Paradise, Pusan (Duty-free)                                Tokyo (Nihombashi), Japan (Faraone)
                                                                    Tokyo (Shinjuku), Japan (Faraone)
                                                                    Sapporo, Japan (Faraone)
   LOCATIONS OPERATED BY OTHER THIRD PARTIES                        Matsuyama, Japan (Faraone)
                                                                    NON-DEPARTMENT STORE LOCATIONS
   Rustan's Department Store, Manila, Philippines                   Moana Surfrider Hotel, Honolulu, Hawaii
   DFS Saipan                                                       Tumon Sands Plaza, Guam
</TABLE>
                                                       


         The above listing does not include international "trade accounts",
i.e. non-U.S. retailers to which TIFFANY & CO. or FARAONE brand merchandise is
sold on a wholesale basis, but which do not operate a TIFFANY & CO. or FARAONE
boutique within their respective stores.





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<PAGE>   7
          From 1972 through July 1993, selected TIFFANY & CO. products,
principally jewelry and watches, were purchased from Tiffany by Mitsukoshi
Limited and its affiliated companies ("Mitsukoshi") for distribution in Japan
in TIFFANY & CO. boutiques.  Under the agreement with Tiffany by which
Mitsukoshi purchased and distributed TIFFANY & CO. products in Japan (the
"Distribution Agreement"), all sales transactions between Tiffany and
Mitsukoshi were denominated in U.S. Dollars.  Registrant recorded wholesale
sales to Mitsukoshi as revenue and Mitsukoshi received the merchandise into
inventory and recorded revenue on the final sale in Japanese Yen to the
ultimate consumer.  Mitsukoshi established retail prices for TIFFANY & CO.
merchandise in Japan and bore responsibility for management of inventory and
the risk of currency fluctuations between the Japanese Yen and the U.S. Dollar.

         On June 12, 1993, Registrant, through its affiliated companies,
entered into an agreement (the "New Agreement") to realign its business
relationship with Mitsukoshi.  Under the New Agreement, Registrant's wholly
owned subsidiary, Tiffany & Co. Japan Inc.  ("Tiffany-Japan") assumed
merchandising and marketing responsibilities in the operation of TIFFANY & CO.
boutiques previously operated by Mitsukoshi in its stores and other locations
in Japan.  The changeover in responsibilities from the Distribution Agreement
to the New Agreement occurred during the month of July 1993.  Tiffany-Japan now
provides merchandising and marketing management and owns substantially all
merchandise held for sale in the boutiques.  Mitsukoshi provides and maintains
boutique facilities, staffs the boutiques with retail employees and assumes
credit and certain other risks.  Tiffany-Japan pays Mitsukoshi fees aggregating
27% of net retail sales made in such boutiques.  Such fees consist of the
following elements:  (A) 23% of net retail sales made in such boutiques (the
"Base Fee") is paid for the services and facilities Mitsukoshi provides
Tiffany-Japan in connection with boutique operations (this fee is equivalent to
the fee paid by Tiffany-Japan to other department stores in Japan for
comparable services); and (B) 4% of net retail sales made in such boutiques
(the "Exclusivity Fee") is paid in recognition of the high operating costs in
Tokyo where Mitsukoshi has 5 stores and in consideration of Mitsukoshi's
agreement to: (1) permit Tiffany- Japan to operate a boutique in each existing
location throughout Japan and in all new Mitsukoshi stores opened in Japan
until October 15, 2001; (2) construct and outfit all new boutiques to
Tiffany-Japan's standards; and (3) make certain improvements to the existing
boutique premises.  With respect to the sale by Tiffany-Japan of certain
high-value jewelry items repurchased from Mitsukoshi (less than 10% of the
inventory to be repurchased), the Exclusivity Fee does not apply and the Base
Fee is reduced to 5%.  Tiffany-Japan also pays Mitsukoshi an incentive fee of
5% of the amount by which boutique sales increase year-to-year, calculated on a
per-boutique basis.  In Tokyo, TIFFANY & CO. boutiques may be established only
in Mitsukoshi's stores and TIFFANY & CO. brand jewelry may be sold only in such
boutiques. Tiffany-Japan has, however, reserved certain rights so that it may
open a flagship store in Tokyo.  The mutual obligations described in this
paragraph will expire on October 15, 2001.





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<PAGE>   8
         In Fiscal 1991, 1992 and 1993, Mitsukoshi's wholesale purchases from
Tiffany constituted, respectively, 23%, 15% and 7% of Registrant's net sales.
The significant decrease in Fiscal 1993 reflects the changeover from the
Distribution Agreement to the New Agreement.  Under the New Agreement,
Mitsukoshi no longer purchases TIFFANY & CO. merchandise for sale in Japan.
Instead, Mitsukoshi acts for Tiffany-Japan in the sale of merchandise owned by
Tiffany-Japan and Registrant recognizes as revenues the retail price charged to
the ultimate consumer in Japan.  Tiffany-Japan holds inventories for sale,
establishes retail prices, bears the risk of currency fluctuations, provides
one or more brand managers in each boutique, controls merchandising and display
within the boutiques, manages inventory and controls and funds all advertising
and publicity programs with respect to TIFFANY & CO. merchandise.

         Because the inventory repurchased and to be repurchased by Tiffany
from Mitsukoshi was previously sold by Tiffany to Mitsukoshi, Registrant has
reversed the sales and related gross profit associated with the repurchase.
Accordingly, in 1993 Registrant recorded a $57.5 million reserve, representing
the provision for product returns; this reduced net income in Registrant's
second fiscal quarter ended July 31, 1993 by approximately $32.7 million, or
$2.07 per share.  The establishment of this reserve resulted in a net loss in
such second quarter and in Fiscal 1993.  Registrant's carrying value of the
inventory purchased from Mitsukoshi  is lower than the purchase price paid
Mitsukoshi because of the reversal of such gross profit.  Inventories of
saleable TIFFANY & CO. merchandise owned by Mitsukoshi have been and will be
repurchased by Tiffany-Japan for approximately $115 million as described below.
Approximately $52.5 million of such inventory held by Mitsukoshi in the various
boutiques ("Boutique Inventory") was repurchased during the month of July 1993.
In addition, approximately $62.5 million of TIFFANY & CO. inventory maintained
in Mitsukoshi's Tokyo warehouse and central merchandising facilities ("Central
Inventory") has been and will be repurchased by Tiffany throughout the period
beginning July 1, 1993 and ending February 28, 1998.  The price payable for
inventories to be repurchased by Tiffany will be payable in Japanese Yen.1
Mitsukoshi has agreed to accept a deferred payment in respect of $25 million of
the purchase price to be paid by Tiffany for Boutique Inventory.  This amount
must be paid in full on February 28, 1998.  Interest at the rate of six percent
per annum shall be payable quarterly to Mitsukoshi by Tiffany on the deferred
amount.  All other amounts payable by Tiffany for inventory repurchased
pursuant to the New Agreement will be paid forty days following receipt of
inventory.

         Under separate agreements, Mitsukoshi operates four FARAONE boutiques
in Mitsukoshi stores in Japan, TIFFANY & CO.  boutiques in its department
stores in Hong Kong and Taipei and TIFFANY & CO. boutiques in Honolulu and on
the island of Guam.  Tiffany sells merchandise to Mitsukoshi for resale in
these boutiques on a wholesale basis.



__________________________________

  1.  For the purposes of this report on Form 10-K, it has been assumed that 
110 Japanese yen equal one U.S.  dollar.



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<PAGE>   9
         In 1989, Mitsukoshi purchased from General Electric Capital
Corporation ("GECC"), 1,500,000 shares of Registrant's Common Stock.  As of
March 24, 1994, Mitsukoshi owned 2,135,000 shares, or 13.63% of the
Registrant's Common Stock.  Prior to Mitsukoshi's purchase of Registrant's
Common Stock from GECC, Registrant and Mitsukoshi entered into an agreement by
which Mitsukoshi agreed, subject to certain contingencies, not to purchase in
excess of 19.99% of Registrant's issued and outstanding Common shares.  This
agreement expires on September 21, 1994.

         In 1992, Registrant assumed the operation of four TIFFANY & CO.
boutiques previously operated by Mitsukoshi in third party department stores in
Japan.  Registrant now operates eight boutiques in Japan in non-Mitsukoshi
department stores.

         Mr. Yoshiaki Sakakura,  President and Chief Executive Officer of
Mitsukoshi, was appointed a director of the Registrant on November 15, 1989,
and will continue to serve as a director if elected by Registrant's
stockholders at their annual meeting scheduled to be held on May 19, 1994.

         Wholesale distribution of TIFFANY & CO. jewelry and/or watches is also
made through independent distributors in Japan, Europe, the Middle East, Korea,
the Philippines and Saipan.

         Tiffany began its ongoing program of international expansion through
proprietary retail stores in 1986 with the establishment of the London store.
The Munich and Zurich stores were opened in 1987 and 1988, respectively.  In
1990, the Zurich store was expanded.  Stores in Hong Kong at the Peninsula
hotel and at the Landmark center were opened in August 1988 and March 1989,
respectively.  In 1990, a store was opened in Taipei, and in 1991 stores in
Singapore (at the Raffles Hotel), Frankfurt and Toronto were opened, and the
London store was expanded.   In early Fiscal 1993, a hotel boutique in Berlin,
which had been opened in 1991, was closed.  Also in Fiscal 1993, a second store
was opened in Singapore's Ngee Ann City, and the Peninsula hotel store in Hong
Kong was expanded.

         Company-operated international TIFFANY & CO. stores and boutiques
range in size from approximately 700 to 13,000 gross square feet and total
approximately 127,000 gross square feet devoted to retail purposes.

         In October 1989, Registrant completed the purchase of a controlling
interest in the parent corporation of Faraone, S.p.A.  ("Faraone"), a
manufacturing jeweler which operates retail jewelry stores under the FARAONE
tradename in Milan and Florence and offers its products at wholesale to other
retailers in Europe and through Mitsukoshi-operated FARAONE boutiques in Japan.
Faraone also offers TIFFANY & CO. products in its stores and through its
wholesale distribution, and FARAONE products are offered in TIFFANY & CO.
stores in Europe.





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<PAGE>   10
         Registrant expects to continue to open stores in locations outside the
United States.  However, the timing and success of this program will depend
upon many factors, including Registrant's ability to obtain suitable retail
space on satisfactory economic terms, the extent of consumer demand for TIFFANY
& CO. products in overseas markets and the fact that Tiffany's reputation in
Europe is not yet as firmly established with consumers as it is in the United
States and Japan.  TIFFANY & CO. boutiques have now been installed in all
current Mitsukoshi department stores in Japan.  Future expansion in Japan will,
to some extent, be dependent upon Mitsukoshi establishing new department
stores.  However, under its agreement with Mitsukoshi, Tiffany has retained
certain rights so that it may undertake further development in Japan on its own
initiative, and Tiffany also operates boutiques in stores other than Mitsukoshi
in locations outside of Tokyo.

         The following chart details the growth in the Company's stores and
boutiques since 1987 on a worldwide basis:



<TABLE>
<CAPTION>
                                                      Worldwide Retail Locations
- - ------------------------------------------------------------------------------------------------------------------------------------
                                    Registrant's Subsidiary Companies                               Independent
                     --------------------------------------------------------------------   --------------------------
                         North America and Europe                                    Pacific Rim
                     ----------------------------------         ------------------------------------------------------
     End of
     Fiscal:         U.S.         Canada         Europe         Japan         Elsewhere       Mitsukoshi        Others       Total
                     ----         ------         ------         -----         ---------       ----------        ------       -----
      <S>             <C>            <C>           <C>           <C>              <C>             <C>             <C>         <C>
      1987             8             0             2              0               0               21              0           31
                                  
      1988             9             0             3              0               1               21              0           34
      1989             9             0             5              0               2               24              0           40

      1990            12             0             5              0               3               27              0           47

      1991            13             1             7              0               4               38              2           65

      1992            16             1             7              7               4               36              4           75
      1993            16             1             6             37               5                8              6           79
====================================================================================================================================
</TABLE>






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<PAGE>   11
                           Advertising and Promotion

         Tiffany regularly advertises its business, primarily in newspapers and
magazines.  Cooperative advertising funds are received from certain merchandise
vendors and the Company also provides its domestic and international
third-party distributors with cooperative advertising funds.  In Fiscal 1991,
1992, and 1993, Tiffany spent approximately $19.2 million, $19.4 million and
$18.1 million, respectively, on worldwide advertising, net of amounts
contributed by vendors to Tiffany, but inclusive of cooperative advertising
funds contributed by Tiffany to third party distributors.

         Public Relations (promotional) activity is also a significant aspect
of Registrant's business.  Management believes that Tiffany's image is enhanced
by a program of charity sponsorships, grants and merchandise donations.  The
Company also engages in an aggressive program of retail promotions and media
activities to maintain consumer awareness of the Company and its products.
Each year, Tiffany publishes its well-known Blue Book which showcases fine
jewelry and other merchandise.  Tiffany's New York window displays, designed by
Gene Moore, are another important aspect of Tiffany's promotional efforts. In
1990, a book by Mr. Moore highlighting the art of window display was published.
In its New York store, Tiffany displays table settings created by leading
interior decorators and by prominent hosts and hostesses.  John Loring,
Tiffany's Design Director, is the author of several books featuring Tiffany
products.  Registrant considers these and other promotional efforts important
in maintaining Tiffany's image as an arbiter of taste and style.

                                   Trademarks

         The designations TIFFANY(R) and TIFFANY & CO.(R) are the principal
trademarks of Tiffany, as well as serving as tradenames.  Tiffany has obtained
and is the proprietor of trademark registrations for TIFFANY and TIFFANY & CO.
for a variety of product categories in the United States and in other
countries.  Over the years, Tiffany has maintained a program to protect its
trademarks and has instituted legal action where necessary to prevent others
either from registering or using marks which are considered to create a
likelihood of confusion with the Company or its products.  Tiffany has been
generally successful in such actions and management considers that its United
States trademark rights in TIFFANY and TIFFANY & CO. are strong.  However, use
of the designation TIFFANY by third parties (often small companies) on
unrelated goods or services, often transient in nature, may not come to the
attention of Tiffany or may not rise to a level of concern warranting legal
action.  Also, trademark rights are territorial in nature and, under the laws
of foreign jurisdictions, Tiffany's rights are not as broad as in the United
States.  Tiffany does not claim to be the sole person entitled to use the name
TIFFANY in all product categories throughout the world; third parties have
registered the name TIFFANY in the United States in the food services category,
and in certain foreign




- - - PAGE 11 -

<PAGE>   12
countries in certain product categories, including the categories for
fragrance, cosmetics, jewelry, eyeglass frames, clothing and tobacco products.

                               Designer Licenses

         Tiffany has been the sole licensee for jewelry designed by Ms.
Peretti, Ms. Picasso and the late Mr. Schlumberger since 1974, 1980 and 1956,
respectively.  In 1992, Tiffany acquired trademark and other rights necessary
to sell the designs of the late Mr. Schlumberger under the TIFFANY-SCHLUMBERGER
trademark.  Ms. Peretti and Ms. Picasso retain ownership of copyrights for
their designs and of their trademarks and exercise approval rights with respect
to important aspects of the promotion, display, manufacture and merchandising
of their designs and Tiffany is required by contract to devote a portion of its
advertising budget to the promotion of their respective products; each is paid
a royalty by Tiffany for jewelry and other items designed by them and sold
under their respective names.  Written agreements exist between Ms. Peretti and
Tiffany and between Ms. Picasso and Tiffany but may be terminated by either
party following six months notice to the other party.  Tiffany is the sole
retail source for merchandise designed by Ms. Peretti worldwide; however, she
has reserved by contract the right to appoint other distributors in markets
outside the United States.

         The designs of Ms. Peretti accounted for 17%, 14% and 14% of Tiffany's
net sales in Fiscal 1991, 1992 and 1993, respectively.  Merchandise designed by
Ms. Picasso accounted for an aggregate of 4%, 5% and 5% of Tiffany's net sales
in Fiscal 1991, 1992 and 1993, respectively.  Registrant's operating results
could be adversely affected were it to cease to be a licensee of one or more of
these designers or should its degree of exclusivity in respect of their designs
be diminished.

            Merchandise Purchasing, Manufacturing and Raw Materials

         Merchandise offered for sale by Tiffany is supplied from the Company's
workshops in New York City and Pleasantville, New York; Parsippany, New Jersey;
Attleboro, Massachusetts; Salem, West Virginia; Lussy-sur-Morges, Switzerland;
Paris, France; and Milan, Italy and through purchases and consignments from
others. The following table shows Tiffany's sources of merchandise, based on
cost, for the periods indicated:

<TABLE>
<CAPTION>
                                                                                Fiscal Years Ended January 31,

                                                                   1992                 1993                 1994
                                                                   ----                 ----                 ----
             <S>                                                  <C>                  <C>                   <C>
             Produced by Tiffany                                   25 %                 29 %                  27 %

             Purchased from others                                 75                   71                    73    
                                                                  -------              -------              -------

             Total                                                100 %                100 %                 100 %
</TABLE>


Approximately 42% of the merchandise purchased from others in Fiscal 1993 was
manufactured outside the United States.





                                                                     - PAGE 12 -

<PAGE>   13
         Gems and precious metals used in making Tiffany jewelry may be
purchased from a variety of sources.  For the most part, purchases of such
materials are from suppliers with which Tiffany enjoys long-standing
relationships.  Tiffany believes that there are numerous alternative sources
for gems and precious metals and that the loss of any single supplier would not
have a material adverse effect on its operations.

         Diamond jewelry accounted for approximately 17%, 16% and 23% of
Tiffany's net sales for Fiscal 1991, 1992 and 1993, respectively.  Tiffany does
not purchase uncut diamonds and does not anticipate any material adverse change
in the availability of cut and polished diamonds in general.  The supply and
price of diamonds in the principal world markets are significantly influenced
by a single entity, the Central Selling Organization (the "CSO"), a marketing
arm of De Beers Centenary AG, a Swiss corporation.  The CSO has traditionally
controlled the marketing of approximately 75-80% of the world's supply of uncut
diamonds and sells uncut diamonds to worldwide diamond cutters from its London
office approximately 10 times a year in quantities and at prices determined in
its sole discretion.  Tiffany does not purchase diamonds directly from the CSO.
The availability of diamonds to the CSO and Tiffany's suppliers may be, to some
extent, dependent on the political situation in diamond-producing countries,
such as South Africa (which currently accounts for approximately 11% of the
world diamond output), Australia, Brazil, Botswana, the former Soviet Union and
Zaire, and on the continuance of the prevailing supply and marketing
arrangements for uncut diamonds.  Sustained interruption in the supply of uncut
diamonds from the producing countries could adversely affect Tiffany and the
retail jewelry industry as a whole.

         Finished jewelry is purchased from more than 100 manufacturers, most
of which have long-standing relationships with Tiffany.  Tiffany believes that
there are alternative sources for most jewelry items; however, due to the
craftsmanship involved in certain designs, Tiffany would have difficulty in
finding readily available alternatives in the short term.

         TIFFANY & CO. brand clocks and components for watches are manufactured
by third party suppliers.  Some watches are also assembled by third parties.

         Tiffany contracts with a single manufacturer to produce its silver
flatware patterns from Tiffany's proprietary dies by use of Tiffany's
traditional manufacturing techniques.  Likewise, engraved stationery is
purchased from a single manufacturer.  Loss of either manufacturer could result
in the unavailability of silver flatware or engraved stationery, as the case
may be, during the period necessary for Tiffany to arrange for new production.

         As Registrant's sales have grown, management has increasingly begun to
focus its attention on merchandise supply issues and has acquired additional
merchandise manufacturing capabilities. In Fiscal 1989, the Company completed
the acquisition of the assets and business and assumed certain liabilities of
Howard H. Sweet & Son, Inc., a manufacturer of gold and silver jewelry and
chains located in Attleboro, Massachusetts




- - - PAGE 13 -

<PAGE>   14
("Sweet").  Tiffany operates the Sweet business as a separate subsidiary under
the name and trademark HOWARD H. SWEET & SON.    In Fiscal 1990, Tiffany
acquired the assets and business of McTeigue & Co., a manufacturer of gold
jewelry located in Pleasantville, New York.  In Fiscal 1991 Tiffany completed
the acquisition of the business of the late Camille Le Tallec.  Located in
Paris, this workshop decorates hand-painted tableware.  Also in Fiscal 1991,
the Company established a watch assembly, engineering and testing operation in
Lussy-sur-Morges, Switzerland.  This operation affords Tiffany greater control
over, and flexibility with respect to, the watch procurement process, and
permits volume purchases of certain watch components, including watch
movements.  In Fiscal 1992, Tiffany acquired the assets and business of Judel
Glassware Co., Inc., which produces crystal glassware in Salem, West Virginia.
Manufacturing capacity at this facility will be increased to provide an
additional crystal production resource for the Company.  Registrant may seek
additional manufacturing capacity in certain key product categories, although
there are no current plans to do so.

                                  Competition

         Registrant is faced with substantial competition in all areas in which
it is active, in most cases from companies that provide competition for only a
portion of its diverse lines of merchandise.  Competitors and the intensity of
competition vary across product lines, geographic locations and channels of
distribution.  In the United States, TIFFANY & CO. retail stores must compete
with jewelers and other retailers whose international reputations for style,
integrity and expertise are well established.  Tiffany must also compete with
jewelers and other retailers who compete primarily on the basis of price.
However, while price promotion is common in the jewelry industry, Tiffany does
not compete through price promotion but rather on the basis of value -- the
quality or its products and designs -- and the service provided by its store
personnel.

         The international marketplace for TIFFANY & CO. products is
characterized by highly competitive conditions.  Although Registrant believes
that the name TIFFANY & CO. is known and respected internationally, and
although Tiffany did operate retail stores in London and Paris prior to World
War II, Tiffany did not have a retail presence in Europe in the post-war era
until 1986.  Accordingly, consumer awareness of Tiffany and its products is not
as strong in Europe as in the United States or in Japan, where Tiffany has
distributed its products for many years.  Registrant expects that its overseas
stores have and will continue to experience intense competition from
established retailers in international cities where TIFFANY & CO. stores are
and may eventually be located.

         In direct marketing, the TIFFANY & CO. reputation and diverse product
line are believed to be favorable competitive factors; nonetheless, highly
competitive conditions prevail.  A growing number of direct sellers compete for
access to the same mailing lists of known purchasers of luxury goods, and
mailing and production costs are increasing.  In marketing to businesses,
Tiffany faces numerous competitors who sell a wide variety of products.





                                                                     - PAGE 14 -

<PAGE>   15
                                   Employees

         As of January 31, 1994, the Registrant's subsidiary corporations
employed an aggregate of approximately 3,133 full-time and part-time persons.
Of those employees, 2,731 were employed in the United States.  Of Tiffany's
total employees, approximately 1,178 persons are salaried employees, 415 are
engaged in manufacturing and 1,188 are retail store personnel.  None of the
Company's employees is represented by a union.  Registrant believes that
relations with its employees are good.


I
TEM 2. PROPERTIES

         All of Tiffany's principal operating facilities are leased although
Registrant does own a small glass manufacturing facility in Salem, West
Virginia.

                                 New York Store

         Tiffany leases the land and building at 727 Fifth Avenue in New York
City for use as its main retail store and executive offices.  The building was
constructed in 1940.  Approximately 32,450 gross square feet of this 124,000
square foot building are devoted to retail selling purposes, with the balance
devoted to executive and administrative offices, jewelry production and
storage.  The building at 727 Fifth Avenue was designed to be a retail store
for Tiffany and Tiffany believes it is well configured and located for this
function.

         The initial lease term for the New York store building expires on
October 31, 1994 but may, subject to the terms of the lease, be renewed for
five successive terms of five years each.  Basic rent for the building is $5.96
million per annum.  That rate will remain effective until the expiration of the
initial lease term.  Tiffany has given notice of renewal for the first
five-year renewal term.  After October 31, 1994, when this renewal term
commences, the basic rent will be increased by the greater of (i) a
proportional increase in accordance with a consumer price index or (ii) the
fair rental value of the property as determined by an appraisal proceeding.
Tiffany has not yet been advised as to its landlord's position as to rent
during the renewal term.  Tiffany must also pay all costs of operating the
building, including real property taxes, in addition to the basic rent.


                              Distribution Center

         The Company's distribution facility in Parsippany, New Jersey is 16
years old and consists of approximately 135,000 square feet of space devoted to
warehousing, receipt and distribution of merchandise, order processing,
silversmithing and offices.  The initial term of the net lease covering this
facility expires on May 31, 1995 and may be renewed




- - - PAGE 15 -

<PAGE>   16
thereafter for two successive periods of five years each at a fair market
rental rate.  The current basic rental is approximately $7.06 per square foot
per annum.  In April, 1993 the Company entered into a lease for 51,000 square
feet of warehouse space in Pine Brook, New Jersey, a town adjacent to
Parsippany.  With the addition of this bulk storage and overflow capacity,
management believes that the Parsippany distribution facility will continue to
be adequate but not optimal for the most efficient distribution of the
Company's products.  Accordingly, management is developing plans to relocate
distribution and warehouse operations to a single facility by late 1996 or
early 1997, and to combine existing New Jersey office, manufacturing and
distribution support facilities into that same site.


                   Branch and Subsidiary Retail Store Leases

Set forth below is the expiration date for each of Tiffany's existing branch
and subsidiary retail store leases (and, where applicable, optional renewal
terms): Phipps Plaza Shopping Center, Atlanta, GA, July 31, 2000 (two five-year
terms); Two Rodeo Drive, Beverly Hills, CA, October 7, 2005 (two five-year
terms); Copley Place, Boston, MA, July 31, 2009 (two five-year terms); 715
North Michigan Avenue, Chicago, IL, September 30, 1997 (one 10-year term);
South Coast Plaza, Costa Mesa, CA, January 31, 2004 (one five-year term); The
Galleria, Dallas, TX, October 31, 1997 (one five-year term); Union Square, San
Francisco, CA, October 29, 2006 (one ten-year term); Galleria Post Oak Shopping
Center, Houston, TX, September 30, 2007 (one five-year term); 259 Worth Avenue,
Palm Beach, FL, May 31, 2007 (two five-year terms); The Bellevue, Philadelphia,
PA, November 16, 2005 (one five-year term); The Paladion, San Diego, CA, May
31, 2007; Fairfax Square, Vienna, VA, March 31, 2000 (two five-year terms); The
Somerset Collection, Troy, MI, September 30, 2007; Ala Moana Center, Honolulu,
HI, January 31, 2000; Bal Harbour Shops, Bal Harbour, FL, May 31, 2003; 20
Goethestrasse, Frankfurt, Germany, January 31, 2001 (one 10-year term); 25 Old
Bond Street, London, England, March 24, 2016; Residenzstrasse 11, Munich,
Germany, June 30, 1994 (one four-year term); The Landmark, Hong Kong, November
15, 1994; The Peninsula, Kowloon, Hong Kong, February 28, 1995; Raffles Hotel,
Singapore, September 16, 1994 (one three- year term); Regent Hotel, Taipei,
Taiwan, October 6, 1995 (two five-year terms); 85 Bloor Street, Toronto,
Canada, October 15, 2006 (one seven-year term); Bahnhofstrasse 14, Zurich,
Switzerland, September 30, 2000; and Ngee Ann City, Singapore, September 15,
1999 (one year renewal term).

         In addition to the leases shown above, Tiffany has entered into a
fifteen-year lease for a 10,000 square foot retail location at the Oakbrook
Center, Oakbrook, Illinois, a ten-year lease for an 8,400 square foot retail
location at The Mall at Short Hills, Short Hills, New Jersey, and a 5,400
square foot retail location at Chevy Chase Plaza, Chevy Chase, Maryland.  The
Oakbrook Center store is currently under construction and is expected to open
in September 1994.  Construction of The Mall at Short Hills location is
expected to begin in Spring 1995 and to be completed by September 1995.
Construction of the Chevy Chase, Maryland store is expected to commence no
later than December 1995 and to be completed within four months.





                                                                     - PAGE 16 -

<PAGE>   17
         Registrant also operates two FARAONE stores in Italy, one in Milan and
one in Florence.  The Milan store is located on Via de Montenapoleone.  The
present lease expires on March 31, 1999, but may, subject to certain conditions
imposed by Italian law, be renewed for an additional term of six years.  The
Florence store is located on Via Tornabuoni.  The present lease expires on June
30, 1997 and is renewable for an additional term of six years, subject to the
same conditions imposed by law upon the Milan lease.


ITEM 3. LEGAL AND ENVIRONMENTAL PROCEEDINGS

         Registrant and Tiffany are from time to time involved in routine
litigation incidental to the conduct of Tiffany's business, including
proceedings to protect its trademark rights, litigation instituted by persons
alleged to have been injured upon premises within Registrant's control and
litigation with present and former employees. Registrant believes that no
litigation currently pending to which it or Tiffany is a party or to which its
properties are subject will have a material adverse effect on its results of
operations or financial condition.


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

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended January 31, 1994.





- - - PAGE 17 -

<PAGE>   18
EXECUTIVE OFFICERS OF THE REGISTRANT

         The executive officers of Registrant are:


<TABLE>
<CAPTION>
NAME                          AGE       POSITION                                           YEAR JOINED TIFFANY
<S>                            <C>      <C>                                                      <C>
William R. Chaney              61       Chairman of the Board of Directors, President            1980
                                        and Chief Executive Officer

Michael J. Kowalski            42       Executive Vice President                                 1983

James E. Quinn                 42       Executive Vice President                                 1986



Jeanne B. Daniel               38       Senior Vice President - Merchandising                    1986



Patrick B. Dorsey              43       Senior Vice President - General Counsel and              1985
                                        Secretary


James N. Fernandez             38       Senior Vice President - Finance                          1983
                                        and Chief Financial Officer

Marsha S. Gewirtzman           43       Senior Vice President - Corporate                        1987

Fernanda K. Gilligan           47       Senior Vice President - Public Relations                 1984

John R. Loring                 54       Senior Vice President - Design Director                  1979


Diana Lyne                     40       Senior Vice President - Marketing                        1984

Thomas J. O'Neill              41       Senior Vice President - International -Far East          1985

Dale S. Strohl                 57       Senior Vice President - Operations                       1984


Larry M. Segall                39       Vice President, Treasurer and Controller                 1985
</TABLE>



William R. Chaney.  Mr. Chaney, Chairman, President and Chief Executive Officer
of Tiffany since August 1984, joined Tiffany in January 1980 as a member of its
Board.  Prior to 1984 he served as an executive officer of Avon Products Inc.
Mr. Chaney also serves on the board of directors of the Bank of New York.




                                                                     - PAGE 18 -

<PAGE>   19
Michael J. Kowalski.  Mr. Kowalski has held a variety of merchandising
management positions since joining Tiffany in 1983 as Director of Financial
Planning.  On March 19, 1992 he was appointed Executive Vice President with
overall responsibility in the following areas: merchandising, marketing,
advertising, public relations and product design.

James E. Quinn.  Mr. Quinn joined the Company in July 1986 as Vice President of
branch sales for the Company's corporate sales operations.  He was promoted to
his current position as Executive Vice President responsible for all United
States retail and corporate sales on March 19, 1992 and assumed responsibility
for all North American retail and corporate sales in 1994.

Jeanne B. Daniel.  Ms. Daniel has served in a variety of merchandising
management positions since joining the Company in 1986 as a merchandising
management associate.  She was appointed Senior Vice President with
responsibility for Merchandising Group I (jewelry) in October 1992.

Patrick B. Dorsey.  Mr. Dorsey joined the Company in July 1985 as General
Counsel and Secretary.

James N. Fernandez.  Mr. Fernandez joined Tiffany in October 1983 and has held
various positions in financial planning and management since that time.  He was
appointed to his current position in April 1989.

Marsha S. Gewirtzman.  Ms. Gewirtzman joined the Company in September 1987 in a
sales management capacity within the corporate sales division.  On March 19,
1992 she was appointed Senior Vice President with responsibility for corporate
sales.

Fernanda K. Gilligan.  Mrs. Gilligan joined Tiffany in October 1984 as Director
of Retail Marketing.  She assumed her current responsibilities in January 1990.

John R. Loring.  Mr. Loring has served as Design Director since joining Tiffany
in 1979.

Diana Lyne.  Ms. Lyne joined Tiffany in July 1984 as Director of Advertising.
She assumed her current responsibilities in January 1990.

Thomas J. O'Neill.  Dr. O'Neill joined Tiffany in February 1985 as a management
associate. He assumed responsibility for sale in the Pacific Rim in March 1992
and assumed responsibility for sales in the Mid-East in 1994.

Dale S. Strohl.  Mr. Strohl assumed his current responsibilities in September
1984.

Larry M. Segall.  Mr. Segall joined Tiffany in 1985 as Controller.  He was
appointed Treasurer-Controller on January 21, 1993.





- - - PAGE 19 -

<PAGE>   20

                                    PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Registrant's Common Stock is traded on the New York Stock Exchange.  In
consolidated trading, the high and low sales prices per share for shares of
such Common Stock for Fiscal 1992 were:


<TABLE>
<CAPTION>
Fiscal 1992                                       High                    Low
<S>                                              <C>                     <C>
First Fiscal Quarter                             $52.88                  $42.00
Second Fiscal Quarter                            $44.13                  $23.25
Third Fiscal Quarter                             $29.25                  $22.63
Fourth Fiscal Quarter                            $35.38                  $25.00
</TABLE>


In consolidated trading, the high and low sale prices per share for shares of
such Common Stock for Fiscal 1993 were:


<TABLE>
<CAPTION>
Fiscal 1993                                       High                    Low
<S>                                              <C>                     <C>
First Fiscal Quarter                             $32.63                  $24.13
Second Fiscal Quarter                            $33.50                  $26.38
Third Fiscal Quarter                             $33.25                  $26.25
Fourth Fiscal Quarter                            $38.00                  $29.13
</TABLE>


        On March 24, 1994, the high and low selling prices quoted on such
exchange were $33.625 and $33.250 respectively.  On March 24, 1994 there were
2,268 record holders of Registrant's Common Stock.

        It is Registrant's policy to pay a quarterly dividend of $.07 per share
of Common Stock, subject to declaration of such dividend by Registrant's Board
of Directors.  In Fiscal 1992, dividends of $.07 per share were paid on April
10, 1992, July 10, 1992, October 9, 1992 and January 8, 1992.  In Fiscal 1993,
dividends of $.07 per share were paid on April 9, 1993, July 9, 1993, October
8, 1993 and January 10, 1994.

        In calculating the aggregate market value of the voting stock held by
non-affiliates of the Registrant shown on the cover page of this Report on Form
10-K, 2,135,000 shares of Registrant's Common Stock beneficially owned by
Mitsukoshi Limited and by the executive officers and directors of the
Registrant (exclusive of shares which may be acquired on exercise of employee
stock options) were excluded, on the assumption that certain of those persons
could be considered "affiliates" under the provisions of Rule 405 promulgated
under the Securities Act of 1933.





                                                                     - PAGE 20 -

<PAGE>   21

ITEM 6. SELECTED FINANCIAL DATA

Incorporated by reference from Registrant's Annual Report to Stockholders for
the fiscal year ended January 31, 1994.


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

Incorporated by reference from Registrant's Annual Report to Stockholders for
the fiscal year ended January 31, 1994.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Incorporated by reference from Registrant's Annual Report to Stockholders for
the fiscal year ended January 31, 1994.



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

Incorporated by reference from Registrant's Proxy Statement dated April 7,
1994, pages 2-5 and 7.


ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference from Registrant's Proxy Statement dated April 7,
1994, pages 8-17.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated by reference from Registrant's Proxy Statement dated April 7,
1994, pages 5-7.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference from Registrant's Proxy Statement dated April 7,
1994, pages 13-14.  See also Part I, Item 1. Distribution and Marketing,
International Retail, above, for a discussion of Registrant's business
relationship with Mitsukoshi, Ltd., a holder of in excess of 10% of
Registrant's issued and outstanding Common Stock.





- - - PAGE 21 -

<PAGE>   22

                                    PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)     List of Documents Filed As Part of This Report:

1.  Financial Statements:

Data incorporated by reference from
the 1993 Annual Report to Shareholders
of Tiffany & Co. and Subsidiaries:


Report of Independent Accountants
(See page 31 of this Form 10-K)

Consolidated balance sheets
as of January 31, 1994 and 1993

Consolidated statements of operations
for the years ended January 31, 1994, 1993 and 1992

Consolidated statements of stockholders' equity
for the years ended January 31, 1994, 1993 and 1992

Consolidated statements of cash flows
for the years ended January 31, 1994, 1993 and 1992


Notes to consolidated financial statements

2.  Financial Statement Schedules:

             The following financial statement schedules should be read in
conjunction with the consolidated financial statements incorporated by
reference herein:

VIII.        Valuation and qualifying accounts and reserves.

IX.          Short-term borrowings.

X.           Supplementary income statement information.

All other schedules have been omitted since they are either not applicable or
not required, or because the information required is included in the
consolidated financial statements and notes thereto.





                                                                     - PAGE 22 -

<PAGE>   23
3.  Exhibits:


             The following exhibits have been filed with the Securities and
Exchange Commission but are not attached to copies of this Form 10-K other than
complete copies filed with said Commission and the New York Stock Exchange:


Exhibit      Description

 3.1         Restated Certificate of Incorporation of Registrant.  Incorporated
             by reference from Exhibit 3.1 to Registrant's Report on Form 8-K
             dated June 23, 1989.


 3.2         By-Laws of Registrant (as last amended April 19, 1993).

 4.1         Form of Rights Agreement Dated as of November 17, 1988 by and
             between Registrant and Manufacturers Hanover Trust Company, as
             Rights Agent.  Incorporated by reference from Exhibit 4.1 to
             Registrant's Report on Form 8-K dated November 18, 1988.

 4.2         Amendment to Rights Agreement dated as of September 21, 1989 by
             and between Registrant and Manufacturers Hanover Trust Company, as
             Rights Agent. Incorporated by reference from Exhibit 4.2 to
             Registrant's Report on Form 8-K dated September 28, 1989.

 4.3         Indenture dated as of March 15, 1991 between Registrant and
             Manufacturers Hanover Trust Company, as Trustee, in respect of
             Registrant's 6-3/8% Convertible Subordinated Debentures Due 2001.
             Incorporated by reference from Exhibit 4.3 to Registrant's Report
             on Form 10-K for the fiscal year ended January 31, 1992 and dated
             April 10, 1992.

10.5         Designer Agreement between Tiffany and Paloma Picasso dated April
             4, 1985.  Incorporated by reference from Exhibit 10.5 filed with
             Registrant's Registration Statement on Form S-1, Registration No.
             33-12818 (the "Registration Statement").

10.15        Lease between Tiffany and Creef Gem Corporation dated May 24, 1985
             for 801 Jefferson Road, Parsippany, N.J.  Incorporated by
             reference from Exhibit 10.15 to the Registration Statement.

10.16        Lease dated October 15, 1984 between Avon Export Corporation and
             Tiffany for 727 Fifth Avenue, New York, N.Y.  Incorporated by
             reference from Exhibit 10.16 to the Registration Statement.




- - - PAGE 23 -

<PAGE>   24
Exhibit      Description

10.53        Distribution and Manufacturing Services Agreement between Chanel,
             Inc. and Tiffany and Company dated as of January 1, 1993.  
             Incorporated by reference from Exhibit 10.53 filed with 
             Registrant's Report on Form 10-K for the fiscal year ended January
             31, 1993 and dated April 12, 1993.

10.54        Letter Agreement dated March 4, 1987 between Tiffany and Elsa
             Peretti.  Incorporated by reference from Exhibit 10.54 to the
             Registration Statement.

10.56        Purchase Agreement dated as of July 18, 1988, by and between
             Tiffany and Chanel, Inc.  Incorporated by reference from Exhibit
             28.2 to the Form S-8.

10.64        Distribution Agreement dated November 28, 1988 by and between
             Tiffany and Mitsukoshi (U.S.A.), Inc. in respect of Hawaii.
             Incorporated by reference from Exhibit 10.64 to Registrant's
             Report on Form 10-K for the fiscal year ended January 31, 1989 and
             dated April 21, 1989.

10.68        Form of credit agreement entered into with certain banks.
             Incorporated by reference from Exhibit 10.68 to Registrant's
             Report on Form 10-Q for the fiscal quarter ended July 31, 1989 and
             dated September 13, 1989.

10.69        Form of credit agreement entered into with certain banks.
             Incorporated by reference from Exhibit 10.69 to Registrant's
             Report on Form 10-Q for the fiscal quarter ended October 31, 1989
             and dated December 14, 1989.

10.82        Form of Amendment to Credit Agreement made as of April 1, 1990
             with certain banks.  The following banks have entered into an
             Amendment to Credit Agreement No. 2:  BBL Bank Brussels Lambert,
             New York Branch; CIBC, Inc.; Credit Suisse; The Fuji Bank,
             Limited, Fuji Bank (Schweiz) AG, and The Fuji Bank and Trust
             Company; Irving Trust Company; United Jersey Bank.  Incorporated
             by reference from Exhibit 10.82 to Registrant's Report on Form
             10-Q for the fiscal quarter ending April 30, 1990 and dated June
             13, 1990.

10.89        Subscription Agreement in respect of Registrant's 6-3/8%
             Convertible Subordinated Debentures due 2001, dated March 8, 1991
             among Lehman Brothers International Limited, Credit Suisse First
             Boston Limited, Goldman Sachs International Limited, Merrill Lynch
             International Limited, The Nikko Securities Co., (Europe) Ltd.,
             Paribas Limited, Robertson, Stephens & Company, UBS Phillips &
             Drew Securities Limited.  Incorporated by reference from Exhibit
             10.89 to Registrant's Report on Form 10-K for the fiscal year
             ended January 31, 1991.





                                                                     - PAGE 24 -

<PAGE>   25
Exhibit      Description

10.99        Form of Amendment to Credit Agreement made as of January 31, 1992
             with certain banks.  The following banks have entered into an
             Amendment to Credit Agreement No. 3: BBL Bank Brussels Lambert,
             New York Branch; Credit Suisse; The Fuji Bank, Limited, Fuji Bank
             (Schweiz) AG and The Fuji Bank and Trust Company; Bank of New
             York; United Jersey Bank.  Incorporated by reference from Exhibit
             10.99 to Registrant's Report on Form 10-K for the fiscal year
             ended January 31, 1992 and dated April 10, 1992.

10.101       Form of Note Purchase Agreement, including the form of 7.52%
             Senior Notes due 2003 issued thereunder at par by Registrant on
             January 31, 1993 for an aggregate principal amount of $51,500,000.
             Incorporated by reference from Exhibit 10.101 filed with
             Registrant's Report on Form 10-K for the fiscal year ended January
             31, 1993 and dated April 12, 1993.

10.102       Master Agreement (interest rate transfers "Swap Transactions")
             dated January 26, 1993 between Lehman Brothers Special Financing
             Inc. and Registrant, and confirmation of Swap Transaction dated
             February 1, 1993 for notional amount $50 million.  Incorporated by
             reference from Exhibit 10.102 filed with Registrant's Report on
             Form 10-K for the fiscal year ended January 31, 1993 and dated
             April 12, 1993.

10.110       Inventory Purchase Agreement by and between Tiffany, Tiffany-Japan
             (Delaware) Inc., and Mitsukoshi dated June 25, 1992.  Incorporated
             by reference from Exhibit 10.110 filed with Registrant's Report on
             Form 10-K for the fiscal year ended January 31, 1993 and dated
             April 12, 1993.

10.111       Agreement made June 12, 1993 by and between Tiffany-Japan
             (Delaware) Inc., Tiffany and Mitsukoshi Limited.  Incorporated by
             reference from Exhibit 10.111 filed with Registrant's Report on
             Form 8-K dated June 12, 1993.

10.112       Amendment No.1 To Distribution Agreement (Oahu, Hawaii) made with
             respect to Distribution Agreement made the 28th day of November
             1988 by and between Tiffany and Mitsukoshi (U.S.A.), Inc. (see
             Exhibit 10.64 above) entered into as of December 13, 1993 and
             Amendment No. 1 to License Agreement (Oahu, Hawaii) made with
             respect to the License made the 28th day of November 1988 by and
             between Tiffany and Mitsukoshi (U.S.A.), Inc. (see Exhibit 10.64
             above) entered into as of December 13, 1993.

11.1         Statement re Computation of Per Share Earnings.





- - - PAGE 25 -

<PAGE>   26
Exhibit      Description

13.1         Annual Report to Stockholders for Fiscal Year Ended January 31,
             1994 (pages 10 through 27 of such Annual Report have been filed in
             electronic format).

21.1         Subsidiaries of Registrant.

23.1         Consent of Coopers & Lybrand, independent accountants.

28.1         Form of Agreement in Respect of Tiffany & Co. Shares dated
             September 21, 1989 between Registrant and Mitsukoshi Limited.
             Incorporated by reference from Exhibit 28.1 to Registrant's Report
             on Form 8-K dated September 21, 1989.


                 Executive Compensation Plans and Arrangements

Exhibit      Description

10.2         Registrant's 1985 Stock Option Plan and forms of incentive stock
             option agreement and stock option agreement, as last amended on
             January 18, 1990.  Incorporated by reference from Exhibit 10.3 to
             Registrant's Report on Form 10-K for the fiscal year ended January
             31, 1990 and dated April 13, 1990.

10.3         Registrant's 1986 Stock Option Plan and form of stock option
             agreement, as last amended on March 19, 1992.  Incorporated by
             reference from Exhibit 10.3 to Registrant's Report on Form 10-Q
             for the fiscal quarter ended April 30, 1992 and dated June 11,
             1992.

10.25        Deferred Compensation Agreement between William R. Chaney and
             Tiffany and Company dated December 31, 1989.  Incorporated by
             reference from Exhibit 10.25 to Registrant's Report on Form 10-K
             for the fiscal year ended January 31, 1990 and dated April 13,
             1990.

10.49        Form of Indemnity Agreement, approved by Board of Directors of
             March 19, 1987.  Incorporated by reference from Exhibit 10.49 to
             the Registration Statement.

10.60        Registrant's 1988 Director Stock Option Plan and form of Stock
             Option agreement.  Incorporated by reference from Exhibit 10.60 to
             Registrant's Report on Form 10-K for the fiscal year ended January
             31, 1988 and dated April 18, 1988.

10.113       Tiffany and Company Pension Plan, as last amended February 16,
             1994.
          




                                                                     - PAGE 26 -

<PAGE>   27
Exhibit      Description

10.114       1994 Tiffany and Company Supplemental Retirement Income Plan.

10.105       Group Long Term Disability Insurance Policy issued by The Mutual
             Benefit Life Insurance Company.  Policy Number: G53,152.
             Incorporated by reference from Exhibit 10.105 filed with
             Registrant's Report on Form 10-K for the fiscal year ended January
             31, 1993 and dated April 12, 1993.

10.106       Tiffany and Company Executive Deferral Plan.  Incorporated by
             reference from Exhibit 10.106 filed with Registrant's Report on
             Form 10-K for the fiscal year ended January 31, 1993 and dated
             April 12, 1993.

10.115       1994 Form of Split Dollar Life Insurance Agreement entered into by
             Tiffany and Company and Executive Officers including form of
             Assignment of Life Insurance Policy as Collateral.

10.108       Tiffany & Co. Retirement Plan for Non-Employee Directors.
             Incorporated by reference from Exhibit 10.108 filed with
             Registrant's Report on Form 10-K for the fiscal year ended January
             31, 1993 and dated April 12, 1993.

10.109       Summary of informal incentive cash bonus plan for managerial
             employees.  Incorporated by reference from Exhibit 10.109 filed
             with Registrant's Report on Form 10-K for the fiscal year ended
             January 31, 1993 and dated April 12, 1993.

REGISTRANT WILL FURNISH COPIES OF ANY OF THE FOREGOING EXHIBITS TO ANY
REGISTERED HOLDER OF THE REGISTRANT'S COMMON STOCK UPON PAYMENT OF A FEE OF
$.15 PER PAGE FURNISHED, WHICH FEE REPRESENTS REGISTRANT'S EXPENSES IN
FURNISHING SUCH EXHIBIT.


(b)          Reports on Form 8-K.

             On December 28, 1993, Registrant filed a Report on Form 8-K
reporting that Registrant had announced its preliminary, unaudited sales
figures for the period November 1 to December 25, 1993.  The text of
Registrant's announcement was included in the Report.





- - - PAGE 27 -

<PAGE>   28
             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.


                                           TIFFANY & CO.
                                           (Registrant)



Date: April 7, 1994                   By:  /s/ William R. Chaney
                                           ------------------------------
                                           William R. Chaney 
                                           Chairman of the Board and President





                                                                     - PAGE 28 -

<PAGE>   29
             Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.


Date: April 7, 1994                   By:  /s/ William R. Chaney
                                           ------------------------------
                                           William R. Chaney 
                                           Chairman of the Board and President
                                           (principal executive officer)
                                           (director)

Date: April 7, 1994                   By:  /s/ James N. Fernandez
                                           ------------------------------
                                           James N. Fernandez 
                                           Senior Vice President-Finance
                                           (principal financial officer)

Date: April 7, 1994                   By:  /s/ Larry M. Segall
                                           ------------------------------
                                            Larry M. Segall 
                                            Vice President 
                                            (principal accounting officer)

Date: April 7, 1994                   By:  /s/ Jane A. Dudley 
                                           ------------------------------
                                           Jane A. Dudley 
                                           Director

Date: April 7, 1994                   By:  /s/ Samuel L. Hayes, III
                                           ------------------------------
                                           Samuel L. Hayes, III 
                                           Director

Date: April 7, 1994                   By:  /s/ Charles K. Marquis
                                           ------------------------------
                                           Charles K. Marquis 
                                           Director

Date: April 7, 1994                   By:  /s/ Yoshiaki Sakakura
                                           ------------------------------
                                           Yoshiaki Sakakura 
                                           Director

Date: April 7, 1994                   By:  /s/ William A. Shutzer
                                           ------------------------------
                                           William A. Shutzer 
                                           Director

Date: April 7, 1994                   By:  /s/ Geraldine Stutz
                                           ------------------------------
                                           Geraldine Stutz 
                                           Director





- - - PAGE 29 -

<PAGE>   30
(LETTERHEAD)



 
                     REPORT OF INDEPENDENT ACCOUNTANTS

                                    ----




The Shareholders and
 Board of Directors of
 Tiffany & Co.:



Our report on the consolidated financial statements of Tiffany & Co. and
Subsidiaries has been incorporated by reference in this Form 10-K from Page 27
of the 1993 Annual Report to Shareholders of Tiffany & Co. and Subsidiaries. 
In connection with our audits of such financial statements, we have also
audited the related financial statement schedules listed in Item 14(a) of this
Form 10-K.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information required to be
included therein.


                                        /s/ Coopers & Lybrand



New York, New York
March 7, 1994

<PAGE>   31
                         TIFFANY & CO. AND SUBSIDIARIES

         SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES



<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________
     Column A               Column B             Column C                 Column D          Column E                   
- - ------------------------------------------------------------------------------------------------------------------
                                                    Additions
                                           -----------------------------
                            Balance at     Charged to
                            beginning       costs and   Charged to                          Balance at end
     Description            of period       expenses   other accounts     Deductions           of period               
- - ------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>         <C>                <C>               <C>
Year Ended
 January 31, 1994:

Reserves deducted from
 assets:
Accounts receivable
 allowances principally
 doubtful accounts          $7,292,659     $3,119,873  $(3,000,000)(a)    $3,242,315(b)     $4,170,217


Allowance for inventory
 liquidation and
 obsolescence                3,527,704      3,833,000            -           298,828(c)      7,061,876


Allowance for inventory
 shrinkage                   2,150,000      2,573,852            -         2,688,494(d)      2,035,358


LIFO Reserve                 6,871,000      1,599,000            -                 -         8,470,000
</TABLE>






___________________

  (a)  Reclassified to the product return reserve in connection with the 
       Company's realignment of its business in Japan.
  (b)  Uncollectible accounts written off.
  (c)  Liquidation of inventory previously written down to market.
  (d)  Physical inventory losses.

<PAGE>   32
                         TIFFANY & CO. AND SUBSIDIARIES

         SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES



<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________
     Column A               Column B             Column C                 Column D          Column E                   
- - ------------------------------------------------------------------------------------------------------------------
                                                    Additions
                                           -----------------------------
                            Balance at     Charged to
                            beginning       costs and   Charged to                          Balance at end
     Description            of period       expenses   other accounts     Deductions           of period
- - ------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>         <C>                <C>               <C>
Year Ended
 January 31, 1993:

Reserves deducted from
 assets:
Accounts receivable
 allowances principally
 doubtful accounts          $4,459,864     $4,789,017  $         -        $1,956,222(a)     $7,292,659


Allowance for inventory
 liquidation and
 obsolescence                1,933,390      2,019,721            -           425,407(b)      3,527,704


Allowance for inventory
 shrinkage                   1,594,000      4,194,954            -         3,638,954(c)      2,150,000


LIFO Reserve                 6,521,000        350,000            -                 -         6,871,000
</TABLE>






___________________

  (a)  Uncollectible accounts written off.
  (b)  Liquidation of inventory previously written down to market.
  (c)  Physical inventory losses.

<PAGE>   33
                         TIFFANY & CO. AND SUBSIDIARIES

         SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES



<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________
     Column A               Column B             Column C                 Column D          Column E                   
- - ------------------------------------------------------------------------------------------------------------------
                                                    Additions
                                           -----------------------------
                            Balance at     Charged to
                            beginning       costs and   Charged to                          Balance at end
     Description            of period       expenses   other accounts     Deductions           of period
- - ------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>         <C>                <C>               <C>
Year Ended
 January 31, 1992:

Reserves deducted from
 assets:
Accounts receivable
 allowances principally
 doubtful accounts          $3,831,527     $2,117,261  $         -        $1,488,924(a)     $4,459,864


Allowance for inventory
 liquidation and
 obsolescence                        -      2,189,444            -           256,054(b)      1,933,390


Allowance for inventory
 shrinkage                     790,000      6,660,000            -         5,856,000(c)      1,594,000


LIFO Reserve                 5,550,000        971,000            -                 -         6,521,000
</TABLE>






___________________

  (a)  Uncollectible accounts written off.
  (b)  Liquidation of inventory previously written down to market.
  (c)  Physical inventory losses.

<PAGE>   34

                         TIFFANY & CO. AND SUBSIDIARIES

                      SCHEDULE IX - SHORT-TERM BORROWINGS






<TABLE>                                   
<CAPTION>                                 
- - --------------------------------------------------------------------------------------------------------------------
     Column A                  Column B        Column C        Column D          Column E             Column F      
- - --------------------------------------------------------------------------------------------------------------------
                                               Weighted
                                               average      Maximum amount    Average amount
                              Balance at       interest       outstanding      outstanding        Weighted average
 Category of appropriate        end of       rate at end      during the        during the         interest rate
  short-term borrowing          period        of period         period          period(a)       during the period(b)
- - --------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>        <C>                 <C>                    <C>
Year Ended                                
 January 31, 1992:                        
                                          
Notes payable to bank       $43,565,968          6.3%       $64,261,507         $39,840,494            6.4%
                                          
                                          
Year Ended                                
 January 31, 1993:                        
                                          
 Notes payable to bank       22,457,735          4.3         98,278,277          72,624,936            4.4
                                          
                                          
Year Ended                                
 January 31, 1994:                        
                                          
 Notes payable to bank       59,289,059          3.7         75,149,753          44,201,800            3.8
</TABLE>
                                  
                                          
____________________

  (a)  Average amount outstanding during the period is computed based on the
daily outstanding balance for the year.
  (b)  Average interest rate during the period is computed by dividing the
annualized interest on short-term borrowings by the average short-term debt
outstanding.

<PAGE>   35

                         TIFFANY & CO. AND SUBSIDIARIES

            SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION



<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------
                    Column A                                         Column B      
- - -----------------------------------------------------------------------------------
                                                                Charged to cost and
                      Item                                           expenses      
- - -----------------------------------------------------------------------------------
<S>                                                               <C>
Year Ended January 31, 1992:                                      
                                                                  
1.    Depreciation and amortization of intangible assets          $ 8,134,464
2.    Taxes, other than payroll and income taxes                    4,596,383
3.    Royalties                                                     7,412,517
4.    Advertising costs                                            19,212,295(a)
                                                                  
                                                                  
Year Ended January 31, 1993:                                      
                                                                  
1.    Depreciation and amortization of intangible assets           11,425,000
2.    Taxes, other than payroll and income taxes                    4,747,035
3.    Royalties                                                     6,583,238
4.    Advertising costs                                            19,372,517(a)
                                                                  
                                                                  
Year Ended January 31, 1994:                                      
                                                                  
1.    Depreciation and amortization of intangible assets           13,587,000
2.    Taxes, other than payroll and income taxes                    4,960,800
3.    Royalties                                                     6,980,904
4.    Advertising costs                                            18,147,000(a)
                                                                  
(a) Cooperative advertising expenses have been included in Advertising costs for
    all years presented.
</TABLE>


<PAGE>   36
                                 EXHIBIT INDEX
    SEE PAGES 23 THROUGH 27 FOR A COMPLETE LIST OF EXHIBITS FILED, INCLUDING
      EXHIBITS INCORPORATED BY REFERENCE FROM PREVIOUSLY FILED DOCUMENTS.



<TABLE>
<CAPTION>
EXHIBIT      DESCRIPTION                                                                             PAGE NO.
<S>          <C>
 3.2         By-Laws of Registrant (as last amended April 19, 1993) . . . . . . . . . . . . . . . . . . . . .   

10.112       Amendment No.1 To Distribution Agreement (Oahu, Hawaii) made with respect to Distribution Agreement 
             made the 28th day of November 1988 by and between Tiffany and Mitsukoshi (U.S.A.), Inc. (see Exhibit 
             10.64 above) entered into as of December 13, 1993 and Amendment No. 1 to License Agreement (Oahu, 
             Hawaii) made with respect to the License made the 28th day of November 1988 by and between Tiffany 
             and Mitsukoshi (U.S.A.), Inc. (see Exhibit 10.64 above) entered into as of December 13, 1993.. . 

10.113       Tiffany and Company Pension Plan, as last amended February 16, 1994. . . . . . . . . . . . . . .

10.114       1994 Tiffany and Company Supplemental Retirement Income Plan.  . . . . . . . . . . . . . . . . .

10.115       1994 Form of Split Dollar Life Insurance Agreement entered into by Tiffany and Company and Executive 
             Officers including form of Assignment of Life Insurance Policy as Collateral.. . . . . . . . . . 

11.1         Statement re Computation of Per Share Earnings.  . . . . . . . . . . . . . . . . . . . . . . . .

13.1         Annual Report to Stockholders for Fiscal Year Ended January 31, 1994 (pages 10 through 27 of such 
             Annual Report have been filed in electronic format). . . . . . . . . . . . . . . . . . . . . . .

21.1         Subsidiaries of Registrant.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23.1         Consent of Coopers & Lybrand, independent accountants. . . . . . . . . . . . . . . . . . . . . .
</TABLE>





NOTE:  ALL OTHER EXHIBITS HAVE BEEN INCORPORATED BY REFERENCE FROM EXHIBITS TO
DOCUMENTS PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  REFER
TO THE LIST OF EXHIBITS ON PAGES 23 THROUGH 27 FOR REGISTRATION, FILE AND
EXHIBIT NUMBERS.





                                                                     





<PAGE>   1

                                                                     EXHIBIT 3.2






































Tiffany & Co. Report on Form 10-K FY 1993

<PAGE>   2

                                RESTATED BY-LAWS
                        (AS LAST AMENDED APRIL 19, 1993)
                                      -OF-
                     TIFFANY & CO., A DELAWARE CORPORATION
                       (HEREIN CALLED THE "CORPORATION")
                                    -OO0OO-


                                   ARTICLE 1

                                  Stockholders


SECTION 1.01.  Annual Meeting.  The Board of Directors by resolution shall
designate the time, place and date (which shall be, in the case of the first
annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.

SECTION 1.02.  Notice of Meetings of Stockholders.  Whenever stockholders are
required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the
meeting is to be dispensed with in accordance with the provisions of Article
SIXTH of the Certificate of Incorporation of the Corporation) which shall state
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.  The written notice of
any meeting
 shall be given, personally or by mail, not less than ten nor more
than sixty days before the date of the meeting to each stockholder entitled to
vote at such meeting.  If mailed, such notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation.

When a meeting is adjourned to another time or place, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting.  If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.


<PAGE>   3
SECTION 1.03.  Quorum.  At all meetings of the stockholders, the holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business.

When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any stockholders.

The stockholders present may adjourn the meeting despite the absence of a
quorum and at any such adjourned meeting at which the requisite amount of
voting stock shall be represented, the Corporation may transact any business
which might have been transacted at the original meeting had a quorum been
there present.

SECTION 1.04.  Method of Voting.  The vote upon any question before the meeting
need not be by ballot.  All elections and all other questions shall be decided
by a plurality of the votes cast, at a meeting at which a quorum is present,
except as expressly provided otherwise by the General Corporation Law of the
State of Delaware or the Certificate of Incorporation.

SECTION 1.05.  Voting Rights of Stockholders and Proxies.  Each stockholder of
record entitled to vote in accordance with the laws of the State of Delaware,
the Certificate of Incorporation or these By-Laws, shall at every meeting of
the stockholders be entitled to one vote in person or by proxy for each share
of stock entitled to vote standing in his name on the books of the Corporation,
but no proxy shall be voted on after three years from its date, unless the
proxy provides for a longer period.

SECTION 1.06.  Ownership of its Own Stock.  Shares of its own capital stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Corporation, shall neither be entitled
to vote nor be counted for quorum purposes.  Nothing in this section shall be
construed as limiting the right of any corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.

SECTION 1.07.  Voting by Fiduciaries and Pledgors.   Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held.  Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the Corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
such stock and vote thereon.

If shares or other securities having voting power stand of record in the names
of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two or
more persons have the same





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 2

<PAGE>   4
fiduciary relationship respecting the same shares, unless the Secretary of the
Corporation is given written notice to the contrary and is furnished with a
copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect:

         (1)     If only one votes, his act binds all;

         (2)     If more than one votes, the act of the majority so voting
                 binds all;

          (3)    If more than one votes, but the vote is evenly split on any
                 particular matter, each faction may vote the securities in
                 question proportionally, or any person voting the shares, or a
                 beneficiary, if any, may apply to the Court of Chancery or
                 such other court as may have jurisdiction to appoint an
                 additional person to act with the persons so voting the
                 shares, which shall then be voted as determined by a majority
                 of such persons and the person appointed by the Court.  If the
                 instrument so filed shows that any such tenancy is held in
                 unequal interests, a majority or even-split for the purpose of
                 this subsection shall be a majority or even-split in interest.


SECTION 1.08.  Fixing Date for Determination of Stockholders of Record.  In
order to determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior
to any other action.  If no record date is fixed by the Board of Directors, the
record date shall be determined in accordance with the provisions of the
General Corporation Law of the State of Delaware.

SECTION 1.09.  List of Stockholders.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least  ten days prior to the meeting, either at a place within the
city where the meeting





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 3

<PAGE>   5
is to be held (which place shall be specified in the notice of the meeting) or,
if not so specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who may be present.
Upon the willful neglect or refusal of the directors to produce such a list at
any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting.

SECTION 1.10.  Stockholder's Right of Inspection.  Stockholders of record, in
person or by attorney or other agent, shall have the right, upon written demand
under oath stating the purpose thereof, during the usual hours for business to
inspect for any proper purpose the Corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom.  A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder.  In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder.  The demand under oath shall be directed to the Corporation at its
registered office in this State or at its principal place of business.

The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by Section 1.01 or the
books of the Corporation, or to vote in person or by proxy at any meeting of
the stockholders.

SECTION 1.11.  Conduct of Meetings.  Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting:  the Chairman of the Board of Directors, if any, the Vice
Chairman of the Board of Directors, if any, the President, a Vice President,
or, if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders.  The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but
if neither the Secretary nor an Assistant Secretary is present, the chairman of
the meeting shall appoint a secretary of the meeting.  In the conduct of a
meeting of the stockholders, all of the powers and authority vested in a
presiding officer by law or practice shall be vested in the chairman of the
meeting.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 4

<PAGE>   6
                                   ARTICLE II

                                   Directors


SECTION 2.01.  Management of Business.  The business of the Corporation shall
be managed by its Board of Directors.

The Board of Directors, in addition to the powers and authority expressly
conferred upon it herein, by statute, by the Certificate of Incorporation of
the Corporation or otherwise, is hereby empowered to exercise all such powers
as may be exercised by the Corporation, except as expressly provided otherwise
by the statutes of the State of Delaware, by the Certificate of Incorporation
of the Corporation or by these By-Laws.

Without prejudice to the generality of the foregoing, the Board of Directors,
by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities
of the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors.  The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices
at which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of any such
right or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such rights or
options.  In the absence of actual fraud in the transaction, the judgment of
the directors as to the consideration for the issuance of such rights or
options and the sufficiency thereof shall be conclusive.  In case the shares of
stock of the Corporation to be issued upon the exercise of such rights or
options shall be shares having a par value, the price or prices so to be
received therefor shall not be less than the par value thereof.  In case the
shares of stock to be issued shall be shares of stock without par value, the
consideration therefor shall be determined in the manner provided in Section
153 of the General Corporation Law of the State of Delaware.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 5

<PAGE>   7
SECTION 2.02.  Qualifications and Number of Directors.

Directors need not be stockholders.  The number of directors which shall
constitute the whole Board shall be seven (7), but such number as determined by
the Board of Directors may be increased or decreased and subsequently again
from time to time increased or decreased by an amendment to these By-Laws.  In
order to qualify for election or appointment directors shall be younger than 72
years when elected or appointed and a director may be removed by action of the
Board of Directors if such director shall have failed to submit his or her
resignation on or before the first meeting of the Board of Directors occurring
following the 72nd birthday of such director, provided that the Board of
Directors may in its discretion, by specific resolution taken without the
participation of the director in question, waive the provisions of this
sentence with respect to an individual director whose continued service is
deemed uniquely important to the Corporation.

SECTION 2.03.  Election and Term.  The directors shall be elected at the annual
meeting of the stockholders, and each director shall be elected to hold office
until his successor shall be elected and qualified, or until his earlier
resignation or removal.

SECTION 2.04.  Resignations.  Any director of the Corporation may resign at any
time by giving written notice to the Corporation.  Such resignation shall take
effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the Corporation;  and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 2.05.  Vacancies and Newly Created Directorships.  Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until their successors shall be elected and qualified,
or until their earlier resignation or removal.  When one or more directors
shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office as herein provided in the filling of other vacancies.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 6

<PAGE>   8
SECTION 2.06.  Quorum of Directors.  At all meetings of the Board of Directors,
a majority of the entire Board, but not less than two directors, shall
constitute a quorum for the transaction of business, except that when a board
of one director is authorized, then one director shall constitute a quorum.
The act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors except as provided in
Sections 2.05 and 2.12 hereof.

A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting of the directors to another time and place.  Notice of any
adjournment need not be given if such time and place are announced at the
meeting.

SECTION 2.07.   Annual Meeting.  The newly elected Board of Directors shall
meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.

SECTION 2.08.   Regular Meetings.  Regular meetings of the Board of Directors
may be held at such time and place, within or without the State of Delaware, as
shall from time to time be fixed by the Board and no notice thereof shall be
necessary.

SECTION 2.09.  Special Meetings.  Special meetings may be called at any time by
the President, any Vice-President, the Treasurer or the Secretary or by
resolution of the Board of Directors.  Special meetings shall be held at such
place, within or without the State of Delaware, as shall be fixed by the person
or persons calling the meeting and stated in the notice or waiver of notice of
the meeting.

Special meetings of the Board of Directors shall be held upon notice to the
directors or waiver thereof.

Unless waived, notice of each special meeting of the directors, stating the
time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than the second day prior to the
meeting, or by mailed letter deposited in the United States mail with postage
thereon prepaid not later than the seventh day prior to the meeting.  Notices
of special meetings of the Board of Directors and waivers thereof need not
state the purpose or purposes of the meeting.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 7

<PAGE>   9
SECTION 2.10.  Action Without a Meeting.  Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in a writing or writings and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

SECTION 2.11.  Compensation.  Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the
Board of Directors; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

SECTION 2.12.  Executive Committee.  The Board of Directors may, by resolution
or resolutions, passed by a majority of the whole Board, designate an Executive
Committee (and may discontinue the same at any time) to consist of one or more
of the directors of the Corporation.  The members shall be appointed by the
Board and shall hold office during the pleasure of the Board.  The Board may
designate one or more directors as alternate members of the Committee, who may
replace an absent or disqualified member at any meeting of the Committee.  The
Executive Committee shall have and may exercise all the powers of the Board of
Directors (when the Board is not in session) in the management of the business
and affairs of the Corporation (and may authorize the seal of the Corporation
to be affixed to all papers which may require it), except that the Executive
Committee shall have no power (a) to elect directors; (b) to alter, amend or
repeal these By-Laws or any resolution or resolutions of the directors
designating an Executive Committee; (c) to declare any dividend or make any
other distribution to the stockholders of the Corporation; or (d) to appoint
any member of the Executive Committee.  Regular meetings of the Executive
Committee may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Executive Committee and no
notice thereof shall be necessary.  Special meetings may be called at any time
by any officer of the Corporation or any member of the Executive Committee.
Special meetings shall be held at such place, within or without the State of
Delaware, as shall be fixed by the person calling the meeting and stated in the
notice or waiver of the meeting.  A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business and the act
of a majority present at which there is a quorum shall be the act of the
Executive Committee.  Notice of each special meeting of the Executive Committee
shall be given (or waived) in the same manner as notice of a directors'
meeting.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 8

<PAGE>   10
SECTION 2.13.  Other Committees.  The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation.  Any such
committee, to the extent provided in the resolution of the Board and subject to
any restrictions or limitations on the delegation of power and authority
imposed by applicable Delaware law, shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it.  Any such committee shall keep written minutes of
its meetings and report such minutes to the Board at the next regular meeting
of the Board.



                                  ARTICLE III

                                    Officers


SECTION 3.01.  Number.  The officers of the Corporation shall be chosen by the
Board of Directors.  The officers shall be a President, a Secretary and a
Treasurer, and such number of Vice-Presidents, Assistant Secretaries and
Assistant Treasurers, and such other officers, if any, as the Board may from
time to time determine.  The Board may choose such other agents as it shall
deem necessary.  Any number of offices may be held by the same person.

SECTION 3.02.  Terms of Office.  Each officer shall hold his office until his
successor is chosen and qualified or until his earlier resignation or removal.
Any officer may resign at any time by written notice to the Corporation.

SECTION 3.03.  Removal.  Any officer may be removed from office at any time by
the Board of Directors with or without cause.

SECTION 3.04.  Authority.  The Secretary shall record all of the proceedings of
the meetings of the stockholders and directors in a book to be kept for that
purpose, and shall have the authority, perform the duties and exercise the
powers in the management of the Corporation usually incident to the office held
by him, and/or such other authority, duties and powers as may be assigned to
him from time to time by the Board of Directors or the President.  The other
officers, and agents, if any, shall have the authority, perform the duties and
exercise the powers in management of the Corporation usually incident to the
offices held by them, respectively, and/or such other authority, duties and
powers as may be assigned to them from time to time by the Board of Directors
or (except in the case of the President) by the President.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 9

<PAGE>   11
SECTION 3.05.  Voting Securities Owned by the Corporation.  Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the President or any Vice-President and any such
officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which,
as the owner thereof, the Corporation might have exercised and possessed if
present.  The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.


                                   ARTICLE IV

                                 Capital Stock


Section 4.01.  Stock Certificates.  Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the
President or a Vice-President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an assistant Secretary, of the Corporation, certifying the
number of shares owned by him in the Corporation.  Where such certificate is
signed (1) by a transfer agent other than the Corporation or its employee, or
(2) by a registrar other than the Corporation or its employee, the signatures
of the officers of the Corporation may be facsimiles.  In case any officer who
has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of issue.

SECTION 4.02.  Transfers.  Stock of the Corporation shall be transferable in
the manner prescribed by the laws of the State of Delaware.

SECTION 4.03.  Registered Holders.  Prior to due presentment for registration
of transfer of any security of the Corporation in registered form, the
Corporation shall treat the registered owner as the person exclusively entitled
to vote, to receive notifications and to otherwise exercise all the rights and
powers of an owner, and shall not be bound to recognize any equitable or other
claim to, or interest in, any security, whether or not the Corporation shall
have notice thereof, except as otherwise provided by the laws of the State of
Delaware.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 10

<PAGE>   12
SECTION 4.04.  New Certificates.  The Corporation shall issue a new certificate
of stock in the place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, if the owner:  (1) so requests before the
Corporation as notice that the shares of stock represented by that certificate
have been acquired by a bona fide purchaser; (2) files with the Corporation a
bond sufficient (in the judgment of the directors) to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss or
theft of that certificate or the issuance of a new certificate; and (3)
satisfies any other requirements imposed by the directors that are reasonable
under the circumstances.  A new certificate may be issued without requiring any
bond when, in the judgment of the directors, it is proper so to do.


                                   ARTICLE V

                                 Miscellaneous


SECTION 5.01.  Offices.  The registered office of the Corporation in the State
of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.  The Corporation may also have offices at other
places within and/or without the State of Delaware.

SECTION 5.02.  Seal.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation and the words "Corporate Seal
Delaware."

SECTION 5.03.  Checks.  All checks or demands for money shall be signed by such
person or persons as the Board of Directors may from time to time determine.

SECTION 5.04.  Fiscal Year.  The fiscal year shall begin the first day of
February in each year and shall end on the thirty-first day of January of the
following year.

SECTION 5.05.  Waivers of Notice:  Dispensing with Notice.  Whenever any notice
whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation
of the Corporation, or of these By-Laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.  Neither the business to be
transacted at, nor the purose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

                 Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 11

<PAGE>   13
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

                 Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such
person or without giving or without applying for a license or permit to give
any such notice to any such person with whom communication is made unlawful as
aforesaid, shall have the same force and effect as if such notice had been
given as provided under the provisions of the General Corporation Law of the
State of Delaware, or under the provisions of the Certificate of Incorporation
of the Corporation or of these By-Laws.  In the event that the action taken by
the Corporation is such as to require the filing of a certificate under any of
the other sections of this title, the certificate shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled
to receive notice except such persons with whom communication is unlawful.

SECTION 5.06.  Loans to and Guarantees of Obligations of Employees and
Officers.  The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation.  The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including without limitation, a pledge of shares of
stock of the Corporation.  Nothing in this Section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation
at common law or under any other statute.

SECTION 5.04.  Amendment of By-Laws.  These By-Laws may be altered, amended or
repealed at any meeting of the Board of Directors.

SECTION 5.08.  Section Headings and Statutory References.  The headings of the
Articles and Sections of these By-Laws, and the references in brackets to
relevant sections of the General Corporation Law of the State of Delaware, have
been inserted for convenience of reference only and shall not be deemed to be a
part of these By-Laws.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 12

<PAGE>   14
                                   ARTICLE VI


SECTION 6.01.  Indemnification of Directors and Officers.  The Corporation
shall, to the fullest extent permitted by law, indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including without limitation an action by or in the right of
the Corporation) by reason of the fact that he is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

The right of indemnity provided herein shall not be exclusive and the
Corporation may provide indemnification to any person, by agreement or
otherwise, on such terms and conditions as the Board of Directors may approve.
Any agreement for indemnification of any director, officer, employee or other
person may provide indemnification rights which are broader or otherwise
different from those set forth herein.

No repeal or modification of this Article or of relevant provisions of the
Delaware General Corporation Law or any other applicable laws shall affect or
diminish in any way the rights of any person to indemnification under the
provisions hereof with respect to any action, suit, proceeding or investigation
arising out of, or relating to, any actions, transactions or facts occuring
prior to the final adoption of such repeal or modification.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 13

<PAGE>   15
SECTION 6.02.  Insurance.  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.





Tiffany & Co. (Delaware) Restated By-Laws 4/19/93
Page 14



<PAGE>   1
                                                                 EXHIBIT 10.112





Tiffany & Co. Report on Form 10-K FY 1993


<PAGE>   2
                   AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
                                 (OAHU, HAWAII)

  THIS AMENDMENT NO. 1 is made with respect to that certain DISTRIBUTION
AGREEMENT made the 28th day of November 1988 by and between Tiffany and Company
("Tiffany"), a corporation organized and existing under the laws of the State
of New York with its principal place of business at 727 Fifth Avenue, New York
City, N.Y. 10022 and Mitsukoshi (U.S.A.), Inc., a corporation organized under
the laws of the State of Hawaii, (the "Hawaii Distribution Agreement").  This
Amendment No. 1 is made by Tiffany and Mitsukoshi (U.S.A.), Inc., a corporation
organized and existing under the laws of the State of New York, with its
executive offices at 465 Park Avenue, New York City, N.Y., U.S.A., the
successor by merger to the Hawaiian corporation of the same name
("Distributor").

  TIFFANY AND DISTRIBUTOR HEREBY MUTUALLY AGREE TO AMEND THE HAWAII
DISTRIBUTION AGREEMENT AS FOLLOWS:

  A.  Section 1.8 of the Hawaii Distribution Agreement is hereby deleted in its
entirety and replaced with the following:

       Section 1.8   "Lease" means the lease of the premises at Moana Shop
       No. 4, in the Sheraton Moana Surfrider Hotel, Honolulu, Hawaii.

  B.  Section 1.9 of the Hawaii Distribution
 Agreement is hereby deleted in its
entirety and replaced with the following:

       Section 1.9   "Store" means the store to be operated by Distributor      
       under the terms of this Distribution Agreement and the License Agreement
       at the premises referred to in Section 1.8 above.

  C.  Section 1.14 of the Hawaii Distribution Agreement is hereby deleted in 
its entirety.

  D.  Section 2.1 of the Hawaii Distribution Agreement is hereby deleted in its
entirety and replaced with the following:

       Section 2.1  Appointment.  Tiffany hereby appoints Distributor a 
       distributor for Merchandise in the Territory.  By this appointment,
       Distributor is granted non-exclusive distribution rights in the
       Territory for Merchandise and may sell Merchandise at retail from the
       Store, but only from the Store. Subject to the provisions of Section 2.5
       below, Tiffany agrees that it will not (i) appoint or authorize,
       directly or indirectly,






<PAGE>   3
       another distributor of Exclusive Merchandise in the Territory (except
       that Tiffany may sell Exclusive Merchandise at the store operated by
       Tiffany at the Ala Moana Shopping Center) or (ii) operate or license
       others to operate a retail store under the tradename TIFFANY & CO. in
       the Territory (other than the store operated by Tiffany at the Ala Moana
       Shopping Center).

  E.  Subsection (2.5.4) of the Hawaii Distribution Agreement is hereby deleted
in its entirety and replaced with the following:

       (2.5.4)  The right to sell Merchandise (including Exclusive Merchandise) 
       from Tiffany's store in the Ala Moana Shopping Center and in "corporate
       transactions" in the Territory.  The term "corporate transactions"
       refers to transactions with business customers who purchase for purposes
       of business gift-giving, incentive or promotional purposes, but not for
       purposes of re-sale.

  F.  Section 2.6 of the Hawaii Distribution Agreement is deleted in its
entirety.

  G.  Section 3.1 of the Hawaii Distribution Agreement is hereby deleted in its
entirety and replaced with the following:

       Section 3.1   Price to Distributor.  The price charged for each item of
       Merchandise by Tiffany to Distributor shall be the lesser of the
       following: (i) the price stated in Tiffany's Wholesale Price List for    
       Hawaii in effect at the time a purchase order from Distributor is
       accepted; and (ii) the lowest wholesale price offered by Tiffany to an
       authorized distributor of such item of Merchandise in Hawaii.  Tiffany's
       current Wholesale Price List for Hawaii is attached as Schedule 3.1. 
       Tiffany shall determine its Wholesale Price List for Hawaii from time to
       time on the basis of Tiffany's suggested retail prices for Hawaii, which
       shall not, in any circumstance, be greater than the then-current retail
       price at Tiffany's Ala Moana store. The price shown in the Wholesale
       Price List for Hawaii shall be Tiffany's then-current suggested retail
       price for Hawaii, less, in the case of PERETTI silver jewelry and
       watches, a wholesale discount of fifty percent (50%) or, in the case of
       all other Merchandise, forty-five percent (45%).  All prices quoted
       assume delivery to Distributor's





                                      2

<PAGE>   4
   freight forwarder in New York City, New York.  For all purposes of this
   Section 3.1, the applicable price shall be determined as of the time of
   acceptance by Tiffany of a purchase order.  Notwithstanding anything to the
   contrary stated above in this Section 3.1, Tiffany reserves the right to
   quote individual wholesale prices for jewelry containing precious gems
   (including diamond solitaire rings) on an individual item basis and shall be
   under no obligation to establish list prices therefor or to include them on
   the Wholesale Price List for Hawaii.  At such time as Tiffany shall issue a
   new Wholesale Price List for Hawaii Tiffany shall furnish Distributor with a
   copy of such list and shall otherwise keep Distributor informed of any
   change in such price list.  Tiffany further agrees that it will provide
   Distributor with written notice of any change in the Wholesale Price List
   for Hawaii at least one (1) month prior to the effective date of such
   change.

  H.   Section 3.6 of the Hawaii Distribution Agreement is hereby deleted in
its entirety.

  I.   Section 4.7 of the Hawaii Distribution Agreement is hereby deleted in
its entirety and replaced with the following:

   Section 4.7  Inspection and Returns.  Distributor shall inspect Merchandise
   promptly and advise Tiffany in writing of any claims for shortages or
   defective Merchandise within thirty (30) days of actual receipt in Hawaii.
   Tiffany will accept returns of such Merchandise for credit or replacement,
   provided that Tiffany is advised in writing, as aforesaid, and allowed to
   provide Distributor with a return authorization number and return shipping
   instructions prior to return shipment.  Tiffany agrees to provide such
   authorization and instructions within ten (10) days of receipt of claim.
   Tiffany will bear the cost of returning defective Merchandise and the cost
   of shipping replacement Merchandise if the above procedures are followed.




                                  [continued]





                                      3

<PAGE>   5
  J.   Exhibit B referred to in Section 6.2 of the Hawaii Distribution
Agreement is hereby deleted in its entirety and replaced with the following:

                                   "EXHIBIT B

                         SCHEDULE OF INSURANCE COVERAGE

  TYPE                                              LIMIT

  Comprehensive General Liability                   $2,000,000

  Commercial Umbrella Liability                     $3,000,000

  Workers' Compensation                             Statutory Minimum
  Property All Risk (Coverage on
  leasehold improvements, furniture,
  fixtures and equipment and inventory)             $17,000,000

  Jewelers Block                                    $3,000,000

  Ocean/Air Cargo (per conveyance)                  $1,000,000"

  K. Section 7.1 of the Hawaii Distribution Agreement is hereby deleted in its
entirety and replaced with the following:

      Section 7.1  Term.  The term of the Agreement shall commence on 28       
      November 1988 and end on the 31st day of October 1997.

  L. Subsection (7.2.4) of the Hawaii Distribution Agreement is hereby deleted
in its entirety and replaced with the following:

      (7.2.4)  The insolvency of either party (for this purpose, "insolvency"   
      shall mean the inability of a party to satisfy its debts as they come
      due).

  M. Subsection (7.2.12) of the Hawaii Distribution Agreement is hereby deleted
in its entirety.



                                  [continued]





                                      4

<PAGE>   6
  N.  Section 8.1, as follows, is hereby inserted into Article VIII of the
Hawaii Distribution Agreement:

       Section 8.1  Advertising Materials.  Tiffany will produce all veloxes,
       film and other camera-ready art required for newspaper and magazine
       advertising to be conducted by Distributor with respect to the Store and
       supply such materials to Distributor at a price equal to Tiffany's cost
       of production.

  IN WITNESS WHEREOF, THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT NO. 1
WITH SCHEDULE 3.1 ATTACHED AS OF DECEMBER 13, 1993.

                                             MITSUKOSHI (U.S.A.), INC.
Attest:                                      ("Distributor")

/s/                                          /s/  Ichiro Murai
- - -------------------------                    -------------------------
President                                    By:  Ichiro Murai
                                             Title:  Executive Vice President


                                             TIFFANY AND COMPANY
Attest:                                      ("Tiffany")

/s/                                          /s/  Thomas J. O'Neill
- - -------------------------                    -------------------------
Secretary                                    By:  Thomas J. O'Neill
                                             Title:  Senior Vice President -
                                                  International - Far East

Attachment:  Schedule 3.1





                                      5

<PAGE>   7

                      AMENDMENT NO. 1 TO LICENSE AGREEMENT
                                 (OAHU, HAWAII)

         THIS AMENDMENT NO. 1 is made with respect to that certain LICENSE
AGREEMENT made the 28th day of November 1988 by and between Tiffany and Company
("Tiffany"), a corporation organized and existing under the laws of the State
of New York with its principal place of business at 727 Fifth Avenue, New York
City, N.Y. 10022 and Mitsukoshi (U.S.A.), Inc., a corporation organized under
the laws of the State of Hawaii, (the "Hawaii License Agreement").  This
Amendment No. 1 is made by Tiffany and Mitsukoshi (U.S.A.), Inc., a corporation
organized and existing under the laws of the State of New York, with its
executive offices at 465 Park Avenue, New York City, N.Y., U.S.A., the
successor by merger to the Hawaiian corporation of the same name
("Distributor").

         TIFFANY AND DISTRIBUTOR HEREBY MUTUALLY AGREE TO AMEND THE HAWAII
LICENSE AGREEMENT AS FOLLOWS:

         Section 2.1 of the Hawaii License Agreement is hereby deleted and the
following substituted in its place:

                 Section 2.1  Non-Exclusive License - Servicemark.  Tiffany
                 hereby grants to Distributor a non-exclusive, royalty-free
                 license to use and practice the Servicemark in the Territory
                 for the operation of the Store, including the right to do
                 business under the tradename or style TIFFANY & CO.  This
                 grant does not authorize Distributor to make use of the
                 Servicemark in the operation of a mail order or catalog
                 business.

         IN WITNESS WHEREOF, THE PARTIES HERETO HAVE ENTERED INTO THIS
AMENDMENT NO. 1 AS OF DECEMBER 13, 1993.

                                        MITSUKOSHI (U.S.A.), INC.
Attest:                                 ("Distributor")

/s/                                     /s/ Ichiro Murai 
- - --------------------------              -------------------------------
                                        By:     Ichiro Murai
                                        Title:  Executive Vice President



                                        TIFFANY AND COMPANY
Attest:                                 ("Tiffany")

/s/                                     /s/ Thomas J. O'Neill 
- - --------------------------              -------------------------------
                                        By:  Thomas J. O'Neill 
                                        Title:  Senior Vice President -
                                             International - Far East





11/09/93(3)



<PAGE>   1
                                                                 EXHIBIT 10.113





Tiffany & Co. Report on Form 10-K FY 1993


<PAGE>   2





                              TIFFANY AND COMPANY

                                  PENSION PLAN





                                                         As last amended 2/16/94

<PAGE>   3
                              TIFFANY AND COMPANY

                                  PENSION PLAN

                    ========================================

                            SECTION 1 - DEFINITIONS

                    ========================================

         The following words and phrases as used herein shall have the
following meanings unless a different meaning is plainly required by the
context:

(1)      "Plan"                   Tiffany and Company Pension Plan, as
                                  described herein or as from time to time
                                  hereafter amended or restated.

(2)      "Company"                Tiffany and Company or Tiffco Jewelry and
                                  Chain Crafts, Inc., provided, however, that,
                                  in the case of a person who is an Employee of
                                  Tiffany and Company on his Employment
                                  Commencement Date, the term "Company" as used
                                  herein with respect to such person shall
                                  refer to Tiffany and Company, and, in the
                                  case of a person who is an Employee of Tiffco
                                  Jewelry and Chain Crafts, Inc. on his
                                  Employment Commencement Date, the term
                                  "Company" as used herein with respect to such
                                  person shall refer to Tiffco Jewelry and
                                  Chain Crafts, Inc.

(3)      "Board of
         Directors"               Board of Directors of Tiffany and Company.

(4)      "Pre-ERISA
         Plan"                    Tiffany and Company Pension Plan and Trust as
                                  in effect through January 31, 1976,
                                  incorporating an informal pension plan
                                  maintained by the Company prior to February
                                  1, 1968.

(5)      "Affiliate"
              Any member of the controlled group of
                                  companies of which the Company is a member
                                  within the meaning of Section 414(b), (c) and
                                  (m) of the Code.

(6)      "Committee"              The Pension Committee as described in Section
                                  7.

<PAGE>   4
(7)      "Plan Year"              Each twelve (12) month period commencing
                                  February 1 and ending on or before January
                                  31, 1981, the eleven (11) month period ending
                                  December 31, 1981 and each calendar year
                                  thereafter.

(8)      "Employee"               Any person employed by the Company who
                                  receives regular stated compensation from the
                                  Company, but excluding employees (a) whose
                                  principal place of work is outside the United
                                  States and (b) who are paid their
                                  Compensation from a foreign bank or bank
                                  branch or who are eligible to receive
                                  retirement, severance or similar benefits
                                  under foreign law or as a result of foreign
                                  custom.  Notwithstanding any other provision
                                  of the Plan, in the case of an Employee who
                                  shall transfer from a foreign location to a
                                  U.S. location or vice versa, the Committee
                                  may, by regulation or otherwise and to the
                                  extent it considers advisable, treat service
                                  and/or compensation during the period of such
                                  transfer, including compensation from and
                                  service with an Affiliate, as service and/or
                                  compensation with the Company for the
                                  purposes of vesting and/or for determining
                                  the amount of pension or other benefits which
                                  may be payable under the Plan.

                                  Based on his stated work schedule an Employee
                                  shall be classified as a Regular Employee or
                                  a Part- time Employee.  A change in status
                                  between Part-time Employee and Regular
                                  Employee shall be deemed effective for
                                  purposes of Subsections (3) and (4) of
                                  Section 4 as of the first of the month
                                  coincident with or next following the date of
                                  such change or, in the case of an Employee
                                  who terminates employment and is reemployed
                                  in a different status prior to incurring a
                                  Break in Service, as of the intervening first
                                  day of a Plan Year or, if none, as of the
                                  first of the month coincident with or next
                                  following the date of termination.

                                  If a change in status between Part-time
                                  Employee and Regular Employee is deemed
                                  effective on other than the first day of





                                       2

<PAGE>   5
                                  a Plan Year and clause (ii) (A) of Subsection
                                  4(3) is applicable to the Employee, he shall
                                  not incur a Break in Service with respect to
                                  the Plan Year in which the change is deemed
                                  effective, and shall for purposes of
                                  determining Compensation, Average Final
                                  Compensation and Creditable Service be
                                  considered to have been a Regular Employee
                                  for the entirety of such Plan Year; if such a
                                  change in status is deemed effective on other
                                  than the first day of a Plan Year and clause
                                  (ii) (B) of Subsection 4(3) or Subsection
                                  4(4) is applicable to the Employee, he shall
                                  for purposes of determining Compensation,
                                  Average Final Compensation and Creditable
                                  Service be considered to have been a
                                  Part-time Employee for the entirety of the
                                  Plan Year in which the change is deemed
                                  effective.

(9)      "Participant"            Any person included as a Participant as
                                  provided in Section 2, except an Employee
                                  covered by a collective bargaining agreement
                                  which expressly excludes members of the
                                  collective bargaining unit from the Plan.

(10)     "Compensation"           (i) In the case of an Employee who is not
                                  paid on a piecework basis, the actual base
                                  salary paid to him for services rendered to
                                  the Company (exclusive of amounts
                                  attributable to the exercise of employee
                                  stock options), including straight time for
                                  all hours worked, commissions, bonuses,
                                  premiums and incentives; and (ii) in the case
                                  of an Employee who is paid on a piecework
                                  basis, the actual remuneration paid to him;
                                  and (iii) in the case of any Employee shown
                                  in the attached Appendix I, the reference to
                                  Company for purposes of this Subsection 1(10)
                                  only shall also refer to Affiliates of the
                                  Company prior to October 15, 1984.

(11)    "Average Final
         Compensation"            With respect to an Employee his average
                                  annual Compensation during those five years
                                  of his last ten years of Creditable Service
                                  in which his compensation was





                                       3

<PAGE>   6
                                  highest.  In the case of a Part-time
                                  Employee, "Average Final Compensation" shall
                                  mean the average, over those five of his last
                                  ten Plan Years in which he accrued Creditable
                                  Service and such sum was highest, of the sum
                                  of (i) the Compensation he would have earned
                                  in a Plan Year if he had worked full-time at
                                  his job for the average rate of pay actually
                                  paid to him during such Plan Year, and (ii)
                                  the total of any items of remuneration
                                  actually paid to him during such Plan Year
                                  which would constitute "Compensation" in the
                                  case of a Regular Employee only.

                                  If an Employee was considered a Part-time
                                  Employee during all or any part of his last
                                  ten Plan Years in which he accrued Creditable
                                  Service, and was also considered a Regular
                                  Employee during any part of his last ten
                                  years of Creditable Service, his "Average
                                  Final Compensation" shall be computed by
                                  averaging his high five years as determined
                                  by applying the appropriate rule of the
                                  preceding paragraph to the appropriate
                                  periods; provided, however, that no item of
                                  remuneration may enter into the determination
                                  of Average Final Compensation more than once.
                                  If an Employee has less than five years of
                                  Creditable Service or less than five Plan
                                  Years in which he accrued Creditable Service,
                                  as the case may be, has "Average Final
                                  Compensation" shall be computed over all such
                                  years.

                                  Except in respect of subdivision (b) of
                                  Subsection 5(1), "Average Final Compensation"
                                  shall reflect those five years of his last
                                  ten years of creditable service prior to July
                                  31, 1985 or December 31, 1984, as required by
                                  Section 5, in which his compensation was
                                  highest.  Compensation earned subsequent to
                                  July 31, 1985 or December 31, 1984, as
                                  required by Section 5, shall not be reflected
                                  in this calculation.





                                       4

<PAGE>   7
[SUBSECTION 1(11), ABOVE, IS EFFECTIVE FOR PLAN YEARS BEGINNING BEFORE JANUARY
1, 1995.  FOR SUBSECTION 1(11) EFFECTIVE FOR PLAN YEARS BEGINNING AFTER
DECEMBER 31, 1994, SEE BELOW.]

(11)    "Average Final
         Compensation"            With respect to an Employee his average
                                  annual Compensation during those five years
                                  of his last ten years of Creditable Service
                                  in which his compensation was highest.  If an
                                  Employee has less than five years of
                                  Creditable Service or less than five Plan
                                  Years in which he accrued Creditable Service,
                                  as the case may be, his "Average Final
                                  Compensation" shall be computed over all such
                                  years.

                                  Except in respect of subdivision (b) of
                                  Subsection 5(1), "Average Final Compensation"
                                  shall reflect those five years of his last
                                  ten years of creditable service prior to July
                                  31, 1985 or December 31, 1984, as required by
                                  Section 5, in which his compensation was
                                  highest.  Compensation earned subsequent to
                                  July 31, 1985 or December 31, 1984, as
                                  required by Section 5, shall not be reflected
                                  in this calculation.

[THE FOLLOWING RULE OF CONSTRUCTION WAS ADOPTED BY THE COMMITTEE ON FEBRUARY
16, 1994.]

         With respect to the change in the definition of Average Final
         Compensation under Subsection 1(11) of the Plan effective for Plan
         Years beginning after December 31, 1994, such change shall not apply
         to any Compensation earned prior to the effective date of such change.
         Accordingly, if Compensation for any Plan Year beginning prior to
         January 1, 1995 is taken into account in calculating Average Final
         Compensation or for any other purpose under the Plan, Compensation for
         such Plan Year shall be determined in accordance with the previous
         definition of Average Final Compensation.  In addition, the Accrued
         Benefit determined in accordance with the new definition of Average
         Final Compensation shall not be less than the Accrued Benefit
         determined as of December 31, 1994 under the previous definition.

(12)     "Creditable
         Service"                 The period including fractions of a year
                                  rounded up to the next whole month of an
                                  Employee's service which is counted as a
                                  period of service for vesting purposes





                                       5

<PAGE>   8
                                  under Section 4; provided, however, that in
                                  the case of an Employee who accrued
                                  Creditable Service hereunder both as a
                                  Part-time Employee and also as a Regular
                                  Employee, any Plan Year during which he
                                  completes at least 1,000 hours of service but
                                  less than the standard number of hours of
                                  service in the regularly scheduled work weeks
                                  for the location at which he is employed
                                  shall be counted as the corresponding
                                  fraction of a year of Creditable Service; and
                                  provided, further, that in the event of a
                                  change in status to which clause (ii)(B) of
                                  Subsection 4(3) applies, there shall be taken
                                  into account for purposes of the preceding
                                  clause, with respect to the Plan Year in
                                  which the change in status is effective,
                                  forty-five hours of service for each week or
                                  partial week of service performed subsequent
                                  to the change in status and before the end of
                                  such Plan Year.

                                  If an Employee becomes re-employed after
                                  February 1, 1976, and again becomes a
                                  Participant pursuant to Section 2, subject to
                                  Subsection 4(5), his service shall be
                                  credited as of his Reemployment Commencement
                                  Date.

                                  For an Employee shown in the attached
                                  Appendix I, any period during which the
                                  Employee was an employee of an Affiliate of
                                  the Company prior to October 15, 1984.

(13)     "Actuarial
         Equivalent"              A benefit of equivalent value, when computed
                                  on the basis of the factors shown in Appendix
                                  II.

(14)     "Social
         Security
         Benefit"                 The amount of the Participant's anticipated
                                  unreduced primary insurance benefit under
                                  Title II of the Federal Social Security Act.
                                  The benefit shall be computed on the basis of
                                  such Act in effect at the earlier of July 31,
                                  1985, or the time he last ceases to be a
                                  Participant, and shall consist of that annual
                                  amount to which he would upon





                                       6

<PAGE>   9
                                  proper application be entitled at the date of
                                  retirement or termination, or at age 65 if
                                  later, on the basis of his Compensation as
                                  determined under the Plan irrespective of
                                  earnings he may be receiving in excess of any
                                  limit on earnings for full entitlement to
                                  such benefit.

                                  When used in connection with the computation
                                  of any retirement allowance other than a
                                  retirement allowance payable to a Participant
                                  who terminates employment at or after age 65,
                                  it shall mean the said Social Security
                                  Benefit computed on the assumption that the
                                  Participant will continue to receive
                                  Compensation until age 65 for purposes of
                                  Social Security in the same amount as in
                                  effect on the date of his retirement or
                                  termination.  With respect to periods for
                                  which the Participant's actual compensation
                                  for Social Security purposes is not
                                  available, the Social Security Benefit shall
                                  be calculated on the assumption that the
                                  Participant had compensation for Social
                                  Security purposes after 1951, or age 22 if
                                  later and prior to his last date of hire or
                                  rehire which increased 6 percent each year to
                                  his Compensation on such date of hire or
                                  rehire.

                                  Each Participant shall have the right to have
                                  his Social Security Benefit computed on the
                                  basis of the Participant's actual salary
                                  history as of the earlier of July 31, 1985,
                                  or the time he last ceases to be a
                                  Participant, instead of estimated
                                  compensation.  Each Employee shall be
                                  provided with written notice of the
                                  Employee's right to supply actual salary
                                  history and of the financial consequences of
                                  failing to supply such history.  The notice
                                  must be given each time the summary plan
                                  description is provided to the Employee and
                                  must also be given upon separation from
                                  service.  The notice must state that the
                                  Employee can obtain the actual salary history
                                  from the Social Security Administration.  If
                                  the Participant supplies documentation of his





                                       7

<PAGE>   10
                                  or her actual salary history, the
                                  Participant's benefit will be adjusted to the
                                  offset based on actual salary history for
                                  years previously estimated before separation
                                  from service (assuming no post-separation or
                                  post-retirement compensation).  Such
                                  documentation must be supplied within a
                                  reasonable period following the later of the
                                  date of separation from service (by
                                  retirement or otherwise) or the time when the
                                  Participant is notified of the benefit to
                                  which he is entitled.

(15)     "Hour of
         Service"                 (1)      Any hour for which a Regular
                                  Employee or a Part-time Employee is directly
                                  or indirectly paid or entitled to payment by
                                  the Company for the performance of duties,
                                  which such hours shall be credited, in the
                                  case of a Part-time Employee, for the
                                  computation period or periods in which the
                                  duties are performed;

                                  (2)      Any hour for which a Part-time
                                  Employee is directly or indirectly paid or
                                  entitled to payment by the Company for
                                  reasons (such as vacation, sickness or
                                  disability) other than for the performance of
                                  duties, which such hours shall be credited to
                                  the Part-time Employee in accordance with
                                  Department of Labor Regulations section
                                  2530.200b-2; and

                                  (3)      Any hour for which back pay,
                                  irrespective of mitigation of damages, has
                                  been either awarded or agreed to by the
                                  Company in the case of a Part-time Employee,
                                  which such hours shall be credited to the
                                  Part-time Employee for the computation period
                                  or periods to which the award or agreement
                                  pertains.  Any Employee who is paid on a
                                  piecework basis shall be credited with ten
                                  Hours of Service for each day on which he
                                  would be entitled to credit for one Hour of
                                  Service under the foregoing definition.





                                       8

<PAGE>   11
(16)     "Employment
         Commencement
         Date"                    In the case of a Regular Employee, the date
                                  on which he first performs an Hour of
                                  Service.  In the case of a Part-time
                                  Employee, "Employment Commencement Date"
                                  shall mean the first day for which he is
                                  entitled to be credited with an Hour of
                                  Service under subdivision (1) of Subsection
                                  1(15) above.

(17)     "Discontinuance
         of Active
         Employment Date"         In the case of a Regular Employee, the
                                  earlier of (i) his retirement or other
                                  termination of employment with the Company,
                                  or (ii) the first anniversary of the first
                                  day of any continuing period of absence from
                                  service with the Company, with or without
                                  pay, which is neither (A) a leave of absence
                                  described in Subsection (1), (2) or (3) of
                                  Section 3, nor (B) the result of his
                                  retirement or termination.

(18)     "Break in
         Service"                 (1)      In the case of a Part-time Employee,
                                  a Plan Year in which he fails to complete an
                                  Hour of Service, other than a Plan Year
                                  during any part of which he is on a leave of
                                  absence described in Section 3.  In the case
                                  of a Regular Employee, a Break in Service
                                  shall occur when he fails to perform an Hour
                                  of Service within a one-year period beginning
                                  on any Discontinuance of Active Employment
                                  Date.

                                  (2)      In addition, and notwithstanding the
                                  rules described under subdivision (1) of
                                  Subsection 1(18) above, any individual who is
                                  absent from the service of the Company on
                                  account of pregnancy, birth of a child of
                                  such individual, or for purposes of caring
                                  for such a child during the period
                                  immediately following childbirth or placement
                                  for adoption shall be credited, for purposes
                                  of this Section, with the Hours of Service
                                  for which he would normally have received
                                  credit had he not been absent from the
                                  service of the Company for one of the reasons
                                  described above, up to a maximum





                                       9

<PAGE>   12
                                  of five hundred and one (501) Hours of
                                  Service, which hours shall be credited in
                                  accordance with Section 202(b)(5) of ERISA,
                                  as amended by the Retirement Equity Act of
                                  1984, and related regulations.

(19)     "Reemployment
         Commencement
         Date"                    In the case of a Regular Employee, the date
                                  on which he first performs an Hour of Service
                                  following a Break in Service.  In the case of
                                  a Part-time Employee, "Reemployment
                                  Commencement Date" shall mean the first day
                                  for which he is entitled to be credited with
                                  an Hour of Service under subdivision (1) of
                                  Subsection 1(15) following (i) a Break in
                                  Service which follows either (A) a Plan Year
                                  or other eligibility computation period
                                  described in Section 2 in which he is
                                  credited with at least an Hour of Service, or
                                  (B) a Plan Year during any part of which he
                                  is on a leave of absence described in Section
                                  3, or (ii) a Plan Year in which he is
                                  credited with no Hours of Service which
                                  follows a Reemployment Commencement Date
                                  established under clause (i).

(20)                              The masculine pronoun wherever used shall
                                  include the feminine.

(21)     "Code"                   Internal Revenue Code of 1954, as amended.

[SUBSECTION 1(21), ABOVE, IS EFFECTIVE FOR PLAN YEARS BEGINNING BEFORE JANUARY
1, 1989.  FOR SUBSECTION 1(21) EFFECTIVE FOR PLAN YEARS BEGINNING AFTER
DECEMBER 31, 1988, SEE BELOW.]

(21)     "Code"                   Internal Revenue Code of 1986, as amended.

(22)     "Taxable Wage
         Base"                    The maximum amount of Compensation with
                                  respect to any year which may be considered
                                  wages for such year under the Federal Social
                                  Security Act then in effect.

[SUBSECTION 1(22), ABOVE, IS EFFECTIVE FOR PLAN YEARS BEGINNING BEFORE JANUARY
1, 1989.  FOR SUBSECTION 1(22) EFFECTIVE FOR PLAN YEARS BEGINNING AFTER
DECEMBER 31, 1988, SEE BELOW.]





                                       10

<PAGE>   13
(22)     "Taxable Wage
         Base"                    The contribution and benefit base under
                                  section 230 of the Federal Social Security
                                  Act as in effect in the year in question.

[THE FOLLOWING SUBSECTION 1(23) IS EFFECTIVE FOR PLAN YEARS BEGINNING AFTER
DECEMBER 31, 1988.]

(23)     "Covered
         Compensation"            The average (without indexing) of the Taxable
                                  Wage Bases in effect for each calendar year
                                  during the 35-year period ending with the
                                  year in which the Participant attains (or
                                  will attain) social security retirement age,
                                  calculated as provided in Proposed Regulation
                                  Section 1.401(1)-1(b)(9) under the Code.

(24)     "Accrued Benefit"        The amount on a given date of the benefits
                                  provided under Subsection 5(1) of the Plan
                                  using Average Final Compensation, Covered
                                  Compensation and Creditable Service
                                  determined as of such date.  The Accrued
                                  Benefit may be expressed in a form which is
                                  the actuarial equivalent.





                                       11

<PAGE>   14
                           SECTION 2 - PARTICIPATION

                    ========================================

(1)      Any person who is a Participant as of December 31, 1981 shall remain a
Participant in the Plan on January 1, 1982.  After December 31, 1981, a Regular
Employee shall become a Participant on the first anniversary of his Employment
Commencement Date, provided that he is an Employee on such first anniversary.
A Part-time Employee shall become a Participant after December 31, 1981 on
January 1 or July 1 coincident with or next following the first anniversary of
his Employment Commencement Date, provided (i) that he is an Employee on such
January 1 or July 1, and (ii) that he completes 1,000 Hours of Service during
the one-year period commencing on his Employment Commencement Date.  If a
person would have become a Participant but for the fact that he was not an
Employee on the applicable entry date, he shall nevertheless become a
Participant immediately upon his again becoming an Employee, provided he again
becomes an Employee prior to incurring a Break in Service.

(2)      If a Part-time Employee does not complete 1,000 Hours of Service
during the one-year period commencing on his Employment Commencement Date, he
shall become a Participant immediately following the close of the first Plan
Year commencing after his Employment Commencement Date in which he does
complete 1,000 Hours of Service, other than a Plan Year in which he has a
Reemployment Commencement Date, in which case he shall become a Participant
immediately following the close of (i) the one-year period commencing on such
Reemployment Commencement Date or (ii) the first Plan Year commencing after
such Reemployment Commencement Date, in which he completes 1,000 Hours of
Service.

(3)      A Regular Employee who has become a Participant shall cease to be a
Participant on his Discontinuance of Active Employment Date, and a Part-time
Employee who has become a Participant shall cease to be a Participant on the
date he ceases to be an Employee or, if earlier, on the date on which he incurs
a Break in Service.  Such a former Participant, unless he ceased to be a
Participant as a result of incurring a Break in Service, shall immediately
again become a Participant if, prior to incurring a Break in Service, he either
(i) performs an Hour of Service as a Regular Employee, or (ii) is entitled to
be credited with an Hour of Service under subdivision (1) of Subsection 1(15)
as a Part-time Employee.

(4)      If an Employee who is vested ceases to be a Participant and has a
subsequent Reemployment Commencement Date on which he is a Regular Employee, he
shall again become a Participant as of his Reemployment Commencement Date if
(i) he is an Employee on the first anniversary of such date or, (ii) he is not
an Employee on such first anniversary but again becomes an Employee prior to
incurring a Break in Service which is subsequent to his





                                       12

<PAGE>   15
Reemployment Commencement Date.  If an Employee who is vested ceases to be a
Participant and has a subsequent Reemployment Commencement Date on which he is
a Part-time Employee, he shall again become a Participant as of his
Reemployment Commencement Date if he completes 1,000 Hours of Service during
the one-year period commencing on his Reemployment Commencement Date or, if he
does not, as of the first day of the first Plan Year commencing after his
Reemployment Commencement Date in which he completes 1,000 Hours of Service,
other than a Plan Year in which he has another Reemployment Commencement Date.

(5)      If any Employee who is not vested ceases to be a Participant and has a
subsequent Reemployment Commencement Date, he shall again become a Participant
in accordance with the appropriate rule of Subsection (4) for vested Employees,
provided that the number of consecutive one-year Breaks in Service did not
equal or exceed the greater of 5 or the aggregate number of years of service
before such Break in Service.  If his prior service does not satisfy the
applicable condition of the preceding sentence, his Reemployment Commencement
Date will be deemed his Employment Commencement Date for purposes of this
Section, and rules of Subsections (1) and (2) hereof will apply.

(6)      For purposes of this Section 2, in determining whether an Employee
shall become a Participant, service with any Affiliate of the Company shall be
taken into account, in accordance with the foregoing rules, as if such service
had been rendered to the Company and such service shall include service as a
leased employee within the meaning of Code Section 414(n) of the Company or an
Affiliate.

(7)      For purposes of this Section 2, William R. Chaney will not be
considered a Participant at any time under the provisions of this Plan.





                                       13

<PAGE>   16
                         SECTION 3 - LEAVES OF ABSENCE

                    ========================================

(1)      The Company may authorize an unpaid or paid leave of absence under its
standard personnel practices as applied in a uniform and non-discriminatory
manner to all Employees similarly situated, provided that the Employee must
return to service with the Company within the period of time specified in the
authorization.  [THE FOLLOWING PROVISION IS EFFECTIVE ONLY FOR PLAN YEARS
BEGINNING BEFORE JANUARY 1, 1990]  Except in the case of a leave for military
service, a leave of absence shall not be less than one month nor shall it
exceed four consecutive months.

(2)      Any Employee who shall be granted a leave of absence for service in
the armed forces of the United States or in emergency government service, or
pursuant to a leave granted by the Company, shall be deemed to be an Employee
during such leave and his Compensation in the last full calendar year of his
employment immediately preceding the beginning of such leave shall be deemed to
be his annual Compensation for the purposes of the Plan during such leave,
provided that such Employee returns to the employ of the Company within the
period provided by law for the protection of his reemployment rights following
his discharge or release from active duty in such armed forces.

(3)      The Committee may, under rules uniformly applicable to all Employees
similarly situated, include as service and compensation, respectively, for any
Participant retiring hereunder, any period or periods of service and the
compensation earned during such period or periods, not otherwise creditable or
recognized hereunder, rendered or earned in the employment of any Affiliate;
provided that the retirement allowance payable on account of such additional
period of service shall be reduced by any employer-provided retirement benefit
which is payable on account of the same period of service under any retirement
plan of such Affiliate.

(4)      Anything herein contained to the contrary notwithstanding, the
Committee may, under rules uniformly applicable to all Employees similarly
situated, include as service such other periods of excused absence from
employment as it deems appropriate and consistent with Plan objectives.

[THE FOLLOWING RULE WAS ADOPTED BY THE COMMITTEE ON MARCH 11, 1991 AND IS
EFFECTIVE AS OF APRIL 1, 1990.]

         Except as otherwise specifically provided in this Section 3, where the
         Company authorizes a paid leave of absence which does not require the
         Employee to return to service with the Company, such Employee shall be
         deemed to be an Employee during such leave for all purposes under the
         Plan.





                                       14

<PAGE>   17
                              SECTION 4 - VESTING

                    ========================================

(1)      A person shall be vested if the period of his service equals or
exceeds ten years computed in accordance with the rules set forth in this
section or when he attains normal retirement age as specified in subdivision
(a) of Subsection 5(2) hereof.

[SUBSECTION 4(1), ABOVE, IS EFFECTIVE FOR PLAN YEARS BEGINNING BEFORE JANUARY
1, 1989.  FOR PLAN YEARS BEGINNING AFTER DECEMBER 31, 1988, THE FOLLOWING
SUBSECTION 4(1) IS EFFECTIVE.]

(1)      A person shall be vested if the period of his service equals or
exceeds five years computed in accordance with the rules set forth in this
section or when he attains normal retirement age as specified in subdivision
(a) of Subsection 5(2) hereof.

(2)      There shall be counted as periods of service for vesting purposes the
sum of the following periods:

         (a)     any period prior to February 1, 1976 during which a person was
an Employee, unless such period would have been disregarded in computing
service under the rules of the Plan regarding Breaks in Service then
applicable, but including any period which was disregarded solely because of
the Participant's age;

         (b)     with respect to a Part-time Employee, each Plan Year beginning
on or after February 1, 1976 during which such Employee completes 1,000 Hours
of Service;

         (c)     with respect to a Regular Employee, each period of his
employment with the Employer, beginning on both (i) the later of February 1,
1976 or his Employment Commencement Date and (ii) any Reemployment Commencement
Date after February 1, 1976, and ending on his Discontinuance of Active
Employment Date next following;

         (d)     with respect to a Regular Employee, the period between any
Discontinuance of Active Employment Date and the date on which he next performs
an Hour of Service if such date is within one year of such Discontinuance of
Active Employment Date; provided, however, that if a Regular Employee's
employment is terminated during any absence from service which would not
otherwise result in a Discontinuance of Active Employment Date until the first
anniversary of the first day thereof, vesting service shall include the period
from his discontinuance of Active Employment Date to the date on which he next
performs such an Hour of Service only if he next performs such an Hour of
Service within one year of the first day of such absence.





                                       15

<PAGE>   18
         (e)     with respect to an Employee shown in the attached Appendix I,
the period during which the Employee was an employee of an Affiliate of the
Company prior to October 15, 1984.

         Notwithstanding the foregoing, in no event shall the number of years
of service credited to an Employee under the Plan as in effect on January 1,
1982 be less than the number of such years credited to him under the Plan as in
effect on December 31, 1981.

(3)      For purposes of Subsection (2) above, if a person's status is changed
from Part-time Employee to Regular Employee, he shall receive credit, as of the
date such change in status is effective, for a period of service consisting of
(i) service credited to him under Subsection (2)(a) and (b) for Plan Years
prior to the Plan Year in which the change in status is effective, and (ii) the
greater of (A) the period beginning on the first day of the Plan Year in which
the change in status is effective (or, if later, the first day he was an
Employee during such Plan Year) and ending on the date such change in status is
effective, or (B) the service which would be taken into account for such period
under Subsection (2)(b) on the basis of Hours of Service completed to the date
of change.  If clause (ii)(A) of the preceding sentence applies, the Employee
shall receive credit for service subsequent to the change in status commencing
on the first day thereafter on which he is an Employee; if clause (ii)(B) of
such sentence applies, he shall only receive credit for service subsequent to
the change in status commencing on the day after the last day of the Plan Year
in which the change in status is effective.

(4)      For purposes of Subsection (2) above, if a person's status is changed
from Regular Employee to Part-time Employee, he shall receive credit, as of the
date such change in status is effective, for (i) a number of years of service
equal to the number of 1- year periods of service credited to him under
Subsections (2)(a), (c) and (d) as of the date the change in status is
effective, and (ii) forty-five Hours of Service for each week or partial week
of any fractional part of a year credited to him under such Subsections (2)(a),
(c) and (d) as of the date the change in status is effective, such hours to be
credited to him for purposes of Subsection 2(b) in the Plan Year in which the
change is effective.

(5)      Notwithstanding anything to the contrary above, if a former
Participant again becomes a Participant after incurring a Break in Service,
service credited for vesting purposes prior to the date his participation
ceased shall be disregarded if (A) his service for vesting purposes on such
date is less than ten years and (B) if the number of his consecutive one-year
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of
years of service before such Breaks in Service.  However, for purposes of this
Subsection (5), there shall be no forfeiture of vesting service prior to the
date participation ceased if he remains a Participant at all times during those
four consecutive Plan Years





                                       16

<PAGE>   19
next following the Plan year in which he again becomes a Participant.

[SUBSECTION 4(5), ABOVE, IS EFFECTIVE FOR PLAN YEARS BEGINNING BEFORE JANUARY
1, 1989.  FOR SUBSECTION 4(5) EFFECTIVE FOR PLAN YEARS BEGINNING AFTER DECEMBER
31, 1988, SEE BELOW.]

(5)      Notwithstanding anything to the contrary above, if a former
Participant again becomes a Participant after incurring a Break in Service,
service credited for vesting purposes prior to the date his participation
ceased shall be disregarded if (A) his service for vesting purposes on such
date is less than five years and (B) if the number of his consecutive one-year
Breaks in Service equals or exceeds 5.  However, for purposes of this
Subsection (5), there shall be no forfeiture of vesting service prior to the
date participation ceased if he remains a Participant at all times during those
four consecutive Plan Years next following the Plan year in which he again
becomes a Participant.

[THE FOLLOWING RESOLUTION WAS ADOPTED BY THE COMMITTEE ON MARCH 11, 1991 AND IS
EFFECTIVE AS OF SUCH DATE.]

         RESOLVED, that, in the opinion of the Pension Committee, the purpose
         and intent of Section 4(5) of the Pension Plan is to recognize credit
         for prior service both for vesting purposes and for the purposes of
         calculating Creditable Service under Section 1(12) of the Plan,
         consistent with past practice and construction.

(6)      Solely for the purposes of calculating vesting service under this
Section 4 and not for the purpose of calculating Creditable Service under
Subsection 1(12) hereof (except to the extent provided in Section 3 hereof),
service with any Affiliate of the Company shall be taken into account as if the
term "Company" in the foregoing rules included such Affiliate and service as a
leased employee within the meaning of Section 414(n) on the Company or an
Affiliate shall also be taken into account, provided that no period of service
shall be taken into account hereunder more than once.





                                       17

<PAGE>   20
                              SECTION 5 - BENEFITS

                    ========================================

(1)      (a)     Subject to Subsection 5(3), any person who, subsequent to
December 31, 1984, ceases to be a Participant after he is vested and whose
Month of Retirement occurs prior to December 1, 1988, shall be entitled to an
annual retirement allowance, payable in monthly installments commencing at the
end of the calendar month immediately following his Month of Retirement and
continuing to and including the earlier of the December 1988 monthly payment or
the last monthly payment in the month of his death, equal to the annual
retirement allowance computed in subdivision (c) of this Subsection, plus, for
each year or fraction of a year of Creditable Service beginning January 1,
1985, the sum of 1-1/2 percent of Compensation not in excess of the Taxable
Wage Base and 2 percent of Compensation in excess of the Taxable Wage Base.
For this subdivision (a) of Subsection 5(1) only, Compensation earned after
January 1, 1985, for any Participant who works less than a full Plan Year, will
equal the Compensation he would have earned if he had worked the full Plan
Year.  In addition, a Participant's "Month of Retirement" for the purposes of
this Subsection 5(1) only is the month in which he attains the normal
retirement age specified in subdivision (a) of Subsection 5(2) or, if later, in
which he ceases to be a Participant.

         (b)     Subject to Subsection 5(3), any person who, subsequent to
December 31, 1984, ceases to be a Participant after he is vested shall be
entitled to an annual retirement allowance, payable in monthly installments
commencing at the end of the later of January 1989 or the calendar month
immediately following his Month of Retirement, and continuing to and including
the last monthly payment in the month of his death, equal to 1 percent of the
Participant's Average Final Compensation not in excess of Covered Compensation
multiplied by the number of his years, including fractions thereof, of
Creditable Service, plus 1-1/2 percent of his Average Final Compensation in
excess of Covered Compensation multiplied by the number of his years, including
fractions thereof, of Creditable Service.  For this subdivision (b) of
Subsection 5(1) only, Compensation earned after January 1, 1985, for any
Participant or former Participant who works less than a full Plan Year, will
equal the Compensation he would have earned if he had worked the full Plan
Year.

         (c)     The annual retirement allowance accrued as of December 31,
1984, shall be equal to the excess of (i) 1-3/4 percent of the Participant's
Average Final Compensation (determined as of December 31, 1984) multiplied by
the number of his years of Creditable Service (determined as of December 31,
1984) up to ten plus 1-1/2 percent of the Participant's Average Final
Compensation (determined as of December 31, 1984) multiplied by his remaining
years of Creditable Service (determined as of December 31, 1984) over (ii)





                                       18

<PAGE>   21
1-1/4 percent of the Participant's Social Security Benefit (determined as if
the Participant had terminated as of December 31, 1984) multiplied by the
number of his years of Creditable Service (determined as of December 31, 1984)
completed by him subsequent to the end of the calendar month in which he
attained age 25 (for purposes of this clause (ii) of this Subsection 5(1)(b),
prorating Creditable Service accrued for the Plan Year in which he attained age
25 if he was then considered a Part-time Employee), up to a maximum of 50
years.

         (d)     In no event shall the annual retirement allowance computed in
subdivisions (a), (b) and (c) of this Subsection (5)(1) be less than the annual
retirement allowance computed as the excess of (i) 1-3/4 percent of the
Participant's Average Final Compensation (determined as of July 31, 1985)
multiplied by the number of his years of Creditable Service (determined as of
July 31, 1985) up to ten plus 1-1/2 percent of the Participant's Average Final
Compensation (determined as of July 31, 1985), multiplied by his remaining
years of Creditable Service (determined as of July 31, 1985) over (ii) 1-1/4
percent of the Participant's Social Security Benefit (determined as if the
Participant had terminated as of July 31, 1985) multiplied by the number of his
years of Creditable Service (determined as of July 31, 1985) completed by him
subsequent to the end of the calendar month in which he attained age 25 (for
purposes of this clause (ii) of this Subsection 5(1)(c), prorating Creditable
Service accrued for the Plan Year in which he attained age 25 if he was then
considered a Part-time Employee), up to a maximum of 50 years.

         (e)     In no event shall the annual retirement allowance computed in
subdivisions (a), (b) and (c), and subject to a minimum benefit as computed in
subdivision (d) of this Subsection (5)(1) be less than $100 multiplied by the
number of his years of Creditable Service.  In addition, no Participant's
Accrued Benefit shall be less than what such Participant had accrued as of the
last day of the last Plan Year beginning before January 1, 1989.

[SUBSECTION 5(1), ABOVE, IS EFFECTIVE FOR PLAN YEARS BEGINNING AFTER DECEMBER
31, 1988.  FOR SUBSECTION 5(1) EFFECTIVE FOR PLAN YEARS BEGINNING BEFORE
JANUARY 1, 1989, SEE BELOW.]

(1)      (a)     Subject to Subsection 5(3), effective January 1, 1985, any
person who ceases to be a Participant after he is vested shall be entitled to
an annual retirement allowance, payable in monthly installments commencing at
the end of the calendar month immediately following the month in which he
attains the normal retirement age specified in subdivision (a) of Subsection 5
(2) or, if later, in which he ceases to be a Participant, and continuing to the
last monthly payment in the month of his death, equal to the annual retirement
allowance computed in subdivision (b) of this Subsection, plus, for each year
or fraction of a year of Creditable Service beginning January 1, 1985, the sum
of 1-1/2 percent of





                                       19

<PAGE>   22
Compensation not in excess of the Taxable Wage Base and 2 percent of
Compensation in excess of the Taxable Wage Base.  For this subdivision (a) of
Subsection 5(1) only, Compensation earned after January 1, 1985, for any
Participant who works less than a full Plan Year, will equal the Compensation
he would have earned if he had worked the full Plan Year.

         (b)     The annual retirement allowance accrued as of December 31,
1984, shall be equal to excess of (i) 1-3/4 percent of the Participant's
Average Final Compensation (determined as of December 31, 1984) multiplied by
the number of his years of Creditable Service (determined as of December 31,
1984) up to ten plus 1-1/2 percent of the Participant's Average Final
Compensation (determined as of December 31, 1984) multiplied by his remaining
years of Creditable Service (determined as of December 31, 1984) over (ii)
1-1/4 percent of the Participant's Social Security Benefit (determined as if
the Participant had terminated as of December 31, 1984)  multiplied by the
number of his years of Creditable Service (determined as of December 31, 1984)
completed by him subsequent to the end of the calendar month in which he
attained age 25 (for purposes of this clause (ii) of this Subsection 5(1)(b),
prorating Creditable Service accrued for the Plan Year in which he attained age
25 if he was then considered a Permanent Part-time Employee), up to a maximum
of 50 years.

         (c)     In no event shall the annual retirement allowance computed in
subdivisions (a) and (b) of this Subsection (5)(1) be less than the annual
retirement allowance computed  as the excess of (i) 1-3/4 percent of the
Participant's Average Final Compensation (determined as of July 31, 1985)
multiplied by the number of his years of Creditable Service (determined as of
July 31, 1985) up to ten plus 1-1/2 percent of the Participant's Average Final
Compensation (determined as of July 31, 1985), multiplied by his remaining
years of Creditable Service (determined as of July 31, 1985) over (ii) 1-1/4
percent of the Participant's Social Security Benefit (determined as if the
Participant had terminated as of July 31, 1985) multiplied by the number of his
years of Creditable Service (determined as of July 31, 1985) completed by him
subsequent to the end of the calendar month in which he attained age 25 (for
purposes of this clause (ii) of this Subsection 5(1)(c), prorating Creditable
Service accrued for the Plan Year in which he attained age 25 if he was then
considered a Permanent Part-time Employee), up to a maximum of 50 years.

         (d)     In no event shall the annual retirement allowance computed in
subdivisions (a) and (b), and subject to a minimum benefit as computed in
subdivision (c) of this Subsection (5)(1) be less than $100 multiplied by the
number of his years of Creditable Service.





                                       20

<PAGE>   23
(2)      (a)     Normal Retirement - A Participant who has reached the later of
his 65th birthday or the tenth anniversary of his date of hire (normal
retirement age hereunder) may retire on a retirement allowance computed in
accordance with Subsection 5(1); except that any Participant shall, at his
election, be continued in service after age 65.  At normal retirement age, all
benefits payable under the Plan shall be nonforfeitable.

[SUBDIVISION (A) OF SUBSECTION 5(2), ABOVE, IS EFFECTIVE FOR PLAN YEARS
BEGINNING BEFORE JANUARY 1, 1988.  FOR SUBDIVISION (A) OF SUBSECTION 5(2)
EFFECTIVE FOR PLAN YEARS BEGINNING AFTER DECEMBER 31, 1987, SEE BELOW.]

(2)      (a)     Normal Retirement - A Participant who has reached the later of
(i) his 65th birthday or (ii) the 5th anniversary of his date of hire (normal
retirement age hereunder) may retire on a retirement allowance computed in
accordance with Subsection 5(1); except that any Participant shall, at his
election, be continued in service after age 65.  At normal retirement age, all
benefits payable under the Plan shall be nonforfeitable.

         (b)     Early Retirement - Any Participant who has attained age 60 and
has rendered 15 or more years of Creditable Service shall be retired by the
Committee on a retirement allowance on the first day of the calendar month next
following receipt by the Committee of a written application therefor by the
Participant.  At the Participant's election, he shall receive a retirement
allowance commencing on his retirement which shall be equal to the retirement
allowance computed in accordance with 5(1) he would otherwise receive upon
attaining age 65, reduced by 1/12th of 5 percent for each month by which the
date of his retirement allowance would otherwise have commenced under
Subsection 5(1).

         At the time of retirement pursuant to this subsection (b) on a
retirement allowance commencing on his retirement, the Participant may elect to
convert the retirement allowance otherwise payable to him into an Actuarial
Equivalent of such amount so that, with his Social Security Benefit which, for
this purpose, shall be assumed to commence as of either his sixty-second or
sixty- fifth birthday, as the Participant elects, the Participant will receive,
so far as possible, the same amount each year before and after he commences to
receive such Social Security Benefit.

         (c)     Vested Retirement - Payments to any person who ceases to be a
Participant on or after February 1, 1976, and is entitled to a retirement
allowance pursuant to Subsection 5(1) and to whom subdivisions (a) and (b) of
Subsection 5(2) do not apply shall commence on the last day of the calendar
month next following the later of (i) the occurrence of his 65th birthday or
(ii) receipt by the Committee of a written application therefor; provided that
if the proper amount of such payment cannot for any reason be ascertained by
such date, a payment retroactive to such date shall





                                       21

<PAGE>   24
be made within sixty days of the earliest date on which it can be ascertained.
Such a person may, by written notice to the Committee, elect to have his
retirement allowance commence at any time after he has attained age 60 and
completed 15 years of Creditable Service and after receipt by the Committee of
his application for benefits; provided, however, that payment of such allowance
prior to the attainment of age 65 shall be in a reduced amount and shall be the
Actuarial Equivalent as of the date payments commence of the retirement
allowance computed in accordance with Subsection 5(1) which he would otherwise
receive after attaining age 65.  [THE FOLLOWING THREE SENTENCES ARE EFFECTIVE
ONLY FOR PLAN YEARS BEGINNING BEFORE JANUARY 1, 1994.]   All former
Participants who do not waive pre-retirement survivor coverage as prescribed
under Subsection 5(4)(b) or who elect to have pre- retirement survivor coverage
will have their Accrued Benefits reduced to reflect the death benefit
protection prior to the commencement of benefits.  The reduction will be .006
per year for ages 55-64; .002 per year for ages 45-54; .001 per year for ages
35-44; and .0005 per year for ages less than 35.  There shall be a charge for
each year elapsed from the date participation ceased until the date of
retirement.

(3)      Optional Benefits in Lieu of Regular Benefits. (a) Prior to
commencement of the payment of a retirement allowance to a Participant, he
shall be given a written explanation of the benefits and the options under
subdivision (b) hereof pursuant to which he may provide a benefit for his
spouse in the event of his death after his retirement.  Unless an optional form
of benefit is selected pursuant to an election meeting the same requirements as
prescribed in Section 5(3)(c), or with respect to former Participants in
Section 5(4)(f), within the ninety (90) day period ending on the date benefit
payments would commence, a married Participant shall be deemed to have elected
to convert his retirement allowance into an Actuarial Equivalent in the form of
an annuity for his life with a survivor annuity for the life of his spouse
equal to one-half of the amount of the annuity payable during their joint
lives.

         (b)     Any Participant may, by written notice made in accordance with
the same requirements for former Participants as prescribed in Section 5(4)(f)
and filed with the Committee prior to the date of the commencement of his
retirement allowance, elect to convert his retirement allowance into the
Actuarial Equivalent thereof paying a proportionately reduced retirement
allowance during his life, with the provision that after his death an allowance
of 50%, 66-2/3%,75% or 100% of the rate of his reduced allowance, at his
designation, shall continue during the life of, and shall be paid to, the
beneficiary designated by him at the time of electing the option.  The election
of an optional benefit may be revoked or changed by the Participant at any time
prior to the benefit commencement date; provided, however, that if the
Participant or the beneficiary designated under the option dies prior to the
date





                                       22

<PAGE>   25
the election of the option becomes effective, the option shall thereby be
automatically revoked; and provided, further, that if the designated
beneficiary is other than the Participant's spouse, the present value of the
payments to be made to such Participant shall be more than 50 percent of the
present value of the total payments to be made to the Participant and his
beneficiaries.  A Participant's designation of a beneficiary other than the
Participant's spouse shall not be effective unless (i) the Participant and his
spouse have waived the spouse's allowance defined in Subsection 5(4)(d) and the
spouse has waived his or her right to be the Participant's beneficiary, (ii)
the Participant has no spouse, or (iii) the spouse cannot be located.

         (c)     Effective on or after August 23, 1984, in the event that a
married Participant elects to receive his Plan benefit in a form other than an
annuity for his life with a survivor annuity for the life of his spouse, such
election shall not take effect unless written consent of the spouse to such
election, witnessed by a notary public or a member of the Committee, is on file
with the Committee.  Such consent shall be irrevocable as to any specific
waiver or designation of any beneficiary.  (The requirement of spousal consent
may be waived by the Committee under certain limited circumstances in
accordance with Section 417(a)(2) of the Internal Revenue code of 1954, as
amended, and related regulations.)  A spousal consent filed with the Committee
shall be applicable only with respect to the spouse who has signed such form.

(4)      Survivorship Benefits. (a) Upon (i) the death of a Participant who has
become vested in his Accrued Benefit, as provided in Section 4 of the Plan,
(ii) the death of a Participant who has attained normal retirement age as
specified in Subdivision (a) of Subsection 5(2), or (iii) the death of a former
Participant who had attained age 60 and rendered 15 or more years of Creditable
Service prior to the date he ceased to be a Participant (but who was not
receiving at the time of his death any retirement allowance), there shall be
payable to the Participant's or former Participant's  spouse, if any, a
spouse's allowance defined in Subsection 5(4)(d) below.

         (b)     Unless an optional form of benefit is selected within the
election period pursuant to a qualified election, upon the death of a former
Participant who had become vested in his Accrued Benefit, as provided in
Section 4 of the Plan, there shall be payable to the former Participant's
spouse, if any, a spouse's allowance as prescribed in Subsection 5(4)(e) below.

         (c)     The spouse's allowance shall commence as the first day of the
calendar month following the month in which the Participant or former
Participant died or would have been age 60, whichever is the later, except that
the Committee may, under rules uniformly applicable to all Participants and
former Participants similarly





                                       23

<PAGE>   26
situated, direct payment commencing on the first day of any earlier calendar
month after the Participant's or former Participant's death.

         (d)     If the Committee does not direct early commencement of
payment, the spouse's allowance shall be the greater of (i) an allowance for
the life of the spouse, payable monthly, which is equal to 20 percent of the
Participant's or former Participant's annual rate of compensation at the time
of his death or earlier termination of employment, or (ii) an allowance equal
to the allowance the spouse would have received if the Participant or former
Participant had retired or terminated his service on the date of his death and
elected to receive, based on his Average Final Compensation, years of
Creditable Service and age at such date, the maximum retirement allowance
payable to him under Subsections 5(1) and 5(2), commencing at the earliest
possible date and continuing after his death in the same monthly amount during
the life of his spouse.  If the Committee does direct early commencement of
payment, the spouse's allowance shall be a monthly allowance for the life of
the spouse which is the Actuarial Equivalent of the allowance the spouse would
otherwise have received pursuant to the preceding sentences.  Notwithstanding
the foregoing, in no event shall the spouse's allowance be less than the amount
the spouse would have received under the terms of the Plan as in effect on
December 31, 1984, had the Participant died on that date.

         (e)     If the Committee does not direct early commencement of
payment, and unless an optional form of benefit is selected within the election
periods pursuant to a qualified election, the former Participant's spouse
allowance shall equal the allowance the spouse would have received if the
former Participant had retired or terminated his service on the date of his
death and elected to receive, based on his Average Final Compensation, years of
Creditable Service at the date of termination of service  with the Company, a
retirement allowance payable to him under Subsection 5(1) and 5(2), commencing
at the earliest possible date and continuing after his death in a amount equal
to 50% of the amount that would have been payable to the Participant during his
life.  Furthermore, the allowance for a former Participant's spouse shall be
reduced to reflect the cost for providing the survivor coverage.  The reduction
will be .006 per year for ages 55-64; .002 per year for ages 45-54; .001 per
year for ages 35-44; and .0005 per year for ages less than 35.  There shall be
a charge for each year elapsed from the date participation ceased until the
date of death.  [THE PREVIOUS THREE SENTENCES ARE EFFECTIVE ONLY FOR PLAN YEARS
BEGINNING BEFORE JANUARY 1, 1994.]  If the Committee does not direct early
commencement of payment, the spouse's allowance shall be a monthly allowance
for the life of the spouse which is the Actuarial Equivalent of the allowance
the spouse would otherwise receive pursuant to the preceding sentences.
Notwithstanding the foregoing, in no event shall the spouse's allowance be less
than





                                       24

<PAGE>   27
the amount the spouse would have received under the terms of the plan as in
effect on December 31, 1984 had the former Participant died on that date.

         (f)     (i)      Definitions.  Election Period for Former Participants
- - - The election period shall begin on the date that participation ceases.

                 Qualified Election for Former Participants - A waiver of the
preretirement survivor annuity as described in Subsection 5(4)(e).  The waiver
must be in writing and must be consented to by the Participant's spouse.  The
spouse's consent to a waiver must be witnessed by a plan representative or
notary public.  Notwithstanding this consent requirement, if the Participant
establishes to the satisfaction of a plan representative that such written
consent may not be obtained because there is no spouse or the spouse cannot be
located, a waiver will be deemed a qualified election.  Any consent necessary
under this provision will be valid only with respect to the spouse who signs
the consent, or in the event of a deemed qualified election, the designated
spouse.  Additionally, a revocation of a prior waiver may be made by a
Participant without the consent of the spouse at any time before the
commencement of benefits.  The number of revocations shall not be limited.

(f)      (ii)    Notice Requirements.  In the case of a qualified preretirement
survivor annuity as described in Subsection 5(4)(e), the plan administrator
shall provide each former Participant a written explanation of:  (i) the terms
and conditions of a qualified preretirement survivor annuity; (ii) the former
Participant's right to make and the effect of an election to waive the
qualified preretirement survivor annuity form of benefit; (iii) the rights of a
former Participant's spouse; and (iv) the right to make, and the effect of, a
revocation of a previous election to waive the qualified preretirement survivor
annuity.  The Plan administrator shall provide such notice within the period
beginning with the first day of the Plan Year in which the Participant attains
age 32 and ending with the close of the Plan Year preceding the Plan Year in
which the Participant attains age 35.  If the Participant enters the Plan after
the first day of the Plan Year in which the Participant attained age 32, the
Plan administrator shall provide such notice no later than the close of the
second Plan Year following the entry of the Participant into the Plan.

(5)      Restoration to Participation.  Anything herein contained to the
contrary notwithstanding, if a former Participant who has received or is
receiving benefits under this Section 5 again becomes an Employee, (i) any
benefits he is receiving shall cease upon his reemployment if he is reemployed
as a Regular Employee, or upon his satisfying the participation requirements of
Section 2 if he is reemployed as a Part-time Employee, provided that benefits
will not be suspended in any calendar month unless the Employee has





                                       25

<PAGE>   28
completed at least 40 hours of service with the company in service recognized
under Section 203(a)(3)(B) of ERISA or received payment for any such hours of
service performed on each of 8 or more days in such month, (ii) he shall then
again become a Participant, and (iii) the Creditable Service which he had when
he last ceased to be an Employee shall be restored to him.  On his subsequent
retirement the benefit payable shall be based on his Compensation and
Creditable Service before and after the period of prior retirement, reduced by
an amount which is the Actuarial Equivalent of the benefits he received prior
to his restoration to participation; provided, however, that such benefit shall
not be less than the benefit he was receiving during his prior retirement.  If
benefit payments have been suspended, payments shall resume no later than the
first day of the third calendar month after the calendar month in which the
Employee ceases to be employed in ERISA Section 203(a)(3)(B) service.  No
payment shall be withheld by the Plan pursuant to this section unless the Plan
notifies the Employee by personal delivery or first class mail during the first
calendar month or payroll period in which the Plan withholds payments that his
benefits are suspended.  Such notifications shall contain a description of the
specific reasons why benefit payments are being suspended, a description of the
Plan provision relating to the suspension of payments, a copy of such
provisions, and a statement to the effect that applicable Department of Labor
regulations may be found in Section 2530.203-3 of the Code of Federal
Regulations.  In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits.  Requests for
such reviews may be considered in accordance with the claims procedure adopted
by the Plan pursuant to Section 503 of ERISA and applicable regulations.

(6)      Termination of Benefit Payments.  Payment of benefits under this
Section 5 to a former Participant, his spouse or other beneficiary shall cease
with the monthly payment for the month in which such former Participant, spouse
or beneficiary dies.

(7)      Disabled Participants.  Anything herein contained to the contrary
notwithstanding, any Participant while in receipt of payments under the
Company's Short Term Illness Plan, Extended Illness Plan, Short Term Disability
Plan or Long Term Disability Plan (collectively, the "Program"), shall be
treated as a Participant and shall continue to accrue Creditable Service until
he dies, retires, or becomes ineligible for further payments under such
Program, and his Compensation in the last full year of his employment shall be
deemed to be his annual Compensation for purposes of the Plan during such
period.  In the event such a Participant dies, retires or becomes ineligible
for further payments under such Program and is not restored to active service,
any retirement allowance payable on his account under the Plan shall be made on
the basis of his age, Average Final Compensation and Creditable Service at the
time he died, retired or became ineligible.





                                       26

<PAGE>   29
(8)      Maximum Trust Benefits.  (a)      Basic Limitation - Subject to the
adjustments provided under Subsection (8)(b) of this Section, and in accordance
with Section 415(b) of the Code, the maximum annual benefit payable to a
Participant in a form described in this Section, commencing on or after the
Participant's sixty-second (62nd) birthday and prior to his sixty-fifth (65th)
birthday under this Plan and any other defined benefit plan maintained by the
Company for any Plan year shall, in no event, exceed the lesser of:  (1)
$90,000 (as adjusted in accordance with Code Section 415(b)(2)(B) and
regulations issued thereunder), or (2) one hundred percent (100%) of the
Participant's average total Compensation for the three consecutive Plan Years
during which he was a Participant and had the greatest aggregate total
compensation from the Company.

         (b)     Adjustments in the Limitation - (1) The maximum annual
retirement allowance permitted under Subsection (8)(a) to any Participant who
has completed less than ten (10) Years of Service with the Company shall be the
amount determined under Subsection (8)(a), multiplied by a fraction, the
numerator of which is the number of the Participant's Years of Service
(including fractions of a year) and the denominator of which is ten (10).  (2)
The maximum annual retirement allowance permitted under Subsection (8)(a)(1)
above shall be adjusted annually (or when allowable) for increases in the cost
of living, in accordance with regulations issued by the Secretary of the
Treasury pursuant to the provisions of Section 415(d) of the Code, as amended.
Each adjustment (when allowable) shall be limited to the scheduled annual
increase determined by the commissioner of the Internal Revenue Service.  Such
cost of living adjustment (when allowable) shall be effective not earlier than
January 1 of the year in which it is made.  (3) The maximum annual retirement
allowance payable under Subsection (8)(a)(1) to any Participant who attains an
early retirement age as specified in Section 5(2)(b) that occurs prior to his
attainment of age sixty-two (62) shall be the Actuarial Equivalent of such
maximum benefit under Subsection (8)(a)(1) commencing at age sixty-two (62) but
based on the greater of the rate specified in Section 1(13) or a five percent
(5.0%) interest rate, but not less than $75,000.  (4) The maximum annual
retirement allowance payable under Subsection (8)(a)(1) to any Participant
whose actual retirement occurs after he attains the normal retirement age
specified in Section 5(2)(a) shall be the Actuarial Equivalent of such maximum
benefit under Subsection (8)(a)(1), commencing at his Normal Retirement Date
but based on the lesser of the rate specified in Section 1(13) or a five
percent (5.0%) interest rate.

         (c)     Limitation for Multiple Plans - In any case in which an
Employee is a participant in both a tax-qualified defined benefit plan and a
tax-qualified defined contribution plan maintained by the Company, the sum of
the defined benefit plan fraction and the defined contribution plan fraction
for any Plan Year shall not exceed 1.0.  In the event such sum would otherwise
exceed 1.0, the





                                       27

<PAGE>   30
benefit projected under the defined benefit plan will be reduced as necessary
so that such sum shall equal 1.0.

         (1)     The defined benefit plan fraction for any Plan Year is a
         fraction:  (a) the numerator of which is the projected annual benefit
         of the Participant under the Plan (determined as of the close of the
         Plan Year), and (b) the denominator of which is the lesser of (i) or
         (ii), as follows:  (i) 1.25 multiplied by the defined benefit plan
         dollar limitation under Subsection (8)(a)(1) in effect for such year,
         or (ii) 1.4 multiplied by the amount specified under Subsection
         (8)(a)(2) for such year, (determined as of the close of the Plan
         Year).

         (2)     The defined contribution plan fraction for any calendar year
         is a fraction:  (a) the numerator of which is the sum of the "annual
         additions", as defined in Section 415(c) of the Code, to the
         Participant's account as of the close of the Plan Year, and (b) the
         denominator of which is the sum of the lesser of (i) or (ii) for such
         year and each prior Year of Service with the Company:  (i) 1.25
         multiplied by the defined contribution plan dollar limitation in
         effect for such year, or (ii) 1.4 multiplied by twenty-five percent
         (25%) of the Participant's Compensation for such year.

(9)      Prior Plan Provisions.  Anything to the contrary herein
notwithstanding, the Accrued Benefit and service credited for vesting purposes
of any person who is a Participant on December 31, 1984 and January 1, 1985 for
any period of service ending on or before December 31, 1984 shall be no less
than the benefit he would have accrued at December 31, 1984 or the vesting
service he would have completed at December 31, 1984 under the terms of the
Plan as in effect on such date, assuming his credited service and Average Final
Compensation were computed on such date.

(10)     Limitation on Timing of Commencement of Benefit Payments.  As required
under Sections 401(a)(14) and 401(a)(9) of the Code, the timing of the
commencement of payment of benefits under the Plan shall be subject to the
following rules:

         (a) General Rule - Unless the Participant otherwise elects, the
payment of benefits under the Plan to a Participant may not be delayed beyond
the later of the sixtieth (60th) day after the close of the Plan Year in which
the latest of the following events occurs:

         (1)     the Participant's 65th birthday,

         (2)     the tenth (10th) anniversary of the year in which the
                 Participant commenced participation in the Plan, or

         (3)     the Participant's termination of service with the Company.





                                       28

<PAGE>   31
         (b)     Special Rule - In no event shall distribution of benefits be
made or commence later than the April 1 following the applicable of the
following:

         (1)     for an Employee who owns 5% or more interest in the Company,
                 the calendar year in which he attains age seventy and one-half
                 (70-1/2), or

         (2)     for any other Employee, the later of:  (a) the calendar year
                 in which his retirement date occurs, or (b) the calendar year
                 in which he attains age seventy and one-half (70-1/2).

[SUBDIVISION (B) OF SUBSECTION 5(10), ABOVE, IS EFFECTIVE FOR PLAN YEARS
BEGINNING BEFORE JANUARY 1, 1989.  FOR SUBDIVISION (B) OF SUBSECTION 5(10)
EFFECTIVE FOR PLAN YEARS BEGINNING AFTER DECEMBER 31, 1988, SEE BELOW.]

         (b)     Special Rule - In no event shall distribution of benefits be
made or commence later than April 1 of the calendar year following the calendar
year in which the employee attains age 70-1/2.  For the purposes of this
Section, Participants who are age 70-1/2 or older as of January 1, 1989 and who
have not retired shall be deemed to have attained age 70-1/2 on such date.
Notwithstanding the foregoing, a Participant who has attained age 70-1/2 before
January 1, 1988, and who is not a 5-percent owner (as defined in Section 416(i)
of the Code) may elect to defer the commencement of benefit payments until his
retirement.

[THE FOLLOWING IS EFFECTIVE FOR PLAN YEARS BEGINNING ON OR AFTER JANUARY 1,
1995.]

         In the event a distribution of benefits to a Participant is required
to begin under this Subsection, such Participant's Accrued Benefit shall be
determined as of the December 31 immediately preceding the date such
distribution is required to begin.  As of each succeeding December 31 prior to
the Participant's actual retirement and as of his actual retirement, the
Participant's Accrued Benefit shall be recomputed as if each such date were his
actual retirement date.  However, the amount of any additional Accrued Benefit
resulting from such recomputation shall be reduced by the Actuarial Equivalent
of the total benefits received by the Participant under the Plan prior to such
recomputation.  In no event, however, shall the Participant's Accrued Benefit,
upon any recomputation hereunder, be less than the greater of (i) such
Participant's Accrued Benefit as of December 31, 1994 and (ii) such
Participant's Accrued Benefit as of the immediately preceding recomputation.

(11)     Compensation Limit.  In addition to other applicable limitations which
may be set forth in the Plan and notwithstanding any other contrary provision
of the Plan, compensation taken into





                                       29

<PAGE>   32
account under the Plan shall not exceed $200,000, adjusted for changes in the
cost of living as provided in section 415(d) of the Code, for the purpose of
calculating a Participant's Accrued Benefit (including the right to any
optional benefit provided under the Plan) for any Plan Year commencing after
December 31, 1988.  However, the Accrued Benefit determined in accordance with
this provision shall not be less than the Accrued Benefit determined on March
15, 1989.  Notwithstanding the preceding sentence, the Accrued Benefit of any
Participant who is a highly compensated employee, within the meaning of section
414(q) of the Code, is reduced to the extent a benefit has accrued with respect
to compensation in excess of $200,000 during the 1989 Plan Year before March
15, 1989.

[SUBSECTION 5(11), ABOVE, IS EFFECTIVE FOR PLAN YEARS BEGINNING BEFORE JANUARY
1, 1994.  FOR SUBSECTION 5(11) EFFECTIVE FOR PLAN YEARS BEGINNING AFTER
DECEMBER 31, 1993, SEE BELOW.]

(11)     Compensation Limit.  In addition to other applicable limitations which
may be set forth in the Plan and notwithstanding any other contrary provision
of the Plan, for Plan Years beginning on or after January 1, 1994, the annual
compensation of each employee taken into account under the Plan shall not
exceed the annual compensation limit established by the Omnibus Budget
Reconciliation Act of 1993 ("OBRA '93").  The annual compensation limit is
$150,000, as adjusted by the Commissioner of Internal Revenue for increases in
the cost of living in accordance with Section 401(a)(17) of the Code.  The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which compensation is determined (a
"Determination Period") beginning in such calendar year.  If a Determination
Period consists of fewer than 12 months, the OBRA '93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of
months in the Determination Period, and the denominator of which is 12.  For
Plan Years beginning on or after January 1, 1994, any reference in this Plan to
the limitation under Section 401(a)(17) of the Code shall mean the OBRA '93
annual compensation limit set forth in the provision.

         If compensation for any prior Determination Period is taken into
account in determining a Participant's benefits accruing in the current Plan
Year, the compensation for that prior Determination Period is subject to the
OBRA '93 annual compensation limit in effect for that prior Determination
Period.  For this purpose, for Determination Periods beginning before the first
day of the first Plan Year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

         Notwithstanding any other provision in the Plan, each Section
401(a)(17) Participant's Accrued Benefit under this Plan will be the greater
of:





                                       30

<PAGE>   33
(a)      such Participant's Accrued Benefit as of the last day of the Plan Year
         beginning before January 1, 1994, frozen in accordance with Section
         1.401(a)(4)-13 of the Code regulations; or

(b)      such Participant's Accrued Benefit determined with respect to the
         benefit formula applicable for the Plan Year beginning on or after
         January 1, 1994, as applied to the Participant's total years of
         Creditable Service taken into account under the Plan for purposes of
         benefit accruals.

         For purposes of this Subsection, a Section 401(a)(17) Participant
means a Participant whose current Accrued Benefit as of a date on or after
January 1, 1994, is based on Compensation for a year beginning prior to the
first day of the first Plan Year beginning on or after January 1, 1994, that
exceeded $150,000.

[THE FOLLOWING SUBSECTION IS EFFECTIVE ONLY FROM THE PERIOD MARCH 15, 1989 TO
OCTOBER 20, 1989, INCLUSIVE.  SUBSECTION 5(1), EFFECTIVE JANUARY 1, 1989,
REPRESENTS THE AMENDMENT REFERRED TO IN SUBSECTION 5(12), BELOW, WHICH
AMENDMENT WAS ADOPTED ON OCTOBER 20, 1989.]

(12)     Temporary Cessation of Benefit Accruals for Participants.      
Notwithstanding any other contrary provision of the Plan, in calculating the
Accrued Benefit (including the right to any optional benefit provided under the
Plan) of any Participant, such Participant shall accrue no additional benefit
under the Plan on or after March 15, 1989 to the extent that such additional
benefit accrual exceeds the benefit which would otherwise accrue in accordance
with the terms of the Plan as subsequently amended to comply with those
qualification requirements described in Income Tax Regulations Section
1.401(b)-1(b)(2)(ii). This provision shall be effective until the last day of
the first plan year commencing in 1989 and shall be effective for such period
if and only if the subsequent amendment is made on or before the last day of
the first plan year commencing in 1989.  In addition, the benefit accrued by
any Participant during the 1989 Plan Year shall in no event exceed the benefit
accrual provided during the 1989 Plan Year with respect to such Participant
under the terms of the Plan as subsequently amended to comply with the Tax
Reform Act of 1986.  However, such Participant's Accrued Benefit shall not be
less than what the Participant had accrued as of the last day of the last Plan
Year beginning before January 1, 1989.

[THE FOLLOWING SUBSECTION (13) IS EFFECTIVE ON AND AFTER AUGUST 8, 1990.]

(13)     Required Cash-outs of Certain Accrued Benefits.  If a Participant
terminates service and the present value of the vested accrued pension or
survivor benefit provided under Subsection 5(2), 5(3), or 5(4) in respect of
such Participant is equal to or less





                                       31

<PAGE>   34
than $3,500, the person to whom such benefits would otherwise be paid in
monthly installments shall receive a lump-sum distribution of the present value
of the entire vested portion of such Accrued Benefit, except that, in the case
of a qualified joint and survivor annuity or qualified pre-retirement survivor
annuity, as such terms are defined under Code Sections 417(b) and 417(c),
respectively, no such lump-sum distribution shall be made after the annuity
starting date, as defined under Section 417(f)(2) of the Code.

         For the purposes of determining the present value of a vested Accrued
Benefit under this Subsection, the interest rate assumption shall be either (i)
the rate which would be used (as of the first day of the Plan Year in which
such distribution occurs) by the Pension Benefit Guaranty Corporation in
determining the present value of a lump sum distribution on plan termination or
(ii) the interest rate used in computing Actuarial Equivalents under the Plan,
whichever produces the greater benefit; and the mortality rate assumption shall
be based on the UP84 Mortality Table, as such may be amended from time to time.

         Notwithstanding Subsections 1(12) and 4(5) and any other provision
herein to the contrary, if a former Employee who has received a lump-sum
distribution of his entire non-forfeitable benefit under the Plan pursuant to
this Subsection is re-employed by the Company, he shall be treated as a new
Employee and prior service performed by the Employee in respect of such
distribution shall be disregarded for purposes of determining his Accrued
Benefit under the Plan.

[THE FOLLOWING RULE WAS ADOPTED BY THE COMMITTEE ON JANUARY 28, 1993.]

         For the purposes of determining Compensation under the Plan, any
         amounts deferred by a Participant under the Company's Executive
         Deferral Plan shall be included in such Participant's Compensation in
         the Plan Year in which such amounts are deferred.





                                       32

<PAGE>   35
                           SECTION 6 - CONTRIBUTIONS

                    ========================================

(1)      All contributions under the Plan shall be made by the Company, and no
contributions shall be required of Participants.  The contributions shall be
payable at such intervals as may be agreed upon by the Company and the
Committee, but at least annually, and shall consist of such contributions as
the Board of Directors may deem advisable, but at least an amount sufficient to
maintain the Plan on a sound actuarial basis.  All contributions shall be
irrevocable, and shall be transferred by the Company to the Trustee or Trustees
to be used in accordance with the Plan, except that any contribution paid to
the Plan as a result of a mistake of fact, without earnings thereon but reduced
by any losses thereon, may be returned to the Company at any time within one
(1) year following its payment to the Plan.

[SUBSECTION 6(1), ABOVE, IS EFFECTIVE FOR PLAN YEARS BEGINNING BEFORE JANUARY
1, 1994.  FOR SUBSECTION 6(1) EFFECTIVE FOR PLAN YEARS BEGINNING AFTER DECEMBER
31, 1993, SEE BELOW.]

(1)      All contributions under the Plan shall be made by the Company, and no
contributions shall be required of Participants.  The contributions shall be
payable at such intervals as may be agreed upon by the Company and the
Committee, but at least annually, and shall consist of such contributions as
the Board of Directors may deem advisable, but at least an amount sufficient to
maintain the Plan on a sound actuarial basis.  All contributions shall be
transferred by the Company to the Trustee or Trustees to be used in accordance
with the Plan, except that such contributions are to revert to the Company,
without earnings thereon but reduced by any losses thereon, under the following
conditions:

(a)      In the case of a contribution which is made by the Company by reason
         of a mistake in fact, such contribution shall be returned to the
         Company within one (1) year following its payment to the Plan; and

(b)      If all or a portion of any contribution is determined to be
         non-deductible under Section 404 of the Code, such contribution, to
         the extent that it is determined to be non-deductible, shall be
         returned to the Company within one (1) year following such
         determination.

(2)      Forfeitures arising from termination of service, death, or for any
other reason shall not be applied to increase the benefits which any person
would otherwise receive under the Plan but shall be used to reduce Plan
contributions.





                                       33

<PAGE>   36
                     SECTION 7 - ADMINISTRATION OF THE PLAN

                    ========================================

(1)      The general administration of the Plan shall be the responsibility of
a Pension Committee of no less than three members appointed from time to time
by the Board of Directors to serve at the pleasure of the Board of Directors.
The Committee is designated as the named fiduciary within the meaning of
Section 402(a) of the Employee Retirement Income Security Act of 1974.

(2)      Any person appointed a member of the Committee shall file his written
acceptance with the Secretary of the Committee.  Any member of the Committee
may resign by delivering his written resignation to the Board of Directors and
the Secretary of the Committee.

(3)      The Board of Directors shall appoint one of the members of the
Committee as Chairman.  The Secretary, who need not be one of the members of
the Committee, shall be designated by the Committee.

(4)      No member of the Committee shall receive any compensation for his
services.  The administrative expenses of the plan shall be paid from the
assets of the Plan through a request to the Trustees by the Administrator.

[SUBSECTION 7(4), ABOVE, IS EFFECTIVE FOR PLAN YEARS BEGINNING BEFORE JANUARY
1, 1988.  FOR PLAN YEARS BEGINNING AFTER DECEMBER 31, 1987, THE FOLLOWING
SUBSECTION 7(4) IS EFFECTIVE.]

(4)      No member of the Committee shall receive any compensation for his
services.  The administrative expenses of the plan shall be paid by the Company
upon request by the Administrator.

(5)      The Committee shall designate bank depositories and shall delegate
authority in connection therewith.  It may delegate any portion of its
authority to designated individuals or committees, and may retain legal
counsel, auditors, actuaries and consultants and obtain clerical, accounting
and other services, all as it deems necessary in carrying out the provisions of
the Plan.

(6)      The Committee shall hold meetings upon such notice, at such places and
at such times as it may from time to time determine.  A majority of the member
of the Committee shall constitute a quorum for the transaction of business.
All actions taken by the Committee shall be by the vote of a majority of the
members of the Committee present at the meeting and shall be recorded in the
minutes of such meeting.





                                       34

<PAGE>   37
(7)      The Committee from time to time may establish rules for the
administration of the Plan and the transaction of its business.  The
interpretation and construction of any provision of the Plan by a majority of
the members of the Committee at a meeting shall be final and conclusive.

(8)      The Committee shall adopt from time to time interest assumptions,
service tables, mortality tables and such other data, procedures and methods as
may be necessary or desirable for use in all actuarial calculations required in
connection with the Plan.  As an aid to the Committee, the actuary designated
by the Committee shall make annual actuarial valuations of the assets and
liabilities, actual and contingent, of the Plan, and shall certify to the
Committee the tables which he would recommend for use by the Committee.

(9)      The Committee shall establish and cause to be maintained a funding
standard account and such other and additional accounts as it deems necessary
for the proper administration of the Plan.  It shall keep in convenient form
such data as may be necessary for actuarial valuations of the assets and
liabilities of the Plan.  The Committee shall prepare annually a report showing
in reasonable detail the assets and liabilities of the Plan and giving a brief
account of the operation of the Plan for the past year, and recommending the
amount of the Company's contribution to the Plan for the ensuing year.  Such
report shall be submitted to the Board of Directors and shall be filed in the
office of the Secretary of the Committee.





                                       35

<PAGE>   38
                        SECTION 8 - MANAGEMENT OF ASSETS

                    ========================================

(1)      All assets of the Plan shall be held as a special trust for use in
connection with the Plan and providing the benefits and paying the expenses of
the Plan, and no part of the corpus or income shall be used for or diverted to
purposes other than for the exclusive benefit of Participants, retired
Participants and their beneficiaries under the Plan prior to the satisfaction
of all liabilities with respect to such Participants, retired Participants and
their beneficiaries under the Plan.  No person shall have any interest in or
right to any part of the earnings of the trust, or any right in, or to, or
under the trust or any part of the assets thereof, except as and to the extent
expressly provided in the Plan and trust agreement.

(2)      The Trustee or Trustees shall be appointed from time to time by the
Committee by appropriate instrument with such powers, duties rights and
obligations as the Committee shall approve.  The Committee may remove any
Trustee at any time, upon reasonable notice, and upon such removal or upon the
resignation of any Trustee the Committee shall designate a successor Trustee or
Trustees.

(3)      The Committee shall determine the manner in which the funds of the
Plan shall be disbursed but subject to the provisions of the trust instrument
under which the assets of the Plan are held.

(4)      The Committee shall have the power to appoint one or more investment
managers, within the meaning of Section 3(38) of the Employee Retirement Income
Security Act of 1974, to manage (including the power to acquire and dispose of)
any assets of the Plan which have been transferred to any Trustee or a
specified portion thereof.  In the event that the Committee shall appoint such
investment managers, each such investment manager shall be solely responsible
for the management and control of the assets to which he or it is appointed.





                                       36

<PAGE>   39
                   SECTION 9 - CERTAIN RIGHTS AND OBLIGATIONS

                    ========================================

(1)      It is the intention of the Company to continue the Plan and make its
contributions regularly each year, but the Company, by action of its Board of
Directors, may for any reason terminate or partially terminate the Plan.  If
all liabilities to or on account of the Participants, retired Participants and
their beneficiaries have been satisfied or provided for in full and there is an
amount remaining due to erroneous actuarial computations during the previous
life of the Plan (within the meaning of the regulations under the Internal
Revenue Code), then and not otherwise the Company shall be entitled to receive
such remaining amount.

(2)      The establishment of the Plan shall not be construed as conferring any
legal rights upon any Employee or any person for a continuation of employment
nor shall it interfere with the right of the Company to discharge any Employee
and to treat him without regard to the effect which such treatment might have
upon him as a Participant in the Plan.

(3)      Any rulings made or acts taken under the Plan by the Board of
Directors or by the Committee with respect to classification of Employees,
contributions, or benefits shall be uniform in their nature and applicable to
all those persons similarly situated.  No ruling shall be made or act taken
which shall be discriminatory under the provisions of the Internal Revenue
Code.

(4)      The provisions of this Subsection (4) shall apply to any one of the 25
highest paid Employees of the Company on any "Commencement Date" whose
anticipated retirement allowance provided under the Plan at normal retirement
date exceeds $1,500 per annum.  "Commencement Date" shall mean the effective
date of any amendment to the Plan which increases the benefits.  In the event
that during the first 10 years following a "Commencement Date" the Plan is
terminated, the amount of the retirement allowance provided under the Plan for
any one of the aforesaid Employees shall not be greater than the amount of
allowance that can be provided by the largest of the following amounts:  (a)
$20,000, or (b) 20% of the first $50,000 of the Participant's "Annual
Compensation", multiplied by the number of years and fractions thereof since
the "Commencement Date" in which the full current costs have been met.  As used
in this paragraph, "Annual Compensation" means average compensation during the
five calendar years (or the Participant's period of employment if less than
five years) immediately preceding the date of termination of the Plan or
immediately preceding the date of commencement of retirement benefits under the
Plan, if earlier.  The foregoing conditions shall not restrict the current
payment of full retirement benefits called for by the Plan for any Participant
or beneficiary who has retired while the Plan is in full effect and its full
current costs have been met.





                                       37

<PAGE>   40
In the event that the present value of Plan assets as of the date of
termination of the Plan, calculated utilizing Pension Benefit Guaranty
Corporation assumptions as of the date of termination, equals or exceeds the
present value of the total Accrued Benefits for all Participants (whether or
not nonforfeitable), Subsection (4) shall not be applicable to restrict the
Accrued Benefits payable to the twenty-five (25) highest paid Employees.

         This Subsection (4) is included in this Plan to conform to the
requirements of Treasury Regulations Section 1.401-4(c) and shall cease to be
effective at such time as the provisions of Treasury Regulations Section
1.401-4(c) or any substitute therefor are no longer effective or applicable.

(5)      If any company is now or hereafter becomes an Affiliate of the
Company, the Board of Directors may include the employees of such Affiliate in
the participation in the Plan upon appropriate action by such company necessary
to adopt the Plan.  In such event, or if any persons become Employees of the
Company as the result of merger or consolidation or as the result of
acquisition of all or part of the assets or business of another company, the
Board of Directors shall determine to what extent, if any, credit and benefits
shall be granted for previous service with such Affiliate, but subject to the
continued qualification of the trust for the Plan as tax exempt under the
Internal Revenue Code.  Any such Affiliate may terminate its participation in
the Plan upon appropriate action by it, in which event the funds of the Plan
held on account of Participants in the employ of such company not yet retired,
after provision in full for all Participants who have retired from the employ
of such company, shall be determined by the Committee on the basis of actuarial
valuation, and shall be applied as provided in Section 9(1), in the manner
there provided if the Plan should be terminated, or shall be segregated by the
Trustee as a separate trust, pursuant to certification to the Trustee by the
Committee continuing the Plan as a separate Plan for the employees of such
company under which the Board of Directors of such company shall succeed to all
the powers and duties of the Board of Directors, including the appointment of
members of the Committee.

(6)      The Plan shall not be merged no consolidated with, nor shall there be
a transfer of any of its assets or liabilities to, any other plan, unless each
Participant, former Participant or beneficiary shall (if the resulting plan
were then terminated) be entitled to receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation or transfer (if the Plan had then been terminated).





                                       38

<PAGE>   41
(7)      Upon the Plan's termination or partial termination, the rights of all
affected Employees to benefits accrued to the date of such termination or
discontinuance, to the extent then funded, shall be nonforfeitable.

(8)      Where a Participant or beneficiary is receiving benefits under the
Plan, or where a Participant has been separated from service and has
nonforfeitable rights to benefits under the Plan, such benefits will not be
decreased because of an increase in the benefit levels or wage payments under
Title II of the Social Security Act, if such increase takes place after the
later of (a) the last day of the Participant's service with Company or (b)
September 2, 1974.

(9)      Unless otherwise specifically provided herein, the terms of the Plan
in effect at the date an Employee's service terminates shall determine his
rights and benefits thereafter.





                                       39

<PAGE>   42
                         SECTION 10 - CLAIM PROCEDURES

                    ========================================

(1)      Every claim for benefits under the Plan shall be in writing directed
to the Committee or its designee.

(2)      Each claim filed shall be passed upon by the Committee within a
reasonable time from its receipt.  If a claim is denied in whole or in part the
claimant shall be given written notice of the denial in language calculated to
be understood by the claimant, which notice shall:  (i) specify the reason or
reasons for the denial; (ii) specify the Plan provisions giving rise to the
denial; and (iii) describe any further information or documentation necessary
for the claim to be honored and explain why such documentation or information
is necessary, and explain the Plan's review procedure.

(3)      Upon the written request of any claimant whose claim has been denied
in whole or in part, the Committee shall make a full and fair review of the
claim and furnish the claimant with a written decision concerning it.





                                       40

<PAGE>   43
                    SECTION 11 - NON-ALIENATION OF BENEFITS

                    ========================================

(1)      No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge.  Any attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void; nor shall any such benefit
be in any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the person entitled to such benefit, unless the
assignment of such benefit or right is pursuant to a "qualified domestic
relations order" as defined at Section 206(d)(3)(B)(i) of ERISA, as amended by
the Retirement Equity Act of 1984, and related regulations.

[THE FOLLOWING PROCEDURES WERE ADOPTED BY THE COMMITTEE TO DETERMINE THE
QUALIFIED STATUS OF DOMESTIC RELATIONS ORDERS RECEIVED BY THE PLAN
ADMINISTRATOR.]

                 Upon the receipt of any judgment, decree, or order (including
         approval of a property settlement agreement) which appears to (i)
         relate to the provision of child support, alimony payments, or marital
         property rights to a spouse, former spouse, child, or other dependent
         of a Participant in the Plan, and (ii) be made pursuant to a State
         domestic relations law (including a community property law), the
         Committee shall take the following steps:

         1.      The Committee shall stamp the date of receipt on the face of
                 the order and forward it to the Manager of Benefits or other
                 member of the Committee for review and a recommendation as to
                 its status as a "Qualified Domestic Relations Order" under
                 Section 206(d)(3) of ERISA and Section 414(p) of the Code.

         2.      Within five (5) days from the date of receipt of the order,
                 the Committee or its delegate shall send by registered mail to
                 each person specified in the order as entitled to benefits
                 under the Plan (at the address included in the domestic
                 relations order, or, if none is specified, at the last known
                 address) notification of receipt of such judgment, decree or
                 order, along with a copy of the procedures used by the Plan to
                 determine whether the same is a Qualified Domestic Relations
                 Order.  The notice shall include a statement that the
                 recipient is entitled to furnish the Committee with comments
                 on whether or not the order is a Qualified Domestic Relations
                 Order and, in the case of an alternate payee, as defined in
                 Section 414(p) of





                                       41

<PAGE>   44
                 the Code, that he or she is entitled to designate a
                 representative for receipt of copies of any notices that are
                 sent to the alternate payee with respect to a domestic
                 relations order.  The Committee or its delegate may confer
                 with all interested parties and seek their cooperation and
                 agreement, if necessary, to have the order modified to comply
                 with the requirements of a Qualified Domestic Relations Order.

         3.      Within twenty (20) business days from the date of receipt of
                 order, the Committee shall determine whether such order is a
                 Qualified Domestic Relations Order, and shall send
                 notification by certified mail to the Participant and to each
                 alternate payee of such determination.  In making its
                 determination, the Committee shall give appropriate weight to
                 the opinion of its advisors as to whether the order meets the
                 following requirements of ERISA and the Code:

                 (a)      It must be in the form of a judgment, decree, or
                          order which (i) relates to the provision of child
                          support, alimony payments, or marital property rights
                          to a spouse, former spouse, child, or other dependent
                          of a participant, and (ii) is made pursuant to a
                          State domestic relations law (including community
                          property law).

                 (b)      It must create or recognize the existence of an
                          alternate payee's right to, or assign to an alternate
                          payee the right to, receive all or a portion of the
                          benefits payable with respect to a participant under
                          a plan.

                 (c)      It must clearly specify

                          i.      the name and last known mailing address (if
                                  any) of the participant and the name and
                                  address of each alternate payee covered by
                                  the order;

                          ii.     the amount or percentage of the participant's
                                  benefits to be paid by the plan to each
                                  alternate payee, or the manner in which such
                                  amount or percentage is to be determined;

                          iii.    the number of payments or the period to which
                                  the order applies; and





                                       42

<PAGE>   45
                          iv.     each plan to which the order applies; and

                 (d)      It may not (i) require the plan to provide any type
                          or form of benefits, or any option, not otherwise
                          provided under the plan, (ii) require the plan to
                          provide increased benefits (determined on the basis
                          of actuarial value), or (iii) require payment of
                          benefits to an alternate payee which are required to
                          be paid to another alternate payee under a previous
                          Qualified Domestic Relations Order.

         4.      The Plan will comply with all other applicable provisions of
                 Section 206(d)(3) of ERISA and Section 414(p) of the Code,
                 including without limitation those regarding payment of
                 segregated amounts during the period of determination.


(2)      If any person entitled to a benefit under the Plan becomes bankrupt or
attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge any benefit under the Plan except as specifically provided herein, then
such benefit shall, in the discretion of the Committee, cease and determine.
In that event the Committee shall hold or apply the same for the benefit of
such person, his spouse, children, or other dependents, or any of them in such
manner and in such proportion as the Committee may deem proper.





                                       43

<PAGE>   46
                          SECTION 12 - TOP HEAVY PLAN

                    ========================================

(1)      Precedence of Section.  Anything in this Plan to the contrary
notwithstanding, the provisions of this Section 12 shall supercede and take
precedence over any other provisions of the Plan for any Plan Year in which the
Plan is determined to be a Top Heavy Plan as determined under Section 12(3).

(2)      Definitions.  For purposes of determining whether the Plan is a Top
Heavy Plan, as determined under Section 12(3) below, for any Plan Year
commencing on or after January 1, 1984, the following terms, wherever
capitalized, shall have the meanings set forth below:

         (a)     Accrued Benefit - "Accrued Benefit" means the benefit accrued
by a Participant under Section 5 of the Plan.

         (b)     Determination Date - "Determination Date" means the date on
which the Plan is tested to determine if it is a Top Heavy Plan, which date
shall be the last day of the Plan Year preceding the Plan Year for which the
determination is being made.

         (c)     Key Employee - "Key Employee" means an Employee who, at any
time during the current Plan Year or any of the four (4) preceding Plan Years,
is or was:

         (1)     Officer - An officer of the Company (but not more than the
         lesser of:  (a) fifty (50) Employees, or (b) the greater of three (3)
         or ten percent of the Employees of the Company shall be considered
         officers for this purposes) whose annual Compensation is at least
         $45,000 or such greater amount as may be recognized for increase in
         the cost of living in accordance with Code Section 416(i)(1)(A)(i), or

         (2)     Employee Owner - One (1) of the ten (10) Employees owning the
         largest interests in the Company provided that his annual Compensation
         is at least $30,000 or such greater amount as may be recognized for
         increases in the cost of living in accordance with Code Section
         416(i)(1)(A)(ii) (for purposes of this Section 12(2)(c)(2), if two (2)
         Employees have the same interest in the Company, the Employee with the
         greater annual Compensation shall be treated as having a larger
         interest), or

         (3)     Five Percent Shareholder - An Employee who is an owner of five
         percent (5%) or more of the Company, or

         (4)     Highly Compensated Shareholder - An Employee who is an owner
         of one percent (1%) or more of the Company and who has annual
         Compensation from the Company in excess of $150,000.





                                       44

<PAGE>   47
         (d)     Former Key Employee - "Former Key Employee" means a
Participant in the Plan who, at any time during the four (4) preceding Plan
Years, was a Key Employee but who is not a Key Employee in the current Plan
Year or who terminated his service with the Company in one of the four (4)
preceding Plan Years and was not a Key Employee in the Plan Year in which he
terminated.

         (e)     Non-Key Employee - "Non-Key Employee" means a Participant in
the Plan who, at any time during the current Plan Year, is neither a Key
Employee nor a Former Key Employee.

         (f)     Top Heavy Plan - "Top Heavy Plan" means a Plan which is
determined to be a Top Heavy Plan for a Plan Year, as described in Section
12(3).

(3)      Determination of Top Heavy Plan Status.  With respect to each Plan
Year commencing on or after January 1, 1984, a calculation shall be made as of
the applicable Determination Date to determine if the Plan is a Top Heavy Plan
for such Plan Year.  A Plan shall be considered to be a Top Heavy Plan for a
Plan Year if the aggregate present value of the Accrued Benefit of Key
Employees (excluding Former Key Employees) under the Plan exceeds sixty percent
(60%) of the aggregate present value of the Accrued Benefit of all Key
Employees (excluding Former Key Employees) and all Non-Key Employees under the
Plan, determined as of the Determination Date.  In making such determination,
the Accrued Benefit of all individuals who were not employed by the Company
during the five (5) year period ending on the Determination Date shall be
excluded.  In determining if the Plan is a Top Heavy Plan, it shall be
aggregated with each other plan of the Company and/or a related organization in
the required aggregation group as defined at Section 416(g)(2)(A)(i) of the
Code and may be aggregated with any other plans of the Company and/or a related
organization in the permissive aggregation group as defined at Section
416(g)(2)(A)(ii) of the Code.

[SUBSECTION 12(4), BELOW, IS EFFECTIVE ONLY FOR PLAN YEARS BEGINNING BEFORE
JANUARY 1, 1989.]

(4)      Compensation in Top Heavy Plan Year.  With respect to any Plan Year
for which the Plan is determined to be a Top Heavy Plan, Compensation as
defined at Section 1(10) shall be limited to $200,000, or such amount as
adjusted under Section 416(d)(2) of the Code.

(5)      Vesting in Top Heavy Plan Year.  With respect to any Plan Year for
which the Plan is determined to be a Top Heavy Plan, each Participant's accrued
retirement allowance benefit shall vest in accordance with the following
vesting schedule, in lieu of the vesting provisions described in Section 4:





                                       45

<PAGE>   48
                 Years of Service                      Vesting Percentage
                 ----------------                      ------------------
                 Less than 2                                   0%
                 2 but less than 3                            20%
                 3 but less than 4                            40%             
                 4 but less than 5                            60%
                 5 but less than 6                            80%
                 6 or more                                   100%

(6)      Minimum Benefit Under Top Heavy Plan.  Anything in Section 5 to the
contrary notwithstanding, if the Plan is determined to be a Top Heavy Plan for
any Plan Year commencing on or after January 1, 1984, in no event shall the
annual retirement allowance payable to a Participant in the form and manner and
at the time specified in Section 5 be less than:  (a) 2.0% of the Participant's
average Compensation for the five (5) consecutive year period in which his
Compensation from the Company was the highest, multiplied by; (b) the number of
Plan Years for which the Plan is determined to be a Top Heavy Plan, but in no
event more than ten (10) such Plan Years.

(7)      Maximum Limitation Under Top Heavy Plan.  With respect to any Plan
Year for which the Plan is determined to be a Top Heavy Plan, a 1.0 limitation
shall be substituted for the 1.25 limitations at Subsection (8)(c)(1)(b)(i) and
(8)(c)(2)(b)(i) of Section 5.





                                       46

<PAGE>   49
                            SECTION 13 - AMENDMENTS

                    ========================================

The Board of Directors may, at any time and from time to time, modify or amend
in whole or in part any or all of the provisions of the Plan; provided that no
such modification or amendment shall make it possible for any part of the
assets of the Plan to be used for, or diverted to, purposes other than for the
exclusive benefit of Participants, former Participants and their beneficiaries
under the Plan prior to the satisfaction of all Plan liabilities to them.





                                       47

<PAGE>   50
                           SECTION 14 - CONSTRUCTION

                    ========================================

The Plan shall be construed, regulated and administered under the laws of the
State of New York and the United States.





                                       48

<PAGE>   51
                                   APPENDIX I

                    ========================================

The following employees have prior service with a former affiliate of the
Company and will be granted full Vesting and Creditable Service.

         Thomas Andruskevich
         Cecelia Arbore
         Lawrence Burns
         Daniel DelVechio
         Michael Eiring
         Rachelle Epstein
         Warren Feld
         James Fernandez
         Joan Freeman
         Michael Kowalski
         Deborah Kramm
         David Robertson
         Mary J. Robertson
         John Schaedel
         Audrey Scotland
         Dale Strohl
         Charles Zacharias





                                       49



<PAGE>   1
                                                                 EXHIBIT 10.114





Tiffany & Co. Report on Form 10-K FY 1993


<PAGE>   2

                            1994 TIFFANY AND COMPANY
                      SUPPLEMENTAL RETIREMENT INCOME PLAN


WHEREAS, Tiffany and Company, a New York Corporation, does hereby intend by the
following instrument to establish an unfunded supplemental retirement plan for
the benefit of a select group of management or highly compensated employees;
and

WHEREAS, Tiffany and Company recognizes that certain executives possess an
intimate knowledge of the business and affairs of Tiffany and Company and its
policies, methods, personnel and problems and that the contributions of these
executives are essential to the company's continued growth and success.

WHEREAS, Tiffany and Company wants to provide selected executives with
supplemental retirement income in order to induce selected executives to remain
employed by Tiffany and Company until their retirement.

WHEREAS, Tiffany and Company wants to replace its existing Supplemental
Retirement Income Plan which became effective the 20th day of October, 1989
with this Plan.

NOW, THEREFORE, to carry the above intentions into effect, and intending to be
legally bound hereby, Tiffany and Company does enter into this Plan effective
the
 1st day of February, 1994.



                        This Plan shall be known as the
                            1994 TIFFANY AND COMPANY
                      SUPPLEMENTAL RETIREMENT INCOME PLAN






<PAGE>   3
                                   ARTICLE I
                                  DEFINITIONS

FOR THE PURPOSES OF THIS PLAN, THE FOLLOWING CAPITALIZED TERMS AND PHRASES
SHALL HAVE THE MEANINGS ASCRIBED TO THEM BELOW:

1.1  "ACTUARIAL EQUIVALENT" means the equivalent value of each form of payment,
     computed in accordance with accepted actuarial principles and on the basis
     of the same factors then required for use under the Pension Plan for the
     computation of the Participant's Pension Benefit.

1.2  "ADMINISTRATOR" means the individual appointed to administer the Plan
     pursuant to Article VII.

1.3  "AVERAGE FINAL COMPENSATION" means, with respect to a Participant, his
     average Compensation during those five years of his last ten years of
     Creditable Service in which his Compensation was highest.  If an Employee
     has less than five years of Creditable Service or less than five Plan
     Years in which he accrued Creditable Service, as the case may be, his or
     her "Average Final Compensation" shall be computed as the average of his
     or her Compensation over all such years.

1.4  "BENEFICIARY" means the person, persons, trust or other entity, designated
     by written revocable designation filed with the Administrator by the
     Participant to receive payments under this Plan in the event of the
     Participant's death.  In the event Participant fails to effectively make
     such a designation, the Beneficiary shall be the personal representative
     of the Participant's estate.

1.5  "BENEFIT" means, with respect to each Participant, the benefit to which
     Participant is entitled under Sections 3.2 or 3.3 of this Plan.

1.6  "COMMITTEE" means the Compensation Committee of the Board of Directors of
     Tiffany & Co., a Delaware corporation, which shall have authority over
     this Plan.

1.7  "COMPENSATION" means the actual base salary paid to Participant for
     services rendered to the Employer (exclusive of amounts attributable to
     the exercise of employee stock options), including straight time for all
     hours worked, commissions, bonuses, premiums and incentives (in the case
     of any Employee shown in the attached Schedule "A", the reference to
     Employer for purposes of this Section 1.7 only shall also refer to
     Affiliates of the Employer prior to October 15, 1984; for the purposes of
     this Section 1.7 "Affiliate" shall mean any member of the controlled group
     of companies of which the Employer was a member within the meaning of
     Section 414(b), (c) and (m) of the Code at such prior time) including any
     pre-tax elective deferrals to any Employer sponsored retirement savings
     plan or cafeteria plan, qualified pursuant to Section 401(k) or Section
     125





                                      2

<PAGE>   4
     of the Code, and any pre-tax elective deferrals to the Tiffany and Company
     Executive Deferral Plan, but excluding all other Employer contributions to
     benefit plans and all other forms of remuneration or reimbursement.

1.8  "CODE" means the Internal Revenue Code of 1986, as amended from time to
     time.

1.9  "CREDITABLE SERVICE" means "Creditable Service" under the Pension Plan.

1.10 "DISABILITY" means an illness or injury which prevents a Participant from
     performing the Participant's occupation.  Disability shall be determined
     in a uniform manner by the Administrator, provided, however, that no
     illness or injury shall be deemed a disability for the purposes of this
     Plan unless the Participant would be entitled to continue to be treated as
     a "Participant" under the terms of the Pension Plan and to continue to
     accrue "Creditable Service" under the terms of the Pension Plan during the
     continuation of such illness or injury.

1.11 "EARLY RETIREMENT" means severance from full-time employment (other than
     by reason of death) by a Participant (i) after attaining age sixty (60)
     and (ii) with at least fifteen (15) consecutive Years of Service with
     Employer; provided, however, that in the event a former Participant is
     Vested by reason of a "Change in Control" (as that term is defined in
     Section 6.2 below), item (ii) of this Section 1.11 shall not be
     applicable.

1.12 "EFFECTIVE DATE" means February 1, 1994.

1.13 "ELIGIBLE EMPLOYEE" means an employee of an Employer appointed an officer
     of Tiffany & Co., a Delaware corporation, and having the title of
     "Executive Vice President" or "Senior Vice President" and such other
     highly compensated employees identified and approved by the Committee from
     time to time.

1.14 "EMPLOYER" means Tiffany and Company and any successor organization, or
     any other business entity which adopts this Plan with consent of the Board
     of Directors of Tiffany & Co., a Delaware corporation.

1.15 "EMPLOYMENT" means the status of being employed by Employer including
     periods of active employment and other periods for which the Eligible
     Employee is listed as an employee of Employer in the payroll records of
     Employer and periods during which the Eligible Employee is on a Leave of
     Absence and "EMPLOYED" means of the status of Employment.

1.16 "ENTRY DATE" means February 1, 1994 and each January 1 of each calendar
     year thereafter.





                                      3

<PAGE>   5
1.17 "LEAVE OF ABSENCE" means any absence from employment, with or without pay,
     authorized by Employer which would not result, on the first anniversary of
     the first day of such continuing period of absence, in a "Discontinuance
     of Active Employment Date" under the Pension Plan.

1.18 "PARTICIPANT" means any Eligible Employee who has met the conditions for
     participation as set forth in Article II.

1.19 "PLAN" means the 1994 Tiffany and Company Supplemental Retirement Income
     Plan as described in this instrument, as amended from time to time.

1.20 "PLAN YEAR" means a "Plan Year" under the Pension Plan.

1.21 "PENSION BENEFIT" means, with respect to each Participant, the annual
     retirement allowance to which Participant is entitled at Permitted
     Retirement payable from the Pension Plan actuarially determined on the
     basis of an annuity for Participant's life utilizing actuarial assumptions
     as pertain for all other purposes of said Pension Plan whether or not such
     retirement allowance is actually paid, and regardless of any optional form
     of benefit payment elected under the Pension Plan by said Participant.

1.22 "PENSION PLAN" means the Tiffany and Company Pension Plan as such Pension
     Plan may be amended from time to time.

1.23 "PERMITTED RETIREMENT" means, with respect to each Participant, the
     earlier of the date on which he takes Early Retirement or Retirement.

1.24 "RETIREMENT" means any severance from full-time employment by a
     Participant or former Participant (other than by reason of death) after
     attaining Retirement Age.

1.25 "RETIREMENT AGE" means age sixty-five (65).

1.26 "SOCIAL SECURITY BENEFIT" means the amount of the Participant's
     anticipated unreduced primary insurance benefit under Title II of the
     Federal Social Security Act computed on the basis of such Act in effect at
     Permitted Retirement, and consisting of that annual amount to which the
     Participant would upon proper application be entitled at Retirement Age
     irrespective of earnings he may be receiving or might receive in excess of
     any limit on earnings for full entitlement to such benefit.  When used in
     connection with the computation of a Benefit payable under Section 3.3 of
     the Plan, "Social Security Benefit" shall mean the said Social Security
     Benefit computed on the assumption that the Participant will continue to
     receive Compensation until age 65 for purposes of Social Security in the
     same amount as in effect on the date of his Permitted Retirement.  With
     respect to





                                      4

<PAGE>   6
     periods for which the Participant's actual compensation for Social
     Security   purposes is not available, the Social Security Benefit shall be
     calculated on the assumption that the Participant has compensation for
     Social Security purposes after 1951, or age 22 if later, and prior to his
     or her last date of hire or rehire by Employer which increased 6 percent
     (6%) each year to his or her Compensation on such date of hire or rehire
     by Employer.

1.27 "VESTED" means that portion of a Participant's Benefit to which the
     Participant has a nonforfeitable right as defined in Section 3.6.

1.28 "YEAR OF SERVICE" means a year of Creditable Service.


                                   ARTICLE II
                           PARTICIPATION IN THE PLAN

2.1  Commencement of Participation.  Each Eligible Employee who is an Eligible
     Employee on an Entry Date shall become a Participant in the Plan as of the
     first day of such Plan Year.

2.2  Procedure For and Effect of Admission.  Each individual who becomes
     eligible for admission to participate in this Plan shall complete such
     forms and provide such data as are reasonably required by the Employer as
     a condition of such admission and will, on the request of Employer, submit
     to a physical examination by a physician and make such applications for
     life insurance in order that the Employer may, if Employer determines to
     do so, obtain a policy of life insurance for the benefit of Employer on
     the life of such individual in such amounts as Employer shall, in its sole
     discretion, determine to be necessary or desirable.  By becoming a
     Participant, each individual shall for all purposes under this Plan be
     deemed conclusively to have assented to the provisions of this Plan and
     all amendments hereto and to the termination of the pre-existing Tiffany
     and Company Supplemental Retirement Income Plan which pre-existing plan
     became effective the 20th day of October, 1989.

2.3  Cessation of Participation.   Subject to Section 2.4 below, Participant
     shall cease to be a Participant the earlier of: (i) the date on which the
     Plan terminates, or (ii) the date on which he terminates Employment with
     an Employer.   A former Participant will be deemed a Participant, for all
     purposes of this Plan, as long as such former Participant retains a Vested
     interest pursuant to the terms of Article III.

2.4  Disability.  In the event a Participant incurs a Disability while Employed
     (whether or not such Disability arises out of such Employment), and for so
     long as such Disability continues, such Participant shall continue to be a
     Participant hereunder





                                      5

<PAGE>   7
     until the earlier of (i) Participant's death, (ii) Participant's Permitted
     Retirement or (iii) the cessation of such Disability, and Participant's
     Compensation in the last 12 months of his active Employment shall be 
     deemed to be his Compensation for the purposes of this Plan during the 
     period of such Disability.


                                  ARTICLE III
                                 PLAN BENEFITS

3.1  Overriding Limitation.   Except as provided in this Section 3.1, under no
     circumstances will a Participant or a former Participant be entitled to a
     Benefit under this Plan unless and until Participant becomes entitled to
     payment of a Pension Benefit.  In the event the Pension Plan shall have
     been terminated as of the time a Pension Benefit would have become payable
     under the Pension Plan to Participant, the Benefit under this Plan shall
     be calculated by application, by means of the formula set forth in Section
     3.2 below, of the Pension Benefit which would have been payable to
     Participant under the Pension Plan as in effect on February 1, 1994 and if
     Participant would not have been entitled to a Pension Benefit under the
     Pension Plan as in effect on February 1, 1994 as of the date a Benefit
     would otherwise become payable hereunder, no Benefit shall be payable
     under this Plan.

3.2  Retirement Benefit.  Commencing the first day of a month within sixty (60)
     days of Retirement, Employer will pay a Participant an annual Benefit
     calculated on the basis of such Participant's Years of Service and Average
     Final Compensation using the following table and then by subtracting
     Participant's Pension Benefit and Social Security Benefit:


<TABLE>
<CAPTION>
                                        BENEFIT AS A
                                        PERCENTAGE OF
                                        PARTICIPANT'S AVERAGE
        YEARS OF SERVICE                FINAL COMPENSATION

         <S>                            <C>
          30 or more                            60%
          25-29                                 50%
          20-24                                 40%
          15-19                                 30%
          10-14                                 20%
          less than 10                          nil%
</TABLE>



3.3  Early Retirement Benefit.  In lieu of the Benefit provided under Section
     3.2 above, commencing the first day of a month within sixty (60) days of
     Early Retirement, Employer will pay a Participant a Benefit.  The annual
     amount of such Benefit





                                      6


<PAGE>   8
     shall be the Actuarial Equivalent of the annual Benefit stated in 
     Section 3.2 reduced to reflect such early retirement.

3.4  Payment of Benefit.  The Benefit shall be paid in equal monthly
     installments throughout the life of the Participant.  In the event that
     such payments are required to commence and Participant dies before such
     payments have been made for fifteen (15) years, the Actuarial Equivalent
     of the Benefit, were it to continue to be paid in monthly installments for
     the balance of said fifteen year period, will be paid in a lump sum to the
     Beneficiary.  Notwithstanding the foregoing, a Participant may elect one
     (1) of the following alternative forms of payment:

     A.     An Actuarial Equivalent Benefit for the life of the Participant with
            one hundred percent (100%) of the actuarially adjusted benefit to   
            be paid to the Participant's spouse for life.

     B.     An Actuarial Equivalent Benefit for the life of the Participant with
            seventy-five percent (75%) of the actuarially adjusted benefit to
            be paid to the Participant's spouse for life.

     C.     An Actuarial Equivalent Benefit for the life of the Participant with
            sixty-six and two/thirds percent (66-2/3%) of the actuarially
            adjusted benefit to be paid to the Participant's spouse for life.

     D.     An Actuarial Equivalent Benefit for the life of the Participant
            with fifty  percent (50%) of the actuarially adjusted benefit to be
            paid to the Participant's spouse for life.

  Such election shall be made in writing by each Participant, and filed with
  the Administrator on or before the earlier of such Participant's fifty-fifth
  (55th) birthday or the date one year after a Participant becomes Vested
  pursuant to Section 6.1 below, and shall be irrevocable except in the event a
  Participant has a Fundamental Life Change.  If a Fundamental Life Change
  occurs, said Participant, within sixty (60) days after the event, may elect
  an alternative form of payment as set forth above, subject to the
  Administrator's determination that a Fundamental Life Change has occurred.
  Notwithstanding the occurrance or non-occurence of a Fundamental Life Change,
  no such election may be made following the commencement of Benefit payments
  and any such election made prior to the commencement of Benefit payments
  shall be irrevocable once Benefit payments have commenced.  Fundamental Life
  Change means a significant change in the Participant's family situation,
  including change in marital status, death of a Beneficiary, or Participant's
  serious illness.





                                      7

<PAGE>   9
3.5  Termination of Employment.  No Benefit shall be or become payable to a
     Participant if the Participant ceases to be a Participant prior to
     obtaining a Vested interest with respect to his Benefit.

3.6  Vesting.  Subject to Section 3.1 above, a Participant shall have a Vested
     interest with respect to his Benefit upon Permitted Retirement or upon a
     Change in Control pursuant to Article V.

3.7  Termination of Benefit.  Notwithstanding any other provision to the
     contrary, the Employer may not adjust, amend, or terminate its obligations
     to a Participant under this Article III subsequent to that date on which
     Participant obtains a Vested interest pursuant to Section 3.6 above.

3.8  Tax Withholding.  To the extent required by the law in effect at the time
     benefits are distributed pursuant to this Article III, the Employer or its
     agents shall withhold any taxes required by the federal or any state or
     local government from payments made hereunder.


                                   ARTICLE IV
                                 UNFUNDED PLAN

4.1  Unfunded Benefits.  Benefits are payable as they become due irrespective
     of any actual investments the Employer may make to meet its obligations.
     Neither the Employer, nor any trustee (in the event the Employer elects to
     use a grantor trust to accumulate funds) shall be obligated to purchase or
     maintain any asset including any life insurance policy.  To the extent a
     Participant or any person acquires a right to receive payments from the
     Employer under this Plan, such right shall be no greater than the right of
     any unsecured creditor of the Employer.


                                   ARTICLE V
                           AMENDMENT AND TERMINATION

5.1  Plan Amendment.   Subject to Sections 3.6 and 3.7, this Plan may be
     amended in whole or in part by the Employer at any time.

5.2  Plan Termination.  Subject to Sections 3.6 and 3.7, the Employer reserves
     the right to terminate this Plan at any time but only in the event that
     the Employer, in its sole discretion, shall determine that the economics
     of the Plan have been adversely and materially affected by a change in the
     tax laws, other government action or other event beyond the control of the
     Participant and the Employer or that the termination of the Plan is
     otherwise in the best interest of Employer.





                                      8

<PAGE>   10
                                   ARTICLE VI
                               CHANGE IN CONTROL

6.1  Benefits in the Event of a Change in Control.   In the event a Change in
     Control, as defined in Section 6.2, occurs, each Participant shall become
     Vested in his Benefit.  For purposes of computing the Benefit under
     Section 3.2, Years of Service shall be actual Years of Service, except
     that, in the case of a Participant having less than ten (10) Years of
     Service at the time of such Change of Control, such Benefit will be
     calculated using the greater of ten (10) Years of Service or actual Years
     of Service.  A Change of Control shall not accelerate the date on which
     any person is entitled to receive a Benefit under this Plan or alter the
     overriding limitation set forth in Section 3.1 above.

6.2  Definition of Change in Control.   A "Change in Control"  shall be deemed
     to have occurred if:  (A) any person or group of persons acting in concert
     acquires thirty-five percent (35%) in voting power or amount of the equity
     securities of Tiffany & Co., a Delaware corporation ("Tiffany-Delaware"),
     (including the acquisition of any right, option, warrant or other right to
     obtain such voting power or amount, whether or not presently exercisable)
     unless such acquisition is authorized or approved of by the Board of
     Directors of Tiffany-Delaware; (B) individuals who constitute the Board of
     Directors of Tiffany-Delaware on February 1, 1994 (the "Incumbent Board")
     cease for any reason to constitute at least a majority of such Board of
     Directors, provided that any individual becoming a director subsequent to
     the date February 1, 1994 whose election, or nomination for election by
     the Company's stockholders, was approved by a vote of at least three-
     quarters of the directors comprising the Incumbent Board (either by a
     specific vote or by approval of the proxy statement of Tiffany- Delaware
     in which such individual is named as a nominee for director) shall be, for
     the purposes of this subsection (B), considered as though such individual
     were a member of the Incumbent Board;  or (C) any other circumstance with
     respect to a change in control of Tiffany-Delaware occurs which the
     Compensation Committee of the Board of Directors of Tiffany-Delaware deems
     to be a Change in Control of Tiffany-Delaware.  As used herein, the word
     "person" shall mean an individual or an entity.


                                  ARTICLE VII
                                 ADMINISTRATION

7.1  Appointment of Administrator.  The Employer is the named fiduciary of the
     plan for which this document is the written instrument.  The Employer
     shall appoint, on behalf of all Participants, an Administrator.  The
     Administrator may be removed by the Employer at any time and he may resign
     at any time by submitting his resignation in writing to the Employer.  A
     new Administrator shall be appointed as soon as possible in the event that
     the Administrator is removed





                                      9

<PAGE>   11
     or resigns from his position.  Any person so appointed shall signify his
     acceptance by filing a written acceptance with the Employer.

7.2  Administrator's Responsibilities.  The Administrator is responsible for
     the day to day administration of the Plan.  He may appoint other persons
     or entities to perform any of his functions.  Such appointment shall be
     made and accepted by the appointee in writing and shall be effective upon
     the written approval of the Employer.  The Administrator and any such
     appointee may employ advisors and other persons necessary or convenient to
     help him carry out his duties including his fiduciary duties.  The
     Administrator shall have the right to remove any such appointee from his
     position.

7.3  Records and Accounts.  The Administrator shall maintain or shall cause to
     be maintained accurate and detailed records of Participants and of their
     rights under the Plan.  Such accounts, books and records relating thereto
     shall be open at all reasonable times to inspection and audit by the
     Employer and by persons designated thereby.

7.4  Administrator's Specific Powers and Duties.  In addition to any powers,
     rights and duties set forth elsewhere in the Plan, the Administrator shall
     have the following powers and duties:

     A.    To adopt such rules and regulations consistent with the provisions
           of the Plan;

     B.    To enforce the Plan in accordance with its terms and any rules and
           regulations he establishes;

     C.    To maintain records concerning the Plan sufficient to prepare 
           reports, returns and other information required by the Plan or by
           law;

     D.    To construe and interpret the Plan and to resolve all questions
           arising under the Plan;

     E.    To direct the Employer to pay benefits under the Plan, and to give
           such other directions and instructions as may be necessary for the
           proper administration of the Plan;

     F.    To be responsible for the preparation, filing and disclosure on
           behalf of the Plan of such documents and reports as are required by 
           any applicable federal or state law.





                                      10

<PAGE>   12
7.5  Employer's Responsibility to Administrator.  The Employer shall furnish
     the Administrator such data and information as he may require.  The
     records of the Employer shall be determinative of each Participant's
     period of employment, termination of employment and the reason therefore,
     leave of absence, reemployment, years of service, personal data, and
     compensation levels.  Participants and their Beneficiaries shall furnish
     to the Administrator such evidence, data, or information, and execute such
     documents as the Administrator requests.

7.6  Liability.  Neither the Administrator nor the Employer shall be liable to
     any person for any action taken or omitted in connection with the
     administration of this Plan unless attributable to his own fraud or
     willful misconduct; nor shall the Employer be liable to any person for
     such action unless attributable to fraud or willful misconduct on the part
     of the director, officer or employee of the Employer.

7.7  Procedure to Claim Benefits.  Each Participant or Beneficiary must claim
     any benefit to which he is entitled under this Plan by a written
     notification to the Administrator.  If a claim is denied, it must be
     denied within a reasonable period of time, and be contained in a written
     notice stating the following:

     A.    The specific reason for the denial,

     B.    Specific reference to the Plan Provision on which the denial is
           based,

     C.    Description of additional information necessary for the claimant to
           present his claim, if any, and an explanation of why such material
           is necessary, and

     D.    An explanation of the Plan's claim procedure.

     The claimant will have sixty (60) days to request a review of the  denial
     by the Administrator, who will provide a full and fair review.  The
     request for review must be written and submitted to the same person who
     handles initial claims.  The claimant may review pertinent documents, and
     he may submit issues and comments in writing.  The decision by the
     Administrator with respect to the review must be given within sixty (60)
     days after receipt of the request, unless special circumstances require an
     extension (such as for a hearing).  In no event shall the decision be
     delayed beyond one hundred twenty (120) days after receipt of the request
     for review.  The decision shall be written in a manner calculated to be
     understood by the claimant, and it shall include specific reasons and
     refer to specific Plan provisions as to its effect.





                                      11

<PAGE>   13
                                  ARTICLE VIII
                                 MISCELLANEOUS

8.1  Supplemental Benefits.  The benefits provided for the Participants under
     this Plan are in addition to benefits provided by any other plan or
     program of the Employer and, except as otherwise expressly provided for
     herein, the benefits of this Plan shall supplement and shall not supersede
     any plan or agreement between the Employer and any Participant.

8.2  Governing Law.  The Plan shall be governed and construed under the laws of
     the State of New York as in effect at the time of its adoption.

8.3  Jurisdiction.  The courts of the State of New York shall have exclusive
     jurisdiction in any or all actions arising under this Plan.

8.4  Binding Terms.  The terms of this Plan shall be binding upon and inure to
     the benefit of the parties hereto, their respective heirs, executors,
     administrators and successors.

8.5  Spendthrift Provision.  The interest of any Participant or any beneficiary
     receiving payments hereunder shall not be subject to anticipation, nor to
     voluntary or involuntary alienation until distribution is actually made.

8.6  No Assignment Permitted.  No Participant, Beneficiary or heir shall have
     any right to commute, sell, transfer, assign or otherwise convey the right
     to receive any payment under the terms of this Plan.  Any such attempted
     assignment shall be considered null and void.

8.7  Severability.  In the event any provision of this Plan shall be held
     illegal or invalid for any reason, such illegality or invalidity shall not
     affect the remaining provisions of the Plan, and the Plan shall be 
     construed and enforced as if such illegal or invalid provision had never 
     been contained therein.

8.8  Construction.  All headings preceding the text of the several Articles
     hereof are inserted solely for reference and shall not constitute a part
     of this Plan, nor affect its meaning, construction or effect.  Where the
     context admits, words in the masculine gender shall include the feminine
     and neuter genders, and the singular shall mean the plural.

8.9  No Employment Agreement.  Nothing in this Plan shall confer on any
     Participant the right to continued employment with any Employer and,
     except as expressly set forth in a written agreement entered into with the
     express authorization of the Board of Directors of Employer, both the
     Participant and the Employer shall be free to terminate Participant's
     employment for any cause or without cause.





                                      12

<PAGE>   14
                                                TIFFANY AND COMPANY

ATTEST:

                                        By:
- - ---------------------------                ----------------------------
Patrick B. Dorsey, Secretary                William R. Chaney, Chairman

ATTEST:

                                        By:
- - ---------------------------                -----------------------------
Patrick B. Dorsey, Secretary                James N. Fernandez, Senior
                                            Vice President -- Finance





                                      13

<PAGE>   15
               SCHEDULE A TO SUPPLEMENTAL RETIREMENT INCOME PLAN

                Thomas A. Andruskevich
                James N. Fernandez
                Michael J. Kowalski
                Dale S. Strohl





                                      14



<PAGE>   1
                                                                 EXHIBIT 10.115





Tiffany & Co. Report on Form 10-K FY 1993


<PAGE>   2
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement




         THIS AGREEMENT, is made as of the _____ day of _______________, 19___,
by and between Tiffany and Company ("Tiffany") and
______________________________ ("Employee").

                                   RECITALS:

         A.      Tiffany is a corporation duly organized and validly existing
                 under the laws of The State of New York with its executive
                 offices and principal place of business at 727 Fifth Avenue,
                 New York, NY 10022.
.
         B.      Employee is a valued and trusted employee of Tiffany.

         C.      In consideration of the faithful performance of services by
                 Employee for Tiffany, Tiffany wishes to benefit Employee by
                 entering into a split-dollar life insurance agreement in
                 accordance with the terms and conditions of this Agreement.

         D.      The split-dollar arrangement provided for in this Agreement,
                 which the parties intend to satisfy the requirements of
                 Revenue Ruling 64-328, 1964-2 C.B. 11, relates to a life
                 insurance policy number _______________ (the "Policy") to be
                 issued by Connecticut General Life Insurance Company or one of
                 its subsidiaries (the "Insurer") on the life of Employee to be
                 owned by Employee subject to a collateral assignment in favor
                 of Tiffany.

         NOW, THEREFORE, the parties mutually agree as follows:

                          1.  Acquisition of Policy.  The
 parties shall
                          cooperate in applying for and obtaining the Policy.
                          The Policy shall be issued to Employee as the sole
                          and exclusive owner of the Policy, subject to a
                          collateral assignment in favor of Tiffany as
                          hereinafter provided.

                          2.  Payment of Premiums.  Tiffany shall pay the
                          minimum premiums due on the Policy to the Insurer on
                          the date the premium is due or within the grace
                          period allowed by the Policy for the payment of the
                          premium, or such greater premium payment as shall be
                          necessary to keep the Policy in force without a
                          reduction in the death benefit provided under the
                          Policy.  Tiffany shall furnish an annual written
                          statement to Employee setting forth the amount of
                          imputed income, if any, reportable by the employee as
                          a result of Tiffany's payments hereunder, the death
                          benefit payable under the Policy, Aggregate Premiums
                          Paid, as hereinafter defined, and the Cash Surrender
                          Value, as hereinafter defined.





1/20/94(3)                                                        1

<PAGE>   3
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement




                          3.  Liability of Employee.

                                  A.  Liability.  In consideration of Tiffany's
                          premium payments under this split-dollar arrangement,
                          Employee undertakes the obligation to repay such
                          premium payments to Tiffany in accordance with the
                          provisions of this Agreement.  Employee's obligation
                          to repay such premium payments (the "Liability")
                          shall equal the amount determined in accordance with
                          the following provisions of this Article 3 and
                          Tiffany shall be entitled to recover the Liability in
                          accordance with the terms and conditions of this
                          Agreement, provided, however, that (i) while Employee
                          remains living the Liability shall never exceed the
                          amount available on surrender or partial surrender of
                          the Policy and (ii) following Employee's death the
                          Liability shall never exceed the proceeds available
                          from the Policy.

                                  B.  Termination of Agreement.  Upon
                          termination of this Agreement for any reason other
                          than the death of Employee, the Liability, at such
                          time, shall be an amount equal to the lesser of (i)
                          Aggregate Premiums Paid, as hereinafter defined, or
                          (ii) the Cash Surrender Value, as hereinafter
                          defined.

                                  C.  Death of Employee.  Upon the death of
                          Employee, the Liability shall be an amount equal to
                          Aggregate Premiums Paid as hereinafter defined.

               D.  Definitions.  For purposes of this Agreement:

                                           (i)   The Cash Surrender Value of the
                                           Policy at any time equals at such
                                           time the guaranteed cash value under
                                           the Policy; plus any additional cash
                                           value credited to the Policy; less
                                           any amounts withdrawn from the
                                           Policy by Tiffany by means of the
                                           surrender or partial surrender of
                                           the Policy; less any policy loans to
                                           Tiffany and accrued interest thereon
                                           at such time.

                                           (ii)  The Aggregate Premiums Paid at
                                           any time equal at such time the
                                           cumulative premiums paid by Tiffany
                                           under the Policy; less any amounts
                                           withdrawn from the Policy by Tiffany
                                           by means of the surrender or partial
                                           surrender of the Policy; less any
                                           policy loans to Tiffany and accrued
                                           interest thereon at such time; less
                                           any amounts received by Tiffany from
                                           Employee for the economic benefit of
                                           the Policy.





1/20/94(3)                                                        2

<PAGE>   4
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement




                          4.  Collateral Assignment.

                                  A.  Tiffany's Rights.  As security for
                          repayment of the Liability, Employee shall execute,
                          in substantially the form attached as Exhibit A, a
                          collateral assignment of the Policy to Tiffany (the
                          "Collateral Assignment") and Tiffany shall have the
                          rights set forth in the Collateral Assignment.  As
                          between the parties hereto, Tiffany's rights under
                          the Collateral Assignment shall be subject to the
                          limitations hereinafter expressed:

                                           (i)     Tiffany's sole right to 
                                           obtain, directly or indirectly, one
                                           or more loans or advances against 
                                           the fund value of the Policy, shall 
                                           be limited to the extent of, but not
                                           in excess of, the lesser of 
                                           Aggregate Premiums Paid or the Cash 
                                           Surrender Value, and Tiffany shall 
                                           have the right to pledge or assign 
                                           the lesser of Aggregate Premiums 
                                           Paid or the Cash Surrender Value, 
                                           as security for such loans or 
                                           advances;

                                           (ii)    On the exercise of Tiffany's
                                           sole right to make a full or partial
                                           surrender of the Policy Tiffany may
                                           realize up to the lesser of
                                           Aggregate Premiums Paid or the Cash
                                           Surrender Value of the Policy; and

                                           (iii)   Tiffany's right to realize 
                                           the proceeds of the Policy in the 
                                           event of the death of Employee shall
                                           be limited to the extent of the
                                           Liability.

                          Tiffany shall also have the right, as between the
                          parties hereto, to increase the death benefit payable
                          under the policy, as permitted by the Insurer, if it
                          is deemed necessary, in the exercise of Tiffany's
                          judgement, to reflect increases in Employee's
                          compensation.

                                  B.  Employee's Rights.  Except for the rights
                          granted to Tiffany in the Collateral Assignment or
                          reserved to Tiffany above, Employee shall have all
                          the rights of the owner under the Policy and Employee
                          shall be entitled to exercise all such rights,
                          options, and privileges without the consent of
                          Tiffany.  Employee's rights include:

                                           (i)      The right to absolutely and
                                           irrevocably give a donee all of
                                           his/her right, title and interest in
                                           and to the Policy, subject to the
                                           Collateral Assignment.  Employee may
                                           exercise this right by executing a
                                           written transfer of ownership in the
                                           form used by the Insurer for





1/20/94(3)                                                        3

<PAGE>   5
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement




                                           irrevocable gifts of insurance
                                           policies, and delivering this form
                                           to Tiffany.  Upon receipt of such
                                           form, executed by Employee and duly
                                           accepted by the donee thereof,
                                           Tiffany shall consent thereto in
                                           writing, and shall thereafter treat
                                           the Employee's donee as the sole
                                           owner of all of Employee's right,
                                           title and interest in and to the
                                           Policy, subject to this Agreement
                                           and the Collateral Assignment.
                                           Thereafter, Employee shall have no
                                           right, title or interest in and to
                                           the Policy, all such rights being
                                           vested in and exercisable only by
                                           such assignee.  Employee agrees with
                                           Tiffany that his/her right to assign
                                           his/her interest in the Policy shall
                                           be exercised only in accordance with
                                           this Section B (i) of Article 4; and

                                           (ii)    The right to designate and to
                                           change the beneficiary or
                                           beneficiaries of the portion of the
                                           proceeds of the Policy payable, upon
                                           the death of Employee, to Employee's
                                           beneficiary, pursuant to Section B
                                           of Article 5 below; and

                                           (iii)   The right to elect any 
                                           optional form of settlement
                                           available with respect to the 
                                           portion of the proceeds of the
                                           Policy payable, upon the death of 
                                           Employee, to Employee's beneficiary,
                                           pursuant to Section B of Article 5 
                                           below.

                                  C.  Conflict.  As between the parties hereto,
                          in the event of any conflict between the terms of the
                          Collateral Assignment and this Agreement, the terms
                          of this Agreement shall prevail.


                          5.  Death of Employee.

                                  A.  Tiffany's Death Benefit Portion.  On the
                          death of Employee, Tiffany shall be entitled to
                          recover out of the proceeds of the Policy an amount
                          equal to the Liability of Employee to Tiffany as
                          determined under Subsection C of Article 3 above.

                                  B.  Employee's Death Benefit Portion.  On the
                          death of Employee, the beneficiary designated under
                          the Policy shall be entitled to receive the balance
                          of the proceeds of the Policy after deducting the
                          Liability.  Employee and Tiffany agree to conform the
                          beneficiary designation of the Policy to the
                          provisions hereof.





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<PAGE>   6
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement





                                  C.  Collection of Death Proceeds.  Promptly
                          following Employee's death, the parties shall take
                          all necessary steps to collect the proceeds of the
                          Policy by submitting the proper claim forms to the
                          Insurer.  Tiffany shall notify the Insurer, by
                          affidavit, of the amount of Liability of Employee to
                          Tiffany and the amount of proceeds payable to the
                          beneficiary designated by Employee under the Policy.
                          Such amounts shall be paid by the Insurer to Tiffany
                          and the beneficiary and such payments shall be a full
                          discharge of the Insurer binding on all parties
                          claiming any interest under the Policy.

                          6.  Termination of Agreement.

                                  A.  Termination Event.  Subject to
                          fulfillment of the obligations arising upon
                          termination hereinafter or hereinabove set forth,
                          this Agreement shall terminate on the first to occur
                          of the following events (each referred to as a
                          "Termination Event"):

                                           (i)     The death of Employee.

                                           (ii)    Termination of Employee's
                                           employment with Tiffany for any
                                           reason other than death, including
                                           retirement but excluding disability
                                           retirement, with or without cause.

                                           (iii)   At age 65 for an Employee 
                                           who is disabled under Article 9 of 
                                           this Agreement.

                                           (iv)    Written notice by Tiffany 
                                           to Employee.

                                           (v)     The bankruptcy, receivership
                                           or dissolution of Tiffany.

                                  B.  Disposition of Policy.  Within (60) days
                          following a Termination Event, other than death,
                          Employee shall pay to Tiffany the Liability.  Upon
                          receipt of such amount from Employee, Tiffany shall
                          take all steps necessary to release the Collateral
                          Assignment so that Employee shall own the policy free
                          of all encumbrances thereon in favor of Tiffany
                          arising under this Agreement.  If Employee does not
                          repay Tiffany the Liability within sixty (60) days of
                          a Termination Event, Tiffany, in Tiffany's sole
                          discretion, shall take the following action: Tiffany
                          shall withdraw from the Policy, by any means
                          available to Tiffany under the terms of the Policy as
                          Tiffany in its sole discretion deems advisable, an
                          amount equal to the Liability and thereafter release
                          the Collateral





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<PAGE>   7
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement





                          Assignment and otherwise take all steps necessary to
                          transfer its interest in the Policy to Employee,
                          without further consideration.


                          7.  Provisions Regarding the Insurer.

                                  A.  Bound By Policy.  The Insurer shall be
                          bound only by the provisions of the Policy and any
                          endorsement thereto.

                                  B.  Discharge.  Any payment made or actions
                          taken by the Insurer in accordance with the
                          provisions of the Policy and any endorsement thereto
                          shall fully discharge the Insurer from all claims,
                          suits, and demands of all persons whatsoever.

                                  C.  Insurer Not a Party.  The Insurer shall
                          not be deemed a party to, or have notice of, this
                          Agreement or the provisions hereof and shall have no
                          obligations to see to the performance of the
                          obligations of the parties hereunder.


                          8.  Special Provisions.

                          In compliance with the requirements of Employee
                          Retirement Income Security Act of 1974, as amended,
                          the parties hereby confirm:

                                  A.  Named Fiduciary.  Tiffany is the named
                          fiduciary of the split-dollar life insurance plan of
                          which this Agreement is the written instrument.

                                  B.  Funding.  The funding policy of the
                          split-dollar life insurance plan is that Tiffany will
                          pay that portion of the premiums under the Policy
                          required under Article 2 above.

                                  C.  ERISA Claim Procedure.  The following 
                          claims procedure shall be used:

                                           (i)   The claimant shall file a claim
                                           for benefits by notifying Tiffany in
                                           writing.  If the claim is wholly or
                                           partially denied, Tiffany shall
                                           provide a written notice within
                                           ninety (90) days specifying the
                                           reasons for the denial, the
                                           provisions of this Agreement on
                                           which the denial is based, and
                                           additional material or information,
                                           if any, necessary for the claimant
                                           to receive benefits.





1/20/94(3)                                                        6

<PAGE>   8
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement




                                           Such written notice shall also 
                                           indicate the steps to be taken by the
                                           claimant if review of the denial is
                                           desired.

                                           (ii) If the claim is denied and 
                                           review is desired, the claimant shall
                                           notify Tiffany in writing within
                                           sixty (60) days after receipt of the
                                           written notice of a denial of a
                                           claim.  In requesting a review, the
                                           claimant may review plan documents
                                           and submit written issues and
                                           comments the claimant feels are
                                           appropriate.  Tiffany shall then
                                           review the claim and provide a
                                           written decision within sixty (60)
                                           days of receipt of request for a
                                           review.  This decision shall state
                                           the specific reasons for the
                                           decision and shall include
                                           references to specific provisions of
                                           this Agreement, if any, upon which
                                           the decision is based.


                          9.  Disability

                          If Employee becomes disabled in accordance with any
                          Tiffany-sponsored disability benefits or disability
                          retirement program, the Agreement shall continue
                          until otherwise terminated in accordance with Article
                          6, Section A.

                          10.  Tiffany's Group Life Insurance Plan.

                          So long as this Agreement remains effective Tiffany
                          shall not be required under its Group Life Insurance
                          Plan, or any successor plan (the "Group Plan"), to
                          provide any death benefit to Employee's beneficiary
                          or estate and, in the event that Employee retires
                          from Tiffany while this Agreement remains effective,
                          to provide any death benefit under the Group Plan,
                          notwithstanding the benefits that would otherwise be
                          available to employees or retirees under the Group
                          Plan, and Employee hereby waives, on behalf of
                          Employee and his or her beneficiaries and estate, any
                          benefits under the Group Plan except as provided
                          herein.  The limitations and waiver contained in this
                          Section 10 are not applicable to coverage provided
                          under Tiffany's Accidental Death and Dismemberment
                          Insurance Plan.

                          11. Amendment.

                          This Agreement may be altered, amended, or modified,
                          including the addition of any extra policy
                          provisions, but only by a written instrument signed
                          by the parties hereto.





1/20/94(3)                                                        7

<PAGE>   9
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement




                          12. Assignment.

                          A party may assign such party's interest and
                          obligations under this Agreement at any time subject
                          to the terms and conditions of this Agreement.


                          13. Governing Law.

                          This Agreement shall be governed by the laws of the
                          State of New York.

                          14. Entire Agreement.

                          This Agreement sets forth the entire agreement of the
                          parties with respect to the subject matter hereof.
                          Any and all prior agreements or understandings with
                          respect to such matters are hereby superseded.





1/20/94(3)                                                        8

<PAGE>   10
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement





         IN WITNESS WHEREOF, the parties have signed and sealed this Agreement
as of the day and year first written above.


WITNESS:

                                         By
- - ------------------------------------       ------------------------------------
(Witness)                                                   (Employee)



ATTEST:                                    Tiffany and Company
                                                   ("Tiffany")


                                         By
- - ------------------------------------       ------------------------------------
(Witness)





1/20/94(3)                                                        9

<PAGE>   11
TIFFANY AND COMPANY
Split-Dollar Life Insurance Agreement





                       SPLIT-DOLLAR COLLATERAL ASSIGNMENT

A.       As collateral security for any and all liabilities incurred arising
         with respect to premium advances the undersigned Assignor hereby
         assigns, transfers and sets over to TIFFANY AND COMPANY, a New York
         corporation with its executive offices and principal place of business
         at 727 Fifth Avenue, New York, NY 10022 (herein called the "Assignee")
         its successors and assigns, the following listed rights in Policy #
         ____________________________________ and any supplementary contracts
         issued in connection therewith (said policy and contracts being herein
         called the "Policy") issued by the Connecticut General Life Insurance
         Company, Hartford, Connecticut, herein called the "Insurer" on the
         life of ____________________________________________________ (herein
         called the "Insured") subject to all terms and conditions contained in
         the Policy and to all superior liens, if any, which the Insurer may
         have against the Policy.  The Assignor by this instrument agrees and
         the Assignee by the acceptance of this assignment agrees to the terms
         and conditions herein set forth.

B.       It is expressly agreed that all rights in the Policy other than those
         specifically reserved and excluded below, including but not limited to
         the following are included in this assignment and pass by virtue
         hereof and may hereafter be exercised and enjoyed by the Assignee
         without notice to or consent of the Assignors.

         1.      The sole right to surrender the Policy and upon surrender to
                 receive the entire cash value thereof, including any dividend
                 credits outstanding;

         2.      The sole right to make and receive all loans or advances on
                 the Policy;

         3.      The sole right to collect and receive all distributions or
                 shares of surplus, dividend deposits or additions to the
                 Policy now or hereafter made or apportioned thereto, and to
                 exercise any and all options contained in the Policy with
                 respect thereto;

         4.      The sole right to exercise all non-forfeiture rights permitted
                 by the terms of the Policy or allowed by the Insurer and to
                 receive all benefits and advantages derived therefrom;

         5.      The sole right to collect from the Insurer any amount that may
                 be due upon maturity of the Policy during the lifetime of the
                 Insured; and

         6.      The sole right to collect from the Insurer any proceeds
                 payable under the Policy on the death of the Insured to the
                 extent of the Assignee's interest in the proceeds as provided
                 in paragraph D below.

C.       It is expressly agreed that the following specific rights, so long as
         the Policy has not been surrendered, are reserved and excluded from
         this assignment and do not pass by virtue hereof.

         1.      The right to designate and change the Beneficiary of the
                 Policy proceeds to the extent they exceed the Assignee's
                 interest in the proceeds as provided in paragraph D below;

         2.      The right to elect any optional method of settlement permitted
                 by the Policy or allowed by the Insurer with respect to any
                 amount that may be payable to the Beneficiary; and

         3.      The right to assign the Assignor's interest in the Policy.

        The reservation of these rights shall in no way impair the right of
        the Assignee to surrender the Policy completely with all its incidents
        or impair any other right of the Assignee hereunder, and any




<PAGE>   12
POLICY# ______________________    INSURED: _______________________


         designation or change of Beneficiary or election of a method of
         settlement shall be made subject to this assignment and to the rights
         of the Assignee hereunder.

D.       The Assignee's interest in any proceeds payable under the Policy on
         the death of the Insured shall be equal to the amount indicated in
         this paragraph and this assignment shall operate to transfer the
         interest of any Beneficiary in such proceeds to the Assignee to the
         extent of the Assignee's interest as indicated herein: (check one)

/ /      1.      An Amount equal to Net Cash Value/Cash Surrender Value under
                 the Policy.  Such value shall be determined as of the end of
                 the period for which premiums have been paid.

/ /      2.      As the Assignee's interest may appear.

         Any balance of the proceeds shall be paid to the Beneficiary of the
Policy.

E.       The Insurer is authorized to accept and to act upon any written
         statement signed by the Assignee as to its interest under the Policy
         and to disperse to the Assignee any funds claimed by it pursuant to
         this assignment without the consent of the Assignor or Beneficiary.
         Any payment so made to the Assignee shall fully release and discharge
         the Insurer to the extent of such payment.

F.       1.      The Insurer will record and file any assignment that is in
                 writing on a form satisfactory to the Insurer.  The Insurer
                 does not guarantee the validity or sufficiency of any form.
                 It provides this form only as a convenience to the parties
                 involved.

         2.      Complete in duplicate and send both copies to the Insurer.
                 One recorded copy will be returned for attachment to the
                 Policy.  BE SURE ALL APPROPRIATE BLANKS ARE FILLED IN AND
                 BOXES CHECKED.

         3.      This assignment contemplates that a separate written agreement
                 exists or will exist to specify the rights between or among
                 the Assignee and Assignor(s).

         4.      No assignment shall affect the Insurer until a copy thereof is
                 delivered to its Home Office.

         5.      The assignment is binding on the executors, administrators,
                 successors and assigns of the Assignor.

         6.      For new policies only: The undersigned Assignor is the
                 owner/applicant of the Policy of life insurance to be issued
                 pursuant to application # ______________ dated
                 _________________ on the life of _____________________, the
                 Insured, and authorizes the Insurer to insert the Policy
                 number in this collateral assignment after the Policy is
                 issued.

Dated at _____________________________, the _________ day of _______, 19



- - ------------------------------    -------------------------------
Witness                                            Assignor      


- - ------------------------------    -------------------------------
Witness                                            Assignee



                                        2

<PAGE>   13
Recorded and filed at the Home Office of the Insurer

On                                      By
  -----------------------------           -------------------------
                                                          Authorized Signature


                                        3



<PAGE>   1
                                                                    EXHIBIT 11.1































Tiffany & Co. Report on Form 10-K FY 1993

<PAGE>   2
Item 6.                      TIFFANY & CO. AND SUBSIDIARIES

EXHIBIT 11           STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

                          (in thousands, except per share data)





<TABLE>
<CAPTION>
                                                                            Years Ended                  
                                                         ------------------------------------------------
                                                         January 31,          January 31,      January 31,
                                                          1994                   1993             1992    
                                                         --------             -----------      -----------
<S>                                                      <C>                     <C>               <C>
PRIMARY EARNINGS PER SHARE:
Income/(loss) before cumulative effect
   of accounting change on which
   primary earnings per share
   are based                                             $(10,242)               $15,712           $31,805

Cumulative effect of accounting
   change for postretirement
   benefits other than pensions,
   net of tax effect of $4,625                                  -                      -            (6,335)
                                                         --------                -------            ------ 

Net income/(loss) on which primary
   earnings per share are based                          $(10,242)               $15,712           $25,470
                                                         ========                =======           =======
Weighted average number of shares on
 which primary earnings are based                          15,781                 15,786            15,835
                                                         ========                =======           =======
Primary income/(loss) per common share
 before cumulative effect of
 accounting change                                       $  (0.65)               $  1.00           $  2.01


Cumulative effect of accounting
 change for postretirement benefits
 other than pensions                                            -                      -             (0.40)
                                                         --------                -------           ------- 

Primary income/(loss) per common share                   $  (0.65)               $  1.00           $  1.61
                                                         ========                =======           =======
</TABLE>


<PAGE>   3

<TABLE>
<CAPTION>
                                                                             Years Ended                                    
                                                         ----------------------------------------------------
                                                         January 31,          January 31,        January 31,
                                                             1994                1993                1992   
                                                         -----------          -----------        -----------
<S>                                                       <C>                    <C>                 <C>
FULLY DILUTED EARNINGS PER SHARE:
Income/(loss) before cumulative effect
  of accounting change on which primary
  earnings per share are based                            $(10,242)              $15,712             $31,805

  Add:
   Interest
 and fees on convertible
   subordinated debt, net of
   applicable income taxes                                   1,844                 1,945               1,670
                                                          --------               -------              ------

Income/(loss) before cumulative effect of
   accounting change on which fully
   diluted earnings per share are based                     (8,398)               17,657              33,475

Cumulative effect of accounting
  change for postretirement benefits
  other than pensions, net of tax
  effect of $4,625                                               -                     -              (6,335)
                                                          --------               -------             ------- 

Net income/(loss) on which fully diluted
  earnings per share are based                            $ (8,398)              $17,657             $27,140
                                                          ========               =======             =======

Weighted average number of common
  shares used in calculating
  fully diluted earnings per share                          15,781                15,786              15,835

   Shares assumed upon conversion
   of convertible debt, using the
   "if converted" method                                       893                   893                 783
                                                          --------                ------             -------

Weighted average number of shares
    used in calculating fully diluted
    earnings per share                                      16,674                16,679              16,618
                                                          ========                ======             =======

Fully diluted income/(loss) per common
  share before cumulative effect of
  accounting change                                       $  (0.65)              $  1.00             $  2.01

Cumulative effect of accounting
  change for postretirement
  benefits other than pensions                                   -                     -               (0.40)
                                                          --------               -------             ------- 

Fully diluted net income/(loss) per
  common share                                            $  (0.65)              $  1.00             $  1.61
                                                          ========               =======             =======
</TABLE>



NOTE:  As a result of the 6 3/8% Convertible Subordinated Debenture's dilutive
       effect in future periods, fully diluted earnings per share reflects the
       weighted average number of common shares outstanding under the "if
       converted" method which assumes conversion as of the bond issuance date
       of the Debentures.  Since the "if converted" method had no effect on
       fully diluted earnings per share (anti-dilutive) for the years ending
       January 31, 1994, 1993 and 1992 primary earnings per share was used for
       financial statement presentation purposes.



<PAGE>   1
                                                                    EXHIBIT 13.1





Tiffany & Co. Report on Form 10-K FY 1993


<PAGE>   2
SELECTED FINANCIAL DATA

- - -------------------------------------------------------------------------------


The following table sets forth selected financial data with respect to the
Company for Fiscal 1987 - Fiscal 1993.  All share and per share data have been
retroactively adjusted to reflect the three-for-two split of the Company's
common stock effected in the form of a share distribution ("stock dividend") in
Fiscal 1989.



<TABLE>
<CAPTION>
(in thousands, except                     FISCAL       Fiscal     Fiscal     Fiscal     Fiscal     Fiscal     Fiscal
per share amounts and employees)            1993         1992       1991       1990       1989       1988       1987
- - --------------------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>        <C>        <C>        <C>        <C>        <C>
Net sales                               $566,501     $486,396   $491,906   $455,712   $383,964   $290,344   $230,488
Gross profit                             232,882      237,033    243,009    223,600    191,683    144,511    112,140
Income/(loss) from operations            (10,029)      26,741     61,028     67,806     60,977     44,193     33,691
Income/(loss) before accounting                               
  change and extraordinary item          (10,242)      15,712     31,805     36,661     33,305     24,901     16,820
Income/(loss) per share before                                
  accounting change and                                       
  extraordinary item:                                         
  Primary                                  (0.65)        1.00       2.01       2.34       2.13       1.62       1.17
  Fully diluted                            (0.65)        1.00       2.01       2.34       2.13       1.62       1.17
Cash dividends per share                    0.28         0.28       0.28       0.26       0.18       0.10          -
Weighted average number of                                    
  common shares (primary)                 15,781       15,786     15,835     15,694     15,606     15,332     14,300
Net inventories                          262,282      224,151    213,435    173,964    142,545    103,771
     70,778
Working capital                          212,266      199,334    159,466    131,219    112,735     81,829     66,772
Capital expenditures                      18,028       22,754     41,385     24,835     14,040      9,680      1,895
Total assets                             504,409      419,355    394,882    307,268    237,061    162,648    126,669
Short-term borrowings                     59,289       22,458     43,566     31,046     14,339      7,253          -
Long-term debt                           101,500      101,500     50,000     18,226     18,226          -          -
Stockholders' equity                     189,081      204,806    200,039    176,183    135,568     99,193     71,621

Number of employees                        3,133        2,865      2,735      2,379      2,085      1,741      1,324
</TABLE>
                         


SALES BY CHANNEL OF DISTRIBUTION


<TABLE>
<CAPTION>
                                          FISCAL       Fiscal     Fiscal     Fiscal     Fiscal     Fiscal     Fiscal
(in thousands)                              1993         1992       1991       1990       1989       1988       1987
- - --------------------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>        <C>        <C>        <C>        <C>        <C>
U.S. Retail                             $268,706     $241,127   $225,248   $227,585   $218,358   $192,896   $154,511
Direct Marketing                          87,429       89,541     82,390     73,461     69,721     59,414     54,566
International Retail                     210,366      155,728    184,268    154,666     95,885     38,034     21,411
                                        ----------------------------------------------------------------------------
Net sales                               $566,501     $486,396   $491,906   $455,712   $383,964   $290,344   $230,488
                                        ============================================================================


(percentage of net sales)
U.S. Retail                                 47.4%        49.6%      45.8%      50.0%      56.9%      66.4%      67.0%
Direct Marketing                            15.5         18.4       16.7       16.1       18.1       20.5       23.7
International Retail                        37.1         32.0       37.5       33.9       25.0       13.1        9.3
                                        ----------------------------------------------------------------------------
Net sales                                  100.0%       100.0%     100.0%     100.0%     100.0%     100.0%     100.0%
                                        ============================================================================
</TABLE>





Tiffany & Co. and Subsidiaries
                                                                10

<PAGE>   3


MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

- - -------------------------------------------------------------------------------




RESULTS OF OPERATIONS
NET SALES

The Company operates three channels of distribution: U.S. Retail includes
retail sales in Company-operated stores in the U.S. and wholesale sales to
independent retailers in North America; Direct Marketing includes corporate
(business-to-business) and catalog sales, and International Retail includes
retail sales through Company-operated stores and boutiques, corporate sales,
and wholesale sales to independent retailers and distributors, primarily in the
Far East, Europe, Canada and the Middle East.

Net sales (before the product return for the Japan realignment in 1993,
discussed below) increased 16.5% in Fiscal 1993 and decreased 1.1% in Fiscal
1992.

U.S. Retail sales increased 11.4% in Fiscal 1993 and 7.0% in Fiscal 1992.  
Comparable U.S. store sales increased 7.6% in Fiscal 1993 and 3.2% in Fiscal
1992, primarily resulting from sales growth in the Company's U.S. branch
stores.  The New York store contributed sates of $117.7 million, $115.0 million
and $111.9 million in Fiscal 1993, 1992 and 1991, respectively.  Management
believes that sales in its U.S. retail stores in Fiscal 1993 benefitted from
enhanced merchandising, marketing and customer service programs, as well as
from some improvement in reported consumer confidence levels.  Overall sales
growth in both Fiscal 1993 and 1992 was primarily attributable to increased
sales to local-resident consumers, as opposed to tourists, although growth in
some markets was restrained by cautious consumer spending tied to regional
economic conditions.  Sales to international tourists as a percentage of retail
store sales in the U.S. were approximately 15%, 15% and 22% in Fiscal 1993,
1992 and 1991, respectively.  The Company opened one new U.S. TIFFANY & CO.
store and closed one boutique in Fiscal 1993, and opened three new U.S. stores
in Fiscal 1992.  Wholesale trade and fragrance sales accounted for 7.8%, 8.4%
and 9.1% of U.S. Retail sales in Fiscal 1993, 1992 and 1991, respectively.

Direct Marketing sales declined 2.4% in Fiscal 1993 following an 8.6% increase
in Fiscal 1992.  Corporate sales (the larger portion of this channel of
distribution) declined in Fiscal 1993 after increasing in Fiscal 1992.
Management believes that corporate sales have been affected by conservative
spending related to an uncertain business and economic environment.  This was
evidenced by a decline in the average corporate order size in both years,
although the number of orders rose.  Catalog sales increased in both years,
although only modestly in Fiscal 1993.  The Company mailed 14.1 million, 12.9
million and 12.4 million catalogs in Fiscal 1993, 1992 and 1991, respectively.  
Despite the increase in catalogs mailed, management attributes the smaller
sales growth in Fiscal 1993 to a lower catalog response rate and a lower
average order size, following increases in both statistics in Fiscal 1992.

International Retail sales increased 35.1% in Fiscal 1993 following a 15.5%
decline in Fiscal 1992.  Sales in Fiscal 1993 are not comparable to Fiscal 1992
because of the Japan realignment discussed below.

In July 1993, the Company effected a realignment of its business in Japan by
assuming the merchandising and marketing responsibilities for each of the 29
TIFFANY & CO. boutiques in Japan previously operated by Mitsukoshi Ltd., an
operator of department stores in Japan.  As part of this transaction, the
Company agreed to repurchase  $115.0 million of merchandise previously sold to
Mitsukoshi.  As a consequence, the Company recorded a  $115.0 million provision
for product return in the second quarter of 1993 which reduced gross profit by
$57.5 million and reduced net income by $32.7 million (net of income tax
benefit of $24.8 million), or $2.07 per share.  At January 31, 1994,
approximately  $30.0 million of merchandise remained to be repurchased
throughout the period ending February 28, 1998.  No further charges or sales
reversals are anticipated in connection with this transaction.  Under the new
arrangement, Mitsukoshi no longer purchases TIFFANY & CO. merchandise on a
wholesale basis for resale in Japan.  Instead, Mitsukoshi acts for the Company
in the sale of merchandise owned by the Company and the Company recognizes as
revenues the retail price charged to the ultimate consumer in Japan, as opposed
to the wholesale price previously charged to Mitsukoshi.  As a result, the
Company's reported sales in Fiscal 1993 showed a significant increase due to
the Japan realignment.  The Company now holds inventories for sale, establishes
retail prices, bears the risk of currency




                                                  Tiffany & Co. and Subsidiaries

                                       11

<PAGE>   4
fluctuations, provides one or more brand managers in each boutique, controls
merchandising and display within the boutiques, manages inventory and controls
and funds all advertising and publicity programs with respect to TIFFANY & CO.
merchandise.  Mitsukoshi is paid at the rate of approximately 27% of retail
sales in compensation for providing boutique facilities and sales and clerical
staff, as well as for the collection of receivables and security of store
inventories.  The new arrangement entails greater seasonality in sales for the
Company than did the prior wholesale arrangement with Mitsukoshi.  The Company
is experiencing greater expenses in Japan under the new arrangement, but is
also recording higher revenues at the retail level.  In general, management
believes that the Company's increased revenues and corresponding gross profit
more than offset the increased expenses.  In addition, as a result of this
business realignment in Japan, the Company's reported sales and earnings
results benefit from a strengthening Japanese yen and are adversely affected by
a strengthening U.S. dollar.  However, in early Fiscal 1994, the Company
initiated a foreign currency hedging program intended to minimize the negative
impact of changes in the dollar-yen relationship on the Company's financial
results.

For the International Retail channel of distribution, management believes that
prolonged, soft economic conditions and cautious consumer spending affected the
retail sales performance of many of its locations in Fiscal 1993 and 1992.
When measured in yen, retail sales in TIFFANY & CO. boutiques in Japan open
more than one year declined in both Fiscal 1993 and 1992.  In Fiscal 1992, the
Company's sales were negatively affected by lower wholesale shipments resulting
from Mitsukoshi's decision to reduce its inventory levels to address soft
consumer demand.  International Retail sales in both Fiscal 1993 and 1992 were
also adversely affected by weak results in most of the Company's European
stores.  In Fiscal 1993, the Company opened a second TIFFANY & CO. store in
Singapore and two Company-operated boutiques were opened in Japan.  Two
boutiques were also opened by independent retailers in Saipan and the
Philippines.  In Fiscal 1992, five TIFFANY & CO. boutiques were opened in Japan
and two boutiques were opened by an independent retailer in Korea.  The Company
plans to open additional international locations in the future, however, due to
the significant number of TIFFANY & CO. boutiques now operated by the Company
in Japan, future openings in that country are expected to occur at a modest
rate.

GROSS MARGIN

Gross margin (gross profit as a percentage of net sales), excluding the
nonrecurring charge related to the Japan realignment, was 51.3% in Fiscal 1993,
48.7% in Fiscal 1992 and 49.4% in Fiscal 1991.  Management attributes the
increase in Fiscal 1993 primarily to the effect of recording higher revenues at
the retail level in Japan.  Management attributes the decline in Fiscal 1992 to
shifts in sales mix across product categories that achieve varying levels of
gross margins.  Management anticipates a continued higher gross margin compared
with the prior year until the first anniversary of the Japan business
realignment in July 1994.

OPERATING EXPENSES

Fiscal 1993 operating expenses (selling, general and administrative expenses
and the provision for uncollectible accounts) increased 15.5% over Fiscal 1992,
which had increased 15.6% over Fiscal 1991.  The increase in Fiscal 1993 was
largely attributable to staffing-related expenses due to the Japan business
realignment.  In addition, a portion of the increase in Fiscal 1993 and most
of the increase in Fiscal 1992 resulted from incremental occupancy, staffing
and marketing expenses related to the Company's worldwide expansion program.
In Fiscal 1992, additional pre-tax charges were recorded in the fourth quarter
which were related to the anticipated closing of two retail locations and a
reduction in worldwide staff levels as part of an expense reduction effort.
Based on current expansion plans and the annualization of Japan retail-related
expenses during the first half of Fiscal 1994, management expects that
operating expenses in Fiscal 1994 will increase at a somewhat higher rate than
in Fiscal 1993.

INTEREST EXPENSE

Interest expense rose in Fiscal 1993 and 1992 as a result of higher borrowings
to support the Company's worldwide expansion program, which necessitated
incremental operating expenses, inventories and capital expenditures, as well
as the effect of the Company's Japan business realignment in 1993.  A
significant portion of the Company's year-end Fiscal 1993 short-term borrowings
are denominated in Japanese yen and are used to support the local working



                                      12

<PAGE>   5
capital requirements of the Company's Japan operations.  Management expects
interest expense will increase in Fiscal 1994 primarily due to the
annualization of year-end Fiscal 1993 debt levels.

INCOME TAXES

The provision for income taxes resulted in an effective tax rate of 43.1% in
Fiscal 1993, compared with 21.1% in Fiscal 1992 and 42.2% in Fiscal 1991.  The
low effective tax rate in Fiscal 1992 primarily resulted from an adjustment to
tax reserves that had been established for the Company's 1985-1988 fiscal years
(see Note L to Consolidated Financial Statements).

ACCOUNTING STANDARDS

In November 1992, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 112, "Accounting for Postemployment
Benefits."  The adoption of this new standard, required for the fiscal year
ending January 31, 1995, is not expected to have a material effect on the
Company's consolidated results of operations or financial condition.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Management believes the Company's financial condition at January 31, 1994
provides sufficient liquidity and resources to support current operations and
planned expansion.

Working capital and the corresponding current ratio were $212.3 million and
2.4:1 at January 31, 1994, compared with $199.3 million and 3.2:1 at January
31, 1993.  Accounts receivable increased 31.0% in Fiscal 1993, following a 0.6%
decline in Fiscal 1992.  The Fiscal 1993 increase was primarily due to higher
sales levels and receivables in Japan due to the business realignment.  
Inventories, which are the largest component of working capital, increased 17.0%
in Fiscal 1993 and 5.0% in Fiscal 1992.  The Fiscal 1993 increase primarily
reflected the repurchase of inventories from Mitsukoshi related to the Japan
business realignment, partially offset by reductions in comparable store
inventory levels elsewhere.  The Fiscal 1992 increase was necessary to support
the opening and expansion of Company-owned locations, as well as for expanded
internal manufacturing operations and new product introductions.  The Company's
objective is to further reduce worldwide comparable store inventory levels in
Fiscal 1994, in order to improve inventory turnover and asset productivity.

Capital expenditures were $18.0 million in Fiscal 1993, compared with $22.8
million in Fiscal 1992 and $41.4 million in Fiscal 1991.  These expenditures
were primarily required for the opening of new stores and boutiques and the
expansion of certain existing stores, as well as for the renovation and
expansion of administrative office facilities and the purchase of equipment for
enhanced computer operations and distribution capabilities.  The decline in
Fiscal 1993 and 1992 reflected a decelerated rate of growth in store expansion
in those periods.  Based on current expansion plans, the Company expects
capital expenditures in Fiscal 1994 to increase to approximately $25.0 million.

Cash dividends of $0.28 per share of common stock were paid in Fiscal 1993,
1992 and 1991.  The Company expects to retain the majority of its earnings to
support its business and future expansion.

As a result of the Company's expansion program, as well as the effect of the
1993 realignment of its Japan business, total debt (short-term borrowings and
long-term debt) increased in both Fiscal 1993 and 1992.  Total debt and the
corresponding ratio to total capital (total debt and stockholders' equity) were
$160.8 million and 46.0%, respectively, at January 31, 1994, compared with
$124.0 million and 37.7%, respectively, at January 31, 1993.  The Company also
has a long-term trade payable of $25.4 million at January 31, 1994, payable to
Mitsukoshi February 28, 1998, relating to certain merchandise repurchased under
the Japan business realignment.

The Company's sources of working capital continue to be internally generated
funds, as well as funds available under a $100.0 million revolving credit
facility and a yen 2.5 billion (approximately $23.1 million) line of credit.
Management anticipates that these sources of funds will be sufficient to
support planned worldwide business expansion, as well as seasonal working
capital increases typically required during the third and fourth quarters of
the year.

SEASONALITY

The Company's business is seasonal in nature with the fourth quarter typically
representing a proportionally greater percentage of annual sales, income from
operations and net income.  Management expects such seasonality to continue in
the future.

                                      13

<PAGE>   6
CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                                 Years Ended January 31,  
                                                                           -----------------------------------------------
(in thousands, except per share amounts)                                       1994               1993               1992
<S>                                                                        <C>                <C>                <C>
- - --------------------------------------------------------------------------------------------------------------------------
Net Sales                                                                  $566,501           $486,396           $491,906
Product return for Japan realingment                                       (115,000)                --                 --
                                                                           ----------------------------------------------- 
                                                                            451,501            486,396            491,906
Cost of goods sold                                                          276,119            249,363            248,897
Cost related to product return for Japan realignment                        (57,500)                --                 --
                                                                           -----------------------------------------------    
Gross Profit                                                                232,882            237,033            243,009
Selling, general and administrative expenses                                240,283            209,140            180,939
Provision for uncollectible accounts                                          2,628              1,152              1,042
                                                                           -----------------------------------------------
Income/(loss) from operations                                               (10,029)            26,741             61,028
Interest expense and financing costs                                          9,562              7,231              6,337
Other income                                                                  1,591                415                375
                                                                           ----------------------------------------------- 
Income/(loss) before income taxes                                           (18,000)            19,925             55,066
(Benefit)/provision for income taxes                                         (7,758)             4,213             23,261 
                                                                           ----------------------------------------------- 
Income/(loss) before cumulative effect of accounting change                 (10,242)            15,712             31,805
Cumulative effect of accounting change for postretirement
 benefits other than pensions, net of tax effect of $4,625                       --                 --             (6,335)
                                                                           ----------------------------------------------- 
NET INCOME/(LOSS)                                                          $(10,242)          $ 15,712           $ 25,470
                                                                           ==============================================
 
Per share data:
Primary:

Income/(loss) before cumulative effect of accounting change                $  (0.65)          $   1.00           $   2.01

Cumulative effect of accounting change for
 postretirement benefits other than pensions                                     --                 --              (0.40)
                                                                           ----------------------------------------------- 
Net income/(loss)                                                          $  (0.65)          $   1.00           $   1.61
                                                                           =============================================== 
Fully diluted:
Income/(loss) before cumulative effect of accounting change                $  (0.65)          $   1.00           $   2.01
Cumulative effect of accounting change for
 postretirement benefits other than pensions                                     --                 --              (0.40)
                                                                           ----------------------------------------------- 
Net income/(loss)                                                          $  (0.65)          $   1.00           $   1.61
                                                                           =============================================== 
Weighted average number of common shares:
Primary                                                                      15,781             15,786             15,835
Fully diluted                                                                16,674             16,679             16,618
</TABLE>


See notes to consolidated financial statements


Tiffany & Co. and Subsidiaries
                                                                14

<PAGE>   7
CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
 (in thousands)         
                                                                                   January 31,
                                                                   ---------------------------
                                                                         1994            1993*
- - ---------------------------------------------------------------------------------------------- 
<S>                                                                   <C>            <C>
ASSETS
Current assets:
Cash and short-term investments                                       $  4,994       $  6,672
Accounts receivable, less allowances of $4,170 and $7,293)              67,330         51,378
Income tax receivable                                                   12,517             --
Inventories                                                            262,282        224,151
Prepaid expenses                                                        17,718         11,207
                                                                      ----------------------- 
Total current assets                                                   364,841        293,408
Property and equipment, net                                             97,365         94,454
Deferred income taxes                                                   15,404          5,723
Other assets, net                                                       26,799         25,770
                                                                      -----------------------
                                                                      $504,409       $419,355
                                                                      =======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                                 $ 59,289       $ 22,458
Accounts payable and accrued liabilities                                79,980         63,619
Income taxes payable                                                     6,359          2,679
Merchandise and other customer credits                                   6,947          5,318
                                                                       ----------------------
Total current liabilities                                              152,575         94,074
Long-term trade payable                                                 25,394             --
Reserve for product return                                              13,663             --
Long-term debt                                                         101,500        101,500
Deferred income taxes                                                    6,758          3,858
Postretirement benefit obligation                                       14,320         12,960
Other long-term liabilities                                              1,118          2,157

Commitments and contingencies

Stockholders' equity:
Common stock, $.01 par value; authorized
 30,000 shares, issued 15,660 and 15,620                                   157            156
Additional paid-in capital                                              70,498         69,553
Retained earnings                                                      126,082        140,705
Foreign currency translation adjustments                                (7,656)        (5,608)
                                                                      -----------------------
Total stockholders' equity                                             189,081        204,806
                                                                      -----------------------
                                                                      $504,409       $419,355
                                                                      =======================
</TABLE>


*Reclassified for comparative purposes.
 See notes to consolidated financial statements.



                                                  Tiffany & Co. and Subsidiaries
                                      15

<PAGE>   8
CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                                  Years Ended January 31,  
                                                                           -----------------------------------------------
(in thousands)                                                                 1994             1993*               1992*
- - -------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income/(loss)                                                         $(10,242)          $15,712             $25,470
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                                             13,587            11,425               8,134
  Provision for uncollectible accounts                                       2,628             1,152               1,042
  Provision for product return                                              57,500                --                  --
  Reduction in reserve for product return                                  (43,837)               --                  --
  Provision for inventories                                                  3,833             2,020               2,189
  Provision for operational realignment                                         --             7,000                  --
  Deferred income taxes                                                     (7,181)           (4,596)             (4,111)
  Income tax receivable                                                    (12,517)               --                  --
  Postretirement benefit provision                                           1,550             1,600              11,960
  (Increase)/decrease in assets and increase/
    (decrease) in liabilities, net of acquisitions:
  Accounts receivable                                                      (18,317)           (1,976)             (9,747)
  Inventories                                                              (15,792)          (17,586)            (42,841)
  Prepaid expenses                                                          (7,193)            1,474                (647)
  Other assets, net                                                         (1,850)           (7,278)             (5,068)
  Accounts payable and accrued liabilities                                  13,943           (10,578)              8,418
  Income taxes payable                                                       3,044            (4,906)             (1,689)
  Merchandise and other customer credits                                     1,629               631                (545)
  Other long-term liabilities                                                 (798)              352                 246
                                                                          ----------------------------------------------
Total adjustments to net income                                             (9,771)          (21,266)            (32,659)
                                                                          ----------------------------------------------
Net cash used in operating activities                                      (20,013)           (5,554)             (7,189)
                                                                          ----------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                       (18,028)          (22,754)            (41,385)
Acquisitions, net of cash acquired                                              --              (945)             (1,382)
Other                                                                        2,450             4,310               4,218
                                                                          ----------------------------------------------
Net cash used in investing activities                                      (15,578)          (19,389)            (38,549)
                                                                          ----------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase/(decrease) in short-term borrowings                                37,348           (21,200)             12,052
Proceeds from debt offering                                                     --            51,500              50,000
Decrease in long-term debt                                                      --                --             (18,226)
Proceeds from exercise of stock options                                        569             1,095               2,013
Tax benefit from exercise of stock options                                     377               619               3,572
Cash dividends on common stock                                              (4,381)           (4,371)             (4,344)
                                                                          ----------------------------------------------
Net cash provided by financing activities                                   33,913            27,643              45,067
                                                                          ----------------------------------------------
Net(decrease)/increase in cash and short-term investments                   (1,678)            2,700                (671)
Cash and short-term investments at beginning of year                         6,672             3,972               4,643
                                                                          ----------------------------------------------
Cash and short-term investments at end of year                            $  4,994           $ 6,672             $ 3,972
                                                                          ==============================================
</TABLE>


*Reclassified for comparative purposes.
 See notes to consolidated financial statements


Tiffany & Co. and Subsidiaries
                                                                16
   

<PAGE>   9
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                                         
                                          Total                                                    Foreign
                                          Total          Common Stock    Additional                Currency     Treasury Stock
                                  Stockholders'     -----------------    Paid-in     Retained    Translation   ----------------
(in thousands)                          Equity      Shares     Amount    Capital     Earnings    Adjustments   Share     Amount
- - -------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>          <C>      <C>         <C>         <C>           <C>       <C>
Balance, January 31, 1991            $176,183      15,672       $157     $62,094     $108,238    $5,785        (299)     $(91)
Issuance of common stock                  250           6          -         250            -         -           -         -
Exercise of stock options               2,013         187          2       2,011            -         -           -         -
Tax benefit from exercise of
  stock options                         3,572           -          -       3,572            -         -           -         -
Cash dividends on
  common stock                         (4,344)          -          -           -       (4,344)        -           -         -
Foreign currency translation
  adjustments                          (3,105)          -          -           -            -    (3,105)          -         -
Net income                             25,470           -          -           -       25,470         -           -         -
                                     -----------------------------------------------------------------------------------------
Balances, January 31, 1992            200,039      15,865        159      67,927      129,364     2,680        (299)      (91)


Exercise of stock options               1,095          54          -       1,095            -         -           -         -
Tax benefit from exercise of
  stock options                           619           -          -         619            -         -           -         -

Cash dividends on
  common stock                         (4,371)          -          -           -       (4,371)        -           -         -
Foreign currency translation
  adjustments                          (8,288)          -          -           -            -    (8,288)          -         -

Retirement of treasury stock                -        (299)        (3)        (88)           -         -         299        91

Net income                             15,712           -          -           -       15,712         -           -         -
                                    ------------------------------------------------------------------------------------------
Balances, January 31, 1993            204,806      15,620        156      69,553      140,705    (5,608)          -         -

Exercise of stock options                 569          40          1         568            -         -           -         -
Tax benefit from exercise of
  stock options                           377           -          -         377                      -           -         -


Cash dividends on
  common stock                         (4,381)          -          -           -       (4,381)        -           -         -

Foreign currency translation
  adjustments                          (2,048)          -          -           -            -    (2,048)          -         -
Net Loss                              (10,242)          -          -           -      (10,242)        -           -         -
                                     -----------------------------------------------------------------------------------------
Balances, January 31, 1994           $189,081      15,660       $157     $70,498     $126,082   $(7,656)          -         -
                                     =========================================================================================
</TABLE>



See notes to consolidated financial statements.




                                                 Tiffany & Co. and Subsidiaries
                                      17

<PAGE>   10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A.       SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Tiffany & Co. and
all majority-owned domestic and foreign subsidiaries (the "Company") after
elimination of all material intercompany balances and transactions.

CASH AND SHORT-TERM INVESTMENTS AND SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION

Short-term investments with an original maturity of 90 days or less are
considered cash equivalents.  The carrying amount of these instruments
approximates fair value due to their short-term maturity.

Supplemental cash flow information for the years ended January 31, 1994, 1993
and 1992 is as follows:


<TABLE>
<CAPTION>
(In thousands)                                           1994               1993             1992
<S>                                                    <C>               <C>              <C>
Cash paid during
   the year for:
Interest                                               $8,714            $ 6,571          $ 2,822
                                                       ==========================================
Income taxes                                           $5,535            $13,932          $20,947
                                                       ==========================================
Details of businesses
  acquired in purchase
  transactions were as follows:

Fair value of
  assets acquired                                      $   -             $ 1,284          $ 2,633
Less: Liabilities assumed                                  -                 339            1,079
                                                       ------------------------------------------
Cash paid for
  acquisitions                                             -                 945            1,554
Less: Cash acquired                                        -                   -              172
                                                       ------------------------------------------
Net cash paid for
  acquisitions                                         $   -             $   945          $ 1,382
                                                       ==========================================
</TABLE>



RECEIVABLES AND FINANCE CHARGES

Accounts receivable finance charge income on retail revolving charge accounts
is included as a reduction in selling, general and administrative expenses.

The Company's domestic and international presence and large diversified
customer base serve to limit overall credit risk.  The Company maintains
reserves for potential credit losses and such losses, in the aggregate, have
not exceeded expectations.

INVENTORIES

Inventories are valued at the lower of cost or market, with cost being
determined by the LIFO (last-in, first-out) method for domestic and foreign
branch inventories and the FIFO (first-in, first-out) method for inventories
held by foreign subsidiaries.

PROPERTY AND EQUIPMENT

Property and equipment is depreciated on a straight-line basis over the
estimated useful lives of the assets.  Leasehold improvements are amortized
over the shorter of the useful lives of the improvements or the terms of the
related leases.

Expenditures for repairs and maintenance are charged to operations as incurred,
and expenditures for major renewals and betterments are capitalized.

PREOPENING COSTS

Costs associated with the opening of new retail stores are charged to
operations in the period incurred.

INCOME TAXES

The Company, its domestic subsidiaries and its foreign branches file a
consolidated Federal income tax return.  Certain items of revenue and expense
are reported for Federal income tax purposes in different periods than for
financial reporting purposes, thereby resulting in deferred income tax items.

FOREIGN CURRENCY TRANSLATION

In accordance with Statement of Financial Accounting Standards No. 52, assets
and liabilities of foreign operations are translated into U.S. dollars using
current exchange rates in effect at the balance sheet date, while revenue and
expense accounts are translated at average rates of exchange prevailing during
the period.  Adjustments resulting from such translation are included as a
separate component of stockholders' equity.

The Company recognized approximately $1,534,000 of net foreign currency
transaction gains (included in Other income) related to its foreign operations
for the year ended January 31, 1994.  Gains or losses resulting from foreign
currency transactions were not material for the years ended January 31, 1993
and 1992.

GOODWILL

Goodwill represents the excess of cost over fair value of net assets acquired
and is being amortized over 20 years using


Tiffany & Co. and Subsidiaries
                                      18

<PAGE>   11
the straight-line method.  At January 31, 1994 and 1993, the remaining
unamortized amounts of $6,974,000 and $7,383,000, respectively, are included in
Other assets, net.

B.  OPERATIONAL REALIGNMENT

During the year ended January 31, 1994, the Company realigned its business with
Mitsukoshi Ltd. in Japan (see Note H).

During the year ended January 31, 1993, the Company charged $7,000,000 to
operations which included a selective realignment of store operations and the
implementation of improved organizational efficiencies leading to a reduction
in worldwide staff levels.

C.  INVENTORIES


<TABLE>
<CAPTION>
(in thousands)                                     1994                       1993
- - ----------------------------------------------------------------------------------
<S>                                            <C>                        <C>
Finished goods                                 $219,010                   $188,609
                                    
Raw materials                                    40,210                     33,616
                                    
Work in process                                   5,097                      4,076
                                               -----------------------------------
                                                264,317                    226,301
                                    
Reserves                                         (2,035)                    (2,150)
                                               -----------------------------------
                                               $262,282                   $224,151
                                               ===================================
</TABLE>
                            


At January 31, 1994 and 1993, $177,379,000 and $193,362,000, respectively, of
inventories were valued using the LIFO method.  The excess of current cost over
the LIFO inventory value was $8,470,000 and  $6,871,000 at January 31, 1994 and
1993, respectively.  The LIFO valuation method had the effect of increasing the
net loss by $0.06 per share for the year ended January 31, 1994 and decreasing
net income by $0.01 and $0.03 per share for the years ended January 31, 1993
and 1992, respectively.

D.  PROPERTY AND EQUIPMENT


<TABLE>
<CAPTION>
(in thousands)                               1994                    1993
- - -------------------------------------------------------------------------
<S>                                      <C>                     <C>
Leasehold improvements                   $ 81,214                $ 74,870
Office equipment                           26,613                  26,574
Machinery and equipment                    26,184                  18,858
                                         --------------------------------
                                          134,011                 120,302
Accumulated depreciation                                   
  and amortization                        (36,646)                (25,848)
                                         --------------------------------
                                         $ 97,365                $ 94,454
                                         ================================
</TABLE>
                                                   


For the years ended January 31, 1994, 1993 and 1992, the provision for
depreciation and amortization amounted to $11,947,000, $9,928,000 and
$7,024,000, respectively.


E.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES


<TABLE>
<CAPTION>
(in the thousands)                      1994                1993
- - ----------------------------------------------------------------
<S>                                  <C>                 <C>
Accounts payable-trade               $40,476             $30,631
Accrued rent payable                   6,777               5,325
Accrued compensation and                          
 commissions                           5,906               5,313
Retail sales taxes                     2,333               2,233
Other                                 24,488              20,117
                                     ---------------------------           
                                     $79,980             $63,619
                                     ===========================
</TABLE>
                                          


F.  DEBT

On January 29, 1993, the Company entered into an agreement with a group of
lenders to issue, at par, $51,500,000 of 7.52% Senior Notes Due 2003.  The Note
Purchase Agreements (the "Note Agreements") require maintenance of specific
financial covenants and ratios, and limit certain payments, investments and
indebtedness, in addition to other requirements customary in such
circumstances.  The Note Agreements also provide that, in the event a default
has occurred under any debt of the Company in excess of $1,000,000, the unpaid
principal amount of these Senior Notes may become immediately due and payable.
The proceeds from this loan were used entirely to repay short-term indebtedness
under the Company's revolving credit facility (the "Credit Facility").  As of
January 31, 1994, the fair value of the Company's Senior Notes was estimated to
be $54,278,000 based upon the quoted market prices of comparable instruments.

On January 31, 1993, the Company entered into a three-year $50,000,000 interest
rate swap agreement.  In addition to the interest on the 7.52% Senior Notes,
the Company will pay the six-month LIBOR rate, adjusted every six months, and
will receive a fixed rate of 5.30%.  The interest rate swap agreement had the
effect of reducing interest by approximately $891,000 for the year ended
January 31, 1994.

On March 19, 1991, the Company completed a Euro-offering of $50,000,000, at
par, of 6 3/8% Convertible Subordinated Debentures Due 2001 (the "Debentures")
issued pursuant to an Indenture (the "Indenture"), which are convertible into
shares of the Company's common stock at a conversion price of $56.00, subject
to certain adjustments, and are subordinated in right of payment to all
existing and future senior indebtedness of the Company.  The Deben-

                                       19

<PAGE>   12
tures are redeemable at the option of either the Company or the holder under
certain circumstances.  The Indenture contains a cross-default provision
relating to an event of default under any of the Company's debt agreements
whereby outstanding debt in excess of $3,000,000 has been accelerated and such
acceleration has not been rescinded within 10 days after notification.  In
addition, the Indenture requires the Debentures to be collateralized equally
and ratably with any collateralized subordinated debt of the Company.  As of
January 31, 1994, the fair value of the Company's Debentures was estimated to
be $50,000,000, based upon the quoted market price of this instrument.

The Company also maintains a $100,000,000 Credit Facility expiring July 1995,
which it uses to support short-term borrowings.  The Credit Facility entitles
the Company to borrow up to $20,000,000 on a non-collateralized basis from each
of five banks at interest rates based upon Eurodollar rates, a prime rate,
certificate of deposit rates or money market rates.  During the years ended
January 31, 1994 and 1993, interest rates ranged from 1.35% to 10.95% and 3.25%
to 11.95% respectively.  Each Credit Facility agreement provides for the
payment of an annual commitment fee based on unused amounts and contains
covenants that require maintenance of specific net worth, working capital and
capital expenditure levels, in addition to other requirements customary in such
circumstances.  In addition, each Credit Facility agreement contains a
cross-default provision relating to an event of default under any debt of the
Company which exceeds $100,000.

In connection with the Company's realignment of its business in Japan, the
Company modified certain covenants of the Note Agreements and Credit Facility
and received a waiver of compliance with respect to certain of the Credit
Facility's financial covenant requirements through January 31, 1994.  The
Company expects to be in compliance with its modified financial covenant
requirements.

During the year ended January 31, 1994, the Company established a yen
2,500,000,000 (approximately $23,100,000) non-collateraliled line of credit
expiring in July 1995.  This line of credit bears interest at a Euroyen rate
plus 55 basis points.  At January 31, 1994, the Company had yen 2,000,000,000
(approximately $18,500,000) outstanding at an average rate of 2.91% under this
line.

G.  COMMITMENTS AND CONTINGENCIES

The Company leases certain office, distribution, retail and manufacturing
facilities.  The leases, which expire at various dates through 2009, also
provide for the payment of taxes, insurance and maintenance, and certain leases
contain escalation clauses resulting from the pass-through of increases in
operating costs, property taxes and consumer price indices.

Rent-free periods granted under certain leases, including scheduled rent
increases, are charged to rent expense on a straight-line basis over the
related terms of such leases.  Rent expense under leases, including
escalations, for the years ended January 31, 1994, 1993 and 1992, amounted to
$26,552,000, $24,015,000 and $19,382,000, respectively.

Future minimum annual rental payments under non-cancelable operating leases are
as follows:


<TABLE>
<CAPTION>

                                  Minimum Annual
Fiscal Year Ending               Retail Payments
January 31,                       (in thousands)
- - ------------------------------------------------
<S>                                      <C>
1995                                     $23,581
1996                                      17,043
1997                                      15,310
1998                                      15,203
1999                                      15,216
2000 and thereafter                       91,736
</TABLE>


The Company is, from time to time, involved in routine litigation incidental to
the conduct of its business including proceedings to protect its trademark
rights, litigation instituted by persons injured upon premises within the
Company's control and litigation with present and former employees.  Management
believes that such pending litigation will not have a material adverse effect
on the Company's consolidated results of operations or financial condition.

H.  RELATED PARTY TRANSACTIONS

Mitsukoshi Ltd. ("Mitsukoshi"), a leading Japanese department store group, owns
approximately 14% of the Company's outstanding common stock.  Until July 1993,
Mitsukoshi served as the Company's principal distributor in Japan.  Pursuant to
written agreement, the Company now operates TIFFANY & CO. boutiques in
Mitsukoshi's stores in exchange for a percentage of net sales.  Wholesale sales
to Mitsukoshi amounted to $42,000,000, $74,000,000 and $115,000,000 for the
years ended January 31, 1994, 1993

                                       20

<PAGE>   13



and 1992, respectively.  There were no trade receivables due from Mitsukoshi at
January 31, 1994 and 1993.

During the year ended January 31, 1994, the Company realigned its primary
Japanese distribution arrangement and assumed full merchandising and marketing
responsibilities for 29 TIFFANY & CO. boutiques previously operated by
Mitsukoshi in Japan.  As part of the transaction, the Company agreed to
repurchase over the next four years approximately $115,000,000 of TIFFANY & CO.
merchandise previously sold to Mitsukoshi.  Accordingly, in the second quarter
of 1993 the Company established a reserve for product return of $57,500,000
which had the effect of reducing net income by $32,700,000 (net of income tax
benefit of $24,800,000), or $2.07 per share.  Under this agreement,
approximately $30,000,000 of merchandise remains to be repurchased throughout
the period ending February 28, 1998.  Approximately $25,400,000 is owed to
Mitsukoshi through a long-term trade payable agreement, due February 28, 1998,
which has been accounted for as a non-cash transaction.

During the year ended January 31, 1993, the Company assumed the operation of
seven boutiques previously operated by Mitsukoshi in non-Mitsukoshi department
stores in Japan.

I. STOCKHOLDERS' EQUITY
PREFERRED STOCK
The Board of Directors is authorized to issue, without further action by the
stockholders, shares of preferred stock, and to fix and alter the rights
related to such stock.  In March 1987, the stockholders authorized 2,000,000
shares of preferred stock, par value $0.01 per share.  In November 1988, the
Board of Directors designated certain shares of such preferred stock as Series
A Junior Participating Cumulative Preferred Stock, par value $0.01 per share,
to be issued in connection with the exercise of certain stock purchase rights
under the Stockholder Rights Plan (described below).  At January 31, 1994 and
1993, there were no shares of preferred stock issued or outstanding.

STOCKHOLDER RIGHTS PLAN
Under the Company's Stockholder Rights Plan, each outstanding share of common
stock has a stock purchase right which will become exercisable should certain
takeover-related events occur.  The rights expire on November 17, 1998 and are
subject to redemption at $.01 per right.  Following such events, but before any
person has acquired beneficial ownership of 20%. of the common shares, each
right may be used to purchase one one-hundredth of a share of Series A Junior
Participating Cumulative Preferred Stock at an exercise price of $140 (subject
to adjustment); after such an acquisition, each right may be used to purchase,
for the exercise price, common shares having a market value equal to two times
such exercise price.  If, after such an acquisition, a merger of the Company
occurs (or 50% of the Company's assets are sold), each right may be exercised
to purchase, for the exercise price, common shares of the acquiring corporation
having a market value equal to two times the exercise price.  Rights held by
such a 20% owner may not be exercised.

CASH DIVIDENDS
Cash dividends declared and paid during the years ended January 31, 1994 and
1993 amounted to $4,381,000 and $4,371,000, respectively.  On February 17,
1994, the Company's Board of Directors declared a regular quarterly dividend of
$0.07 per common share, for stockholders of record on March 21, 1994, to be
paid on April 11, 1994.

STOCK OPTIONS
Under the 1985 Stock Option Plan, options to acquire up to 360,000 shares of
common stock may be granted to key employees of the Company at no less than
100% of fair market value on the date of grant.  Certain options granted under
the 1985 Plan are intended to qualify as "incentive stock options" pursuant to
Section 422A of the Internal Revenue Code.  Of the options granted, options for
180,000 shares became exercisable in full two years following the date of
grant.  The balance became exercisable in part one year following the date of
grant.  Options under the 1985 Plan have maximum terms of 10 or 11 years.

Under the 1986 Stock Option Plan, non-qualified stock options to acquire
2,209,000 shares of common stock may be granted to key employees of the Company
at no less than 100%. of the fair market value on the date of the grant.  The
stockholders of the Company will be asked to approve an amendment to the 1986
Plan increasing by 500,000 the number of shares of common stock available for
issuance under the 1986 Plan.  Options granted under the 1986 Plan have a
maximum term of 11 years and are exercisable in four equal installments with
the first install-

                                       21

<PAGE>   14
ment becoming exercisable on the first anniversary of the grant date.
The stockholders of the Company have also approved the 1988 Director Option
Plan, under which options to acquire 150,000 shares of common stock may be
granted to non-employee directors of the Company at a price equal to 50% of the
fair market value on the date of grant.  Each director may elect to receive
options in lieu of all or 50% of an annual retainer fee.  Options granted under
this plan have a maximum term of 15 years and are exercisable in full one year
following the date of grant.  
        Changes in options under these plans during the years ended 
January 31, 1992, 1993 and 1994 were as follows:


<TABLE>                                    
<CAPTION>                                  
                                Number of         Option Price
                                   Shares            Per Share                          
- - --------------------------------------------------------------
<S>                            <C>               <C>
Outstanding-                               
January 31, 1991               1,122,506         $ 1.81-$52.88
                                           
Granted                          172,810         $22.19-$52.31
Exercised                       (186,935)        $ 1.81-$44.69
Canceled                         (33,574)        $15.54-$52.88
                               ---------                      
Outstanding-                               
January 31, 1992               1,074,807         $ 1.81-$52.88
                                           
Granted                          433,890         $16.91-$50.94
Exercised                        (54,338)        $ 1.81-$44.63
Canceled                         (57,164)        $14.75-$52.88
                               ---------                     
Outstanding-                               
January 31, 1993               1,397,195         $ 1.81-$52.88
                                           
Granted                          321,270         $15.88-$31.88
Exercised                        (39,826)        $ 1.81-$26.71
Canceled                        (108,888)        $25.21-$52.88
                               ---------                      
OUTSTANDING-                               
JANUARY 31, 1994               1,569,751          $1.81-$52.88
                               =========
EXERCISABLE-                               
JANUARY 31, 1994                 820,079   
                               =========
</TABLE>
                                   
                         
J. POSTRETIREMENT HEALTH CARE AND
   LIFE INSURANCE BENEFITS
In addition to providing pension benefits, the Company provides certain health
care and life insurance benefits for retired employees.  Substantially all of
the Company's employees may become eligible for these benefits if they reach
normal or early retirement age while working for the Company.  The Company's
employee and retiree health care benefits are administered by an insurance
company and premiums on life insurance are based on benefits paid during the
year.  The Company's policy had been to expense these retiree benefit costs
when paid.  Effective February 1, 1991, the Company adopted Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" ("SFAS 106"), which requires
companies to accrue the cost of providing postretirement benefits throughout
the employees' active service periods until they attain full eligibility for
those benefits.  Under SFAS 106, the Company recognized its transition
obligation under the immediate recognition basis which amounted to $10,960,000
and resulted in a reduction of net income of  $6,335,000, or $0.40 per share,
for the year ended January 31, 1992.

The following table sets forth the Company's cumulative postretirement benefit
obligation and the amount recognized in the Company's consolidated balance
sheets at January 31, 1994 and 1993:


<TABLE>                              
<CAPTION>                            
(in thousands, except percentages)         1994           1993                                       
- - --------------------------------------------------------------
<S>                                     <C>            <C>
Retirees                                $ 9,294        $ 7,304
Fully eligible plan participants            855            672
Other active plan participants            9,852          7,742    
                                        ----------------------
Total accumulated postretirement                    
   benefit obligation                    20,001         15,718
Unrecognized loss                         4,891          2,158    
                                        ----------------------
Postretirement benefit obligation       $15,110        $13,560    
                                        ======================
Discount rate                              7.50%          8.25%
Rate of increase in compensation           5.00%          5.50%
                                                    
Health care cost trend                    11.00%(a)      14.00%(b)
</TABLE>
                                            
                                     
(a) Gradually declining to 5.50% to be achieved in the year, 2011
(b) Gradually declining to 5.50% to be achieved in the year 2050.



                                                               22

<PAGE>   15
Postretirement benefit cost included the following components:


<TABLE>                           
<CAPTION>                         
(in thousands, except percentages)    1994             1993             1992                                                
- - ----------------------------------------------------------------------------
<S>                                 <C>              <C>              <C>
Service cost                        $1,042             $988             $655
Interest cost on Projected        
benefit obligation                   1,298            1,178              991          
                                    ----------------------------------------
Total postretirement              
benefit cost                        $2,340           $2,166           $1,646          
                                    ========================================
Discount rate                         8.25%            8.25%            8.50%
                                  
Rate of increase                  
  in compensation                     5.50%            6.00%            6.00%
                                  
Health care cost trend(a)            14.00%           14.50%           15.00%
</TABLE>
                          
                                  
(a) Gradually declining to 5.50% to be achieved in the Year 2050.

Based on current estimates, increasing the health care cost trend rate by one
percentage point would increase the Company's accumulated postretirement
benefit obligation by $2,762,000 and the aggregate service and interest cost
components of net periodic postretirement benefit cost for the year ended
January 31,1994 by $425,000.

K.  PENSION  PLAN
The Company has a non-contributory defined benefit pension plan (the "Plan")
covering substantially all domestic salaried and full-time hourly employees.
The Company accounts for pension expense under the provision of Statement of
Financial Accounting Standards No. 87, "Employers' Accounting for Pensions,"
which requires the use of the projected unit credit actuarial method for
financial reporting purposes.  Plan benefits are based on the highest five
years of compensation or as a percentage of actual compensation, as applicable
in the circumstances, and the number of years of service.  The actuarial
present value of the vested benefit obligation is calculated based on the
expected date of separation or retirement of the Company's eligible employees.

Net pension expense included the following components:


<TABLE>
<CAPTION>
(in thousands, except percentages)        1994        1993      1992                                                     
- - --------------------------------------------------------------------
<S>                                     <C>         <C>       <C>
Service cost-benefits
   earned during period                 $2,076      $1,850    $1,284
Interest cost on projected
   benefit obligation                    2,493       2,299     2,074
Return on assets                        (3,073)     (1,015)   (3,604)
Net amortization
   and deferrals                         1,411        (326)    2,522                 
                                        ----------------------------
Net periodic
   pension cost                         $2,907      $2,808    $2,276                 
                                        ============================                   
Discount rate                             8.25%       8.50%     9.25%
Rate of increase
   in compensation                        5.50%       6.00%     6.00%
Long-term rate of
   return on assets                       9.00%       9.00%     9.00%
</TABLE>


The following table sets forth the funded status of the Plan and amounts
recognized in the Company's consolidated balance sheets at January 31, 1994 and
1993:


<TABLE>
<CAPTION>
(in thousands, except  percentages)           1994         1993                                             
- - ---------------------------------------------------------------
<S>                                        <C>          <C>
Actuarial present value
   of benefit obligation:
     Vested                                $26,852      $22,372
     Nonvested                               3,889        3,165      
                                           --------------------
Accumulated benefit obligation             $30,741      $25,537      
                                           ====================  
Projected benefit obligation               $36,440      $30,761
Plan assets at fair value,
   primarily stocks and
   fixed income securities                  30,131       26,394      
                                           --------------------        
Projected benefit obligation
   in excess of Plan assets                  6,309        4,367
Unrecognized net loss                       (5,182)      (3,763)
Unrecognized net obligation                   (755)        (858)
Recognition of minimum liability               237            -      
                                           --------------------
Pension liability/(cost) recognized
   in the consolidated
   balance sheets                             $609      $  (254)   
                                           ====================
</TABLE>


The assumptions used in the calculation of the projected benefit obligation are
as follows:


<TABLE>
<CAPTION>
                                              1994         1993                                             
- - ---------------------------------------------------------------
<S>                                           <C>          <C>
Discount rate                                 7.50%        8.25%
Rate of increase in compensation              5.00%        5.50%
</TABLE>



                                                               23

<PAGE>   16
L. INCOME TAXES
Effective February 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which requires the
Company to provide for taxes based upon the tax rate at which the items of
income and expense are expected to be settled in the Company's tax return.  The
adoption of this standard did not have a material impact on the Company's
consolidated results of operations or financial condition.  Prior years'
financial statements have not been restated.

Components of the (benefit)/provision for income taxes are as follows:


<TABLE>
<CAPTION>
(in thousands)                       1994              1993             1992                                                     
- - ----------------------------------------------------------------------------
<S>                               <C>               <C>              <C>
Current:
   Federal                        $(9,472)          $ 4,827          $15,716
   State and foreign                7,782             4,954            7,721                       
                                  ------------------------------------------
                                   (1,690)            9,781           23,437                       
                                  ------------------------------------------
Deferred:
   Federal                         (2,324)           (5,078)              32
   State and foreign               (3,744)             (490)            (208)                      
                                  ------------------------------------------
                                   (6,068)           (5,568)            (176)                      
                                  ------------------------------------------
                                  $(7,758)          $ 4,213          $23,261                       
                                  ==========================================
</TABLE>


The Company has an income tax receivable amounting to $12,517,000, primarily
due to the recognition of a tax benefit from its year ended January 31, 1994
domestic net operating loss, as well as foreign tax credits available for
carryback and the overpayment of estimated Federal and state income taxes.

Deferred tax assets/(liabilities) as of January 31, 1994 consisted of the
following:


<TABLE>
<CAPTION>
(in thousands)                                         1994                                    
- - -----------------------------------------------------------
<S>                                                 <C>
Postretirement benefits                             $ 6,434
Product return reserve                                6,267
State net operating loss carryforward                 2,703
Inventory reserves                                    5,210
Accrued expenses                                      2,383
Depreciation                                         (5,189)
Pension contribution                                 (2,160)
Undistributed earnings of foreign
   subsidiaries                                      (3,868)
Other                                                (3,134)
                                                    ------- 
Net deferred tax assets                             $ 8,646 
                                                    =======
</TABLE>


The income tax effects of items comprising the deferred income tax expense are
as follows:


<TABLE>
<CAPTION>
(in thousands)                       1994              1993             1992                                                     
- - ----------------------------------------------------------------------------
<S>                               <C>               <C>                <C>
Postretirement
   benefit obligation             $  (711)          $  (544)           $(340)
Tax audit settlement                    -            (4,196)               -
Lease buyout provision                510              (510)

Product return reserve             (6,267)                -                -
Undistributed earnings of
   foreign subsidiaries             1,028             1,211              686
State net operating loss
   carryforward                    (2,703)                -                -
Other                               2,075            (1,529)            (522)                      
                                  ------------------------------------------
                                  $(6,068)          $(5,568)           $(176)                      
                                  ==========================================
</TABLE>



                                       24

<PAGE>   17
For the year ended January 31,1994, the Company recognized a state income tax
benefit of approximately $2,703,000 attributable to net operating loss
carryforwards which expire at various dates through 2009.  The Company has
approximately $8,000,000 of foreign tax credits available for carryback or
carryforward, which expire in 1999.

A reconciliation of the benefit)/provision for income taxes at the statutory
Federal income tax rate to the Company's effective income tax rate as reported
is as follows:


<TABLE>
<CAPTION>
                                    1994               1993             1992                                                    
- - ----------------------------------------------------------------------------
<S>                                <C>                <C>               <C>
Statutory Federal income
  tax rate                         (35.0)%             34.0%            34.0%
Tax audit settlement                   -              (21.1)               -
State income taxes, net of
  Federal benefit                  (14.2)               6.1              7.2
Foreign tax rates in excess
  of foreign tax credits             4.8                  -                -
Other                                1.3                2.1              1.0                      
                                   -----------------------------------------
Effective income tax rate          (43.1)%             21.1%            42.2%
                                   =========================================
</TABLE>


During the year ended January 31, 1993, the Company was advised by the Internal
Revenue Service that its audit of the Company's Federal tax returns for the
1985-1988 fiscal years was completed.  The statute of limitations with respect
to such fiscal periods had expired.  All material proposed adjustments related
to the acquisition of Tiffany and Company from Avon Products, Inc. in October
1984 and with respect to certain indebtedness incurred prior to the completion
of the Company's May 1987 initial public offering were withdrawn.  As a result,
the provision for income taxes was reduced by  $4,196,000, in order to adjust
tax reserves that had been established for the 1985-1988 fiscal years.

M. FOREIGN OPERATIONS

Certain information relating to the Company's foreign operations is set forth
below:


<TABLE>
<CAPTION>
(in thousands)                       1994              1993             1992                                                     
- - ----------------------------------------------------------------------------
<S>                              <C>               <C>              <C>
Net sales:
Domestic-U.S.                    $364,556          $326,828         $316,282
        -Export                    41,106            87,730          122,773
Foreign                           160,839            71,838           52,851                        
                                 -------------------------------------------
                                 $566,501          $486,396         $491,906                        
                                 ===========================================
Income/(loss) from
   operations:
   Domestic                      $ 77,321          $ 73,559         $ 98,229
   Foreign                         12,420             2,381            3,888
   Corporate expenses             (42,270)          (42,199)         (41,089)
   Japan realignment              (57,500)
   Operational
      realignment                       -            (7,000)
Interest and other
   expense, net                    (7,971)           (6,816)          (5,962)                       
                                 -------------------------------------------
Income/(loss) before
   income taxes                  $(18,000)          $19,925          $55,066                        
                                 ===========================================
Identifiable assets:
Domestic                         $330,324          $287,127         $278,730
Foreign                           174,085           132,228          116,152                        
                                 -------------------------------------------
                                 $504,409          $419,355         $394,882                        
                                 ===========================================
</TABLE>



                                       25

<PAGE>   18
N. QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>                                 
<CAPTION>                               
                                                                           Fiscal 1993 Quarter Ended
                                          ----------------------------------------------------------
(in thousands except per share amounts)   April 30      July 31          October 31       January 31
- - ----------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>                 <C>              <C>
Net sales                                 $109,481     $114,233            $134,750         $208,037
Gross profit/(loss)                         50,781       (2,053)(a)          71,832          112,322
Income/(loss) from operations                3,705      (55,675)              7,916           34,025
Net income/(loss)                            1,037      (32,550)              3,255           18,016
                                        
Net income/(loss) per share:            
Primary                                   $   0.07     $  (2.06)           $   0.21         $   1.14 
                                          ==========================================================
Fully diluted                             $   0.07     $  (2.06)           $   0.21         $   1.11
                                          ==========================================================
</TABLE>
                                
                                        

<TABLE>
<CAPTION>
                                                                           Fiscal 1992 Quarter Ended
                                          ----------------------------------------------------------
(in thousands, except per share amounts)  April 30          July 31      October 31       January 31
- - ----------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>             <C>              <C>
Net sales                                 $107,238         $120,830        $105,897         $152,431
Gross profit                                49,594           58,993          54,304           74,142
Income from operations                       6,998            8,553             607           10,583
Net income                                   3,103            3,889              56            8,664
Net income per share:                     
Primary                                   $   0.20         $   0.25        $   0.00         $   0.55
                                          ==========================================================
Fully diluted                             $   0.20         $   0.25        $   0.00         $   0.55
                                          ==========================================================
</TABLE>

(a) includes a $57,500 provision related to the realignment of the Company's
business in Japan.

The sum of the quarterly net income per share amounts may not equal the full
year amount since the computations of the weighted average number of common and
common equivalent shares outstanding for each quarter and the full year are
made independently.





                                                               26

<PAGE>   19
R
EPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of Tiffany & Co.

We have audited the accompanying consolidated balance sheets of Tiffany & Co.
and Subsidiaries as of January 31, 1994 and 1993, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended January 31, 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 the audit to obtain
reasonable assurance about 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.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Tiffany &
Co. and Subsidiaries as of January 31, 1994 and 1993, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended January 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in Note J to the consolidated financial statements, in 1991 the
Company changed its method of accounting for postretirement benefits other than
pensions to conform with Statement of Financial Accounting Standards No. 106.


/s/ Coopers & Lybrand
- - ---------------------
New York, New York
March 7,1994.



REPORT OF MANAGEMENT

The Company's consolidated financial statements were prepared by management,
who are responsible for their integrity and objectivity.  The financial
statements have been prepared in accordance with generally accepted accounting
principles and, as such, include amounts based on management's best estimates
and judgments.

Management is further responsible for maintaining a system of internal
accounting control designed to provide reasonable assurance that the Company's
assets are adequately safeguarded and that the accounting records reflect
transactions executed in accordance with management's authorization.  The
system of internal control is continually reviewed and is augmented by written
policies and procedures, the careful selection and training of qualified
personnel and a program of internal audit.

The consolidated financial statements have been audited by Coopers & Lybrand,
Independent Accountants.  Their report is shown on this page.

The Audit Committee of the Board of Directors, which is composed solely of
independent directors, meets regularly to discuss specific accounting,
financial reporting and internal control matters.  Both the independent
accountants and the internal auditors have full and free access to the Audit
Committee.  Each year the Audit Committee selects the firm that is to perform
audit services for the Company.





                                       27



<PAGE>   1
                                                                    EXHIBIT 21.1





Tiffany & Co. Report on Form 10-K FY 1993


<PAGE>   2
                                                                    Exhibit 21.1


<TABLE>
<CAPTION>

                                        TIFFANY & CO.
                                         (Delaware)
                                         Registrant
                                        (13-3228013)



                TIFFANY & CO.                                  TIFFANY AND COMPANY
                INTERNATIONAL
                 (Delaware)                                        (New York)
                (06-1121421)                                      (13-1387680)

<S>                     <C>                        <C>                        <C>
   TIFFANY & CO.            TIFFANY & CO.              TIFFANY & CO.               TIFFANY & CO.
 (TORONTO) LIMITED           JAPAN INC.            (NEW YORK) PTY. LTD.              ICT, INC.
     (Canada)                (Delaware)                (Australia)                  (Delaware)


   TIFFANY & CO.           TIFFANY-FARAONE            TIFFCO JEWELRY          SOCIETE FRANCAISE POUR LE
OF NEW YORK LIMITED             S.P.A.             AND CHAIN CRAFTS, INC.        DEVELOPPEMENT DE LA
    (Hong Kong)                (Italy)                  (Delaware)            PORCELAINE D'ART S.A.R.L.
                                                                                     (France)

     TCO JAPAN              TIFFANY & CO.              TIFFANY & CO.               TIFFANY & CO.
        K.K.            OVERSEAS FINANCE B.V.             V.m.b.H.                      K.K.   
      (Japan)               (Netherlands)                (Germany)                    (Japan)

   TIFFANY & CO.            TIFFANY & CO.              TIFFANY & CO.                 GLASSWARE
     PTE. LTD.                   A.G.                                             ACQUISITION INC.
    (Singapore)             (Switzerland)             (United Kingdom)            (West Virginia)


   TIFFANY & CO.            TIFFCO HOLDING
 WATCH FACTORY S.A.              A.G.
   (Switzerland)            (Switzerland)

</TABLE>








<PAGE>   1
                                                                    EXHIBIT 23.1





Tiffany & Co. Report on Form 10-K FY 1993


<PAGE>   2
                                                                   EXHIBIT 23.1



                      CONSENT OF INDEPENDENT ACCOUNTANTS

                                     ----




We consent to the incorporation by reference in the registration statement of
Tiffany & Co. and Subsidiaries on Form S-8 (File No. 33-73262) of our report
dated March 7, 1994, on our audits of the consolidated financial statements and
financial statement schedules of Tiffany & Co. and Subsidiaries as of January
31, 1994 and 1993, and for the three years in the period ended January 31,
1994, which report is incorporated by reference in the Company's Annual Report
on Form 10-K.



                                                      /s/ Coopers & Lybrand



New York, New York
April 6, 1994