SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC  20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933


                               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, New York  10022
                         (Address of Principal Executive Offices)

                           1986 Stock Option Plan
                                 (Full Title of the Plan)

                          Patrick B. Dorsey, Esq.
                  Senior Vice President - General Counsel
                               Tiffany & Co.
                              727 Fifth Avenue
                         New York, New York  10022
                      (Name and Address of Agent For Service)

                               (212) 755-8000
               (Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share (1) Price (1) Fee Common Stock 500,000 $39.75 $19,875,000 $6,853.45
(1) These amounts have been estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c), these amounts have been computed on the basis of the average of the high and low prices for the Registrant's Common Stock reported on the New York Exchange Composite Tape for August 10, 1995, a date within five days prior to the date of filing of the Registration Statement. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents which have heretofore been filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), and pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference herein and shall be deemed to be a part hereof: 1. The Registrant's Annual Report, dated April 7, 1995, filed with the Commission on Form 10-K for the fiscal year ended January 31, 1995; 2. The Registrant's Quarterly Report, dated June 8, 1995, filed with the Commission on Form 10-Q for the fiscal quarter ended April 30, 1995; and 3. Description of the Registrant's Common Stock contained in the Registration Statement filed with the Commission on Form S-1 (Registration No. 33-12818), as most recently amended on May 5, 1987, including the Prospectus for the Registrant's Common Stock dated May 5, 1987, as supplemented by the Registration Statement filed with the Commission on Form 8-A. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made part hereof from their respective dates of filing (such documents, and the documents listed above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Registrant's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained herein or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The Registrant will provide without charge to each person to whom a copy of the Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents referred to in this Item 3 of Part II which have been or may be incorporated by reference in this Registration Statement, other than exhibits thereto (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to Tarz F. Palomba, Assistant Secretary, Tiffany & Co., 727 Fifth Avenue, New York, New York 10022; telephone (212) 605-4195. Additional updating information with respect to the securities and plan covered herein may be provided in the future by means of supplements to the Prospectus. Item 4. Description of Securities. Not required. Item 5. Interests of Named Experts and Counsel The legality of the shares of Common Stock being offered hereby has been passed upon by Patrick B. Dorsey, Senior Vice President, General Counsel and Secretary of the Registrant. As of the date of this Registration Statement, Mr. Dorsey owned 3,800 shares of Common Stock and options to purchase up to 40,000 additional shares, of which options to acquire 29,500 shares are presently exercisable. Item 6. Indemnification of Directors and Officers The contents of the section entitled "Indemnification of Officers and Directors" from Registrant's Registration Statement on Form S-8, Registration Statement No. 33-23651, are incorporated herein by reference. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See Index to Exhibits on page 6. Item 9. Undertakings The contents of the sections entitled "Undertakings" and "Indemnification of Officers and Directors" from Registrant's Registration Statement on Form S-8, Registration Statement No. 33-23651, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on the 14th day of August, 1995. TIFFANY & CO. (Registrant) By: /s/ William R. Chaney ---------------------------------- William R. Chaney, Chairman of the Board and President) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints WILLIAM R. CHANEY, JAMES N. FERNANDEZ and PATRICK B. DORSEY his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ William R. Chaney Chairman of the Board July 20, 1995 William R. Chaney and President (principal executive officer) /s/ James N. Fernandez Senior Vice President July 20, 1995 James N. Fernandez Finance (principal financial officer) /s/ Larry M. Segall Vice President July 20, 1995 Larry M. Segall Treasurer and Controller (principal accounting officer) /s/ Jane A. Dudley Director July 20, 1995 Jane A. Dudley /s/ Samuel L. Hayes, III Director July 20, 1995 Samuel L. Hayes, III /s/ Michael J. Kowalski Director July 20, 1995 Michael J. Kowalski /s/ Charles K. Marquis Director July 20, 1995 Charles K. Marquis /s/ James E. Quinn Director July 20, 1995 James E. Quinn /s/ Yoshiaki Sakakura Director July 20, 1995 Yoshiaki Sakakura /s/ William A. Shutzer Director July 20, 1995 William A. Shutzer /s/ Geraldine Stutz Director July 20, 1995 Geraldine Stutz EXHIBIT INDEX Each exhibit is listed according to the number assigned to it in the Exhibit Table of Item 601 of Regulation S-K. The exhibit numbers preceded by an asterisk (*) indicate exhibits physically filed with this Registration Statement. All other exhibit numbers indicate exhibits filed by incorporation by reference herein. Exhibit Number Description Page 4.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant's Report on Form 8-K dated June 23, 1989) 4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to Registrant's Report on Form 10-K for the fiscal year ended January 31, 1995) 4.4 Registrant's 1986 Stock Option Plan and form of stock option agreement (incorporated by reference to Exhibit 10.3 to Registrant's Report on Form 10-Q for the fiscal quarter ended April 30, 1994) 4.6 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 to Exhibit 4.1 to Registrant's Report on Form 8-K dated November 18, 1988) 4.7 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 to Exhibit 4.1 to Registrant's Report on Form 8-K dated September 28, 1989) *5.2 Opinion of counsel, including consent 7 *24.4 Consent of Independent Public Accountants 9 *24.5 Consent of counsel (included in Exhibit 5.2) *25.1 Power of Attorney (included at page 4)






Exhibit 5.2

                        [Tiffany & Co. Letterhead]










                                   August 14, 1995

Tiffany & Co.
727 Fifth Avenue
New York, New York 10022

Gentlemen:

     As Senior Vice President,  General Counsel and Secretary of  Tiffany &
Co.,  a  Delaware  corporation (the  "Company"),  I  am  familiar with  the
Company's  Registration  Statement  on  Form  S-8 being  filed  today  (the
"Registration Statement") with the Securities and Exchange Commission.  The
Registration Statement relates to the registration under the Securities Act
of  1933, as  amended  (the  "Act"),  of  500,000  additional  shares  (the
"Shares")  of  the  Company's common  stock,  $0.01  par  value per  share,
issuable  pursuant to  the Company's  1986 Stock  Option Plan  (the "Option
Plan").

     In  that connection, I have examined originals, or copies certified or
otherwise  identified  to my  satisfaction,  of  such documents,  corporate
records and other instruments  as I have deemed necessary for  the purposes
of  this  opinion,   including  the  following:  (a)  the   Certificate  of
Incorporation  and  By-Laws of  the  Company, as  amended,  (b) resolutions
adopted  by the  Board of  Directors  of the  Company at  meetings held  on
September 18, 1986, November  20, 1986, March 19,  1987, January 21,  1988,
May 18,  1989, July 20, 1989, December 5, 1989, January 18, 1990, March 19,
1992, January 20,  1994 and March 17, 1994, (c)  resolutions adopted by the
shareholders of the Company on May 19, 1988, May 17, 1990, May 21, 1992 and
May  19, 1994,  (d) Action by  Written Consent  of Stockholders  in Lieu of
Meeting  of March 19, 1987  and (e) the Option Plan.   For purposes of this
opinion, I have assumed the genuineness  of the signatures and authority of
persons signing documents on behalf of parties  other than the Company, and
the  due  authorization, execution  and delivery  of  all documents  by the
parties thereto other than the Company.

     This  opinion is  delivered  pursuant  to  the  requirements  of  Item
601(b)(5) of Regulation S-K under the Act.







Tiffany & Co.
August 14, 1995
Page Two


     Based upon the foregoing, I am of the opinion that the Shares will be,
upon  issuance and delivery and payment therefor in the manner described in
the  Option  Plan and  the option  agreements  issued thereunder,  duly and
validly authorized,  issued and  outstanding, fully paid  and nonassessable
with no personal liability attaching to the ownership thereof.

     I hereby consent to  the filing of this opinion as  Exhibit 5.2 to the
Registration Statement.

                                   Sincerely,

                                   /s/ Patrick B. Dorsey







Exhibit 24.4

                  [Coopers & Lybrand L.L.P. Letterhead]


                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



We hereby consent  to the  incorporation by reference  in the  registration
statement of Tiffany & Co. on Form S-8 of our report dated March 6, 1995 on
our audits of the consolidated financial statements and financial statement
schedules of  Tiffany & Co.  and Subsidiaries  as of January  31, 1995  and
1994, and for each of the three years in the period ended January 31, 1995,
which report is incorporated  by reference in Tiffany & Co.'s Annual Report
on Form 10-K (File No. 1-9494).

                                   /s/  Coopers & Lybrand L.L.P.



New York, New York
August 14, 1995