UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                    FORM 10-Q
                                ----------------

(Mark One)

  X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----    EXCHANGE ACT OF 1934


                  For the quarterly period ended April 30, 2007.

                                       OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----    EXCHANGE ACT OF 1934

            For the transition period from ________ to _____________.

                         Commission file number: 1-9494

                                  TIFFANY & CO.
             (Exact name of registrant as specified in its charter)

       Delaware                                               13-3228013
(State of incorporation)                                  (I.R.S. Employer
                                                         Identification No.)


   727 Fifth Ave. New York, NY                                 10022
(Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (212) 755-8000

Former name, former address and former fiscal year, if changed since last report
_________.

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 whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
One).

   Large Accelerated filer X   Accelerated filer ___   Non-Accelerated filer ___


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes . No X .

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the  issuer's  classes of common  stock as of the latest  practicable
date: Common Stock, $.01 par value,  136,739,921 shares outstanding at the close
of business on May 31, 2007.



<PAGE>
                         TIFFANY & CO. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
                      FOR THE QUARTER ENDED APRIL 30, 2007




<TABLE>
<CAPTION>

<S>                                                                                  <C>    

PART I - FINANCIAL INFORMATION                                                       PAGE
                                                                                     ----


Item 1.    Financial Statements

           Condensed Consolidated Balance Sheets - April 30, 2007,
                January 31, 2007 and April 30, 2006 (Unaudited)                         3

           Condensed Consolidated Statements of Earnings - for the
                three months ended April 30, 2007 and 2006 (Unaudited)                  4

           Condensed Consolidated Statements of Stockholders' Equity -
                for the three months ended April 30, 2007 and
                Comprehensive Earnings - for the three months
                ended April 30, 2007 and 2006 (Unaudited)                               5

           Condensed Consolidated Statements of Cash Flows - for the
                three months ended April 30, 2007 and 2006 (Unaudited)                  6


           Notes to Condensed Consolidated Financial Statements
                (Unaudited)                                                          7-10


I
tem 2.    Management's Discussion and Analysis of
                Financial Condition and Results of Operations                       11-17


Item 3.    Quantitative and Qualitative Disclosures About Market Risk                  18


Item 4.    Controls and Procedures                                                     19



PART II - OTHER INFORMATION



Item 1A.   Risk Factors                                                                20


Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds                 21


Item 5.    Other Information                                                           22


Item 6.    Exhibits                                                                    23

           (a)  Exhibits
</TABLE>




                                       2

<PAGE>


PART I.  Financial Information

Item 1.  Financial Statements


                         TIFFANY & CO. AND SUBSIDIARIES
                         ------------------------------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                                   (Unaudited)
                                   -----------
                    (in thousands, except per share amounts)


<TABLE>
<CAPTION>


                                                                    April 30,               January 31,                April 30,
                                                                      2007                     2007                      2006
                                                             -------------------       --------------------      -------------------
ASSETS
<S>                                                          <C>                        <C>                       <C>   
Current assets:
Cash and cash equivalents                                      $        117,269         $          176,503        $         180,541
Short-term investments                                                   10,000                     15,500                   46,175
Accounts receivable, less allowances
    of $6,261, $7,900 and $6,197                                        162,047                    168,973                  156,124
Inventories, net                                                      1,295,150                  1,214,622                1,140,829
Deferred income taxes                                                    71,697                     73,455                   73,501
Prepaid expenses and other current assets                                74,048                     57,591                   54,180
                                                             -------------------       --------------------       ------------------
Total current assets                                                  1,730,211                  1,706,644                1,651,350

Property, plant and equipment, net                                      938,600                    932,389                  888,221
Deferred income taxes                                                    52,570                     39,707                   27,361
Other assets, net                                                       177,265                    166,770                  184,919
                                                             -------------------       --------------------       ------------------

                                                               $      2,898,646        $         2,845,510        $       2,751,851
                                                             ===================       ====================       ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term borrowings                                          $        115,811        $           106,681        $          47,726
Current portion of long-term debt                                         5,451                      5,398                    6,244
Accounts payable and accrued liabilities                                177,888                    215,967                  210,215
Income taxes payable                                                     36,479                     63,114                   38,040
Merchandise and other customer credits                                   62,332                     61,511                   55,614
                                                             -------------------       --------------------       ------------------

Total current liabilities                                               397,961                    452,671                  357,839

Long-term debt                                                          401,716                    406,383                  428,450
Pension/postretirement benefit obligations                               89,937                     84,466                   73,949
Other long-term liabilities                                             138,713                     97,095                   87,865

Commitments and contingencies

Stockholders' equity:
Preferred Stock, $0.01 par value; authorized 2,000 shares,
    none issued and outstanding                                               -                          -                        -
Common Stock, $0.01 par value; authorized 240,000 shares,
    issued and outstanding 136,635, 135,875 and 140,599                   1,367                      1,358                    1,406
Additional paid-in capital                                              584,607                    536,187                  499,595
Retained earnings                                                     1,277,916                  1,269,940                1,288,169
Accumulated other comprehensive gain (loss), net of tax:
  Foreign currency translation adjustments                               21,361                     11,846                   14,193
  Deferred hedging gain (loss)                                              942                      2,046                     (329)
  Unrealized gain on marketable securities                                  438                        178                      714
  Net unrealized losses on benefit plans                               (16,312)                    (16,660)                       -
                                                             -------------------       --------------------       ------------------
Total stockholders' equity                                           1,870,319                   1,804,895                1,803,748
                                                             -------------------       --------------------       ------------------

                                                               $     2,898,646          $        2,845,510        $       2,751,851
                                                             ===================       ====================       ==================

</TABLE>



See notes to condensed consolidated financial statements.


                                       3


<PAGE>

                         TIFFANY & CO. AND SUBSIDIARIES
                         ------------------------------
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                  ---------------------------------------------
                                   (Unaudited)
                                   -----------
                    (in thousands, except per share amounts)




<TABLE>
<CAPTION>

                                                                                            Three Months Ended
                                                                                                April 30,
                                                                        -----------------------------------------------------------
                                                                                   2007                              2006
                                                                        -------------------------         -------------------------

<S>                                                                      <C>                               <C>    
Net sales                                                                $               620,875           $               539,241

Cost of sales                                                                            282,386                           238,115
                                                                        -------------------------         -------------------------

Gross profit                                                                             338,489                           301,126

Selling, general and administrative expenses                                             257,035                           226,879
                                                                        -------------------------         -------------------------

Earnings from operations                                                                  81,454                            74,247

Other expenses, net                                                                        3,216                             3,975
                                                                        -------------------------         -------------------------

Earnings before income taxes                                                              78,238                            70,272

Provision for income taxes                                                                28,579                            27,130
                                                                        -------------------------         -------------------------

Net earnings                                                            $                 49,659          $                 43,142
                                                                        =========================         =========================


Net earnings per share:

      Basic                                                              $                  0.36           $                  0.30
                                                                        =========================         =========================
      Diluted                                                            $                  0.36           $                  0.30
                                                                        =========================         =========================


Weighted-average number of common shares:

      Basic                                                                              136,488                           141,941
      Diluted                                                                            139,724                           144,367
 
</TABLE>


See notes to condensed consolidated financial statements.


                                       4


<PAGE>



                         TIFFANY & CO. AND SUBSIDIARIES
                         ------------------------------
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            ---------------------------------------------------------
                           AND COMPREHENSIVE EARNINGS
                           --------------------------
                                   (Unaudited)
                                   -----------
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                               Accumulated
                                                     Total                           Other                            Additional
                                             Stockholders'        Retained   Comprehensive         Common Stock          Paid-in
                                                    Equity        Earnings     Gain (Loss)       Shares    Amount        Capital
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>       <C>             <C>        <C>               <C>
Balances, January 31, 2007                  $    1,804,895    $  1,269,940     $  (2,590)      135,875    $ 1,358    $  536,187
Implementation effect of FIN No. 48                 (4,299)         (4,299)          -             -          -             -
                                          ------------------------------------------------------------------------------------------
Balances, February 1, 2007                       1,800,596       1,265,641        (2,590)      135,875      1,358       536,187

Exercise of stock options and vesting
  of restricted stock units ("RSUs")                34,881             -             -           1,229         13       34,868
Tax benefit from exercise of stock
  options and vesting of RSUs                        3,490             -             -             -          -          3,490
Share-based compensation expense                     8,847             -             -             -          -          8,847
Issuance of Common Stock
  under Employee Profit Sharing and
  Retirement Savings Plan                            2,450             -             -              52          1        2,449
Purchase and retirement of Common Stock            (24,997)        (23,758)          -            (521)        (5)      (1,234)
Cash dividends on Common Stock                     (13,626)        (13,626)          -             -          -            -
Deferred hedging loss, net of tax                   (1,104)            -          (1,104)          -          -            -
Unrealized gain on marketable
  securities, net of tax                               260             -             260           -          -            -
Foreign currency translation
  adjustments, net of tax                            9,515             -           9,515           -          -            -
Amortization of net losses on benefit
  plans, net of tax                                    348             -             348           -          -            -
Net earnings                                        49,659          49,659           -             -          -            -
                                          ------------------------------------------------------------------------------------------
Balances, April 30, 2007                    $    1,870,319    $  1,277,916     $   6,429       136,635   $  1,367    $ 584,607
                                          ==========================================================================================
                                                        

</TABLE>




<TABLE>
<CAPTION>

                                                                               Three Months Ended
                                                                                    April 30,
                                                                        ----------------------------------
                                                                             2007               2006
                                                                        ----------------------------------
<S>                                                                       <C>                 <C>
Comprehensive earnings are as follows:
Net earnings                                                            $    49,659         $    43,142
Other comprehensive gain (loss), net of tax:
  Deferred hedging loss                                                      (1,104)             (3,576)
  Foreign currency translation adjustments                                    9,515               8,912
  Unrealized gain on marketable securities                                      260                  35
  Amortization of net losses on benefit plans                                   348                   -
                                                                        ----------------------------------- 
Comprehensive earnings                                                  $    58,678        $     48,513
                                                                        ===================================
                                                                             
</TABLE>



See notes to condensed consolidated financial statements.


                                       5


<PAGE>
                         TIFFANY & CO. AND SUBSIDIARIES
                         ------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                   (Unaudited)
                                   -----------
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                              April 30,
                                                                           ---------------------------------------------------
                                                                                    2007                        2006
                                                                           ----------------------      -----------------------
<S>                                                                         <C>                         <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net earnings                                                              $            49,659         $           43,142
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                                        31,634                     28,347
    Excess tax benefits from share-based payment arrangements                            (4,988)                      (660)
    Provision for inventories                                                             3,061                      2,644
    Deferred income taxes                                                                   377                     (4,876)
    Provision for pension/postretirement benefits                                         6,582                      6,671
    Share-based compensation expense                                                      8,727                      7,109
  Changes in assets and liabilities:
    Accounts receivable                                                                  10,548                    (11,896)
    Inventories                                                                         (75,181)                   (74,453)
    Prepaid expenses and other current assets                                           (14,822)                   (23,232)
    Other assets, net                                                                    (7,264)                    (2,359)
    Accounts payable and accrued liabilities                                            (18,838)                    10,678
    Income taxes payable                                                                (24,482)                   (22,028)
    Merchandise and other customer credits                                                  666                       (920)
    Other long-term liabilities                                                           2,584                     (1,922)
                                                                            ----------------------      -----------------------
  Net cash used in operating activities                                                 (31,737)                   (43,755)
                                                                            ----------------------      -----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of marketable securities and short-term investments                        (134,181)                   (46,396)
  Proceeds from sales of marketable securities and short-term investments               139,419                          -
  Capital expenditures                                                                  (31,907)                   (43,928)
  Notes receivable funded                                                                (2,172)                         -

  Other                                                                                   1,540                       (210)
                                                                            ----------------------      -----------------------
  Net cash used in investing activities                                                 (27,301)                   (90,534)
                                                                            ----------------------      -----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from short-term borrowings, net                                                4,582                      8,023
  Repayment of long-term debt                                                            (8,716)                    (1,730)
  Repurchase of Common Stock                                                            (24,997)                   (79,750)
  Proceeds from exercise of stock options                                                34,881                      3,024
  Excess tax benefits from share-based payment arrangements                               4,988                        660
  Cash dividends on Common Stock                                                        (13,626)                   (11,403)
                                                                           ----------------------       -----------------------
  Net cash used in financing activities                                                  (2,888)                   (81,176)
                                                                           ----------------------       -----------------------
  Effect of exchange rate changes on cash and cash equivalents                            2,692                      2,397
                                                                           ----------------------       -----------------------
  Net decrease in cash and cash equivalents                                             (59,234)                  (213,068)
  Cash and cash equivalents at beginning of year                                        176,503                    393,609
                                                                           ----------------------       -----------------------
  Cash and cash equivalents at end of three months                          $           117,269          $         180,541
                                                                           ======================       =======================
                                                                           
</TABLE>



See notes to condensed consolidated financial statements.


                                        6


<PAGE>


                         TIFFANY & CO. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The accompanying  condensed  consolidated  financial statements include the
     accounts  of  Tiffany & Co. and all  majority-owned  domestic  and  foreign
     subsidiaries  (the  "Company").  Intercompany  accounts,  transactions  and
     profits have been eliminated in consolidation.  The interim  statements are
     unaudited and, in the opinion of management, include all adjustments (which
     include only normal recurring  adjustments) necessary to present fairly the
     Company's  financial position as of April 30, 2007 and 2006 and the results
     of its operations  and cash flows for the interim  periods  presented.  The
     condensed  consolidated  balance sheet data for January 31, 2007 is derived
     from the audited financial statements,  which are included in the Company's
     Report on Form 10-K and should be read in connection  with these  financial
     statements.  In accordance  with the rules of the  Securities  and Exchange
     Commission,  these  financial  statements  do not include  all  disclosures
     required by generally accepted accounting principles.

     The Company's  business is seasonal,  with a higher proportion of sales and
     earnings generated in the fourth quarter of the fiscal year and, therefore,
     the results of its operations for the three months ended April 30, 2007 and
     2006 are not  necessarily  indicative  of the results of the entire  fiscal
     year.

2.   NEW ACCOUNTING STANDARDS

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 157, "Fair Value
     Measurements"  which  establishes a framework  for measuring  fair value of
     assets  and   liabilities   and  expands   disclosures   about  fair  value
     measurements.   The  changes  to  current   practice   resulting  from  the
     application  of SFAS No. 157 relate to the  definition  of fair value,  the
     methods used to measure fair value, and the expanded disclosures about fair
     value  measurements.  SFAS No. 157 is effective for fiscal years  beginning
     after November 15, 2007. Management is currently evaluating the effect that
     the  adoption  of  this  Statement  will  have on the  Company's  financial
     position and earnings.

     In  July  2006,  the  FASB  issued  FASB  Interpretation  ("FIN")  No.  48,
     "Accounting  for  Uncertainty in Income Taxes - an  interpretation  of FASB
     Statement No. 109" which clarifies the accounting for uncertainty in income
     tax positions by prescribing a  more-likely-than-not  recognition threshold
     for income tax positions taken or expected to be taken in a tax return. FIN
     No. 48 is effective for fiscal years beginning after December 15, 2006 with
     the cumulative effect of the change in accounting  principle recorded as an
     adjustment to retained  earnings at the beginning of the year.  The Company
     has adopted FIN No. 48 as of February 1, 2007 which resulted in a charge of
     $4,299,000  to retained  earnings as a cumulative  effect of an  accounting
     change (see Note 4).

3.   INVENTORIES


<TABLE>
<CAPTION>
                                              April 30,            January 31,            April 30,
     (in thousands)                                2007                   2007                 2006
     --------------------------------------------------------------------------------------------------
      <S>                              <C>                       <C>                  <C>    
      Finished goods                    $       891,579        $       840,050          $   816,661
      Raw materials                             331,712                316,206              263,024
      Work-in-process                            71,859                 58,366               61,144
                                       ----------------------------------------------------------------
                                       
      Inventories, net                  $     1,295,150        $     1,214,622         $  1,140,829
                                       ================================================================
</TABLE>


     LIFO-based  inventories  at April 30, 2007,  January 31, 2007 and April 30,
     2006  represented  68%, 68% and 70% of  inventories,  net, with the current
     cost exceeding the LIFO inventory value by  $115,390,000,  $108,501,000 and
     $76,990,000 at the end of each period.

4.   INCOME TAXES

     The effective income tax rate for the three months ended April 30, 2007 was
     36.5%, versus 38.6% in the three months ended April 30, 2006. The effective
     tax rate in the three  months  ended  April  30,  2007  included  favorable
     reserve adjustments relating to the expiration of certain statutory periods
     during the quarter. 

                                       7


<PAGE>

4.   INCOME TAXES (continued)

     The  Company  adopted  FIN No. 48 on  February  1, 2007.  As a result,  the
     Company recorded a non-cash cumulative transition charge of $4,299,000 as a
     reduction to the opening retained earnings balance. As of February 1, 2007,
     the  gross  amount  of   unrecognized   tax   benefits  was   approximately
     $40,000,000,   which  includes  interest  and  penalties  of  approximately
     $8,000,000.  The  total  amount  of  unrecognized  tax  benefits  that,  if
     recognized,  would have affected the  effective tax rate was  approximately
     $22,500,000.  The Company recognizes interest expense and penalties related
     to the above unrecognized tax benefits within income tax expense.

     During  the  three  months  ended  April 30,  2007,  the  unrecognized  tax
     liability  decreased by approximately  $2,000,000,  which was primarily the
     result of state audit settlements. As of April 30, 2007, the Company had an
     approximately $39,000,000 liability recorded for unrecognized tax benefits,
     which  included  interest and penalties of  approximately  $8,000,000.  The
     total amount of  unrecognized  benefits  that,  if  recognized,  would have
     affected the effective tax rate was approximately $21,000,000.

     The Company files income tax returns in the U.S.  federal  jurisdiction  as
     well as various state and foreign locations. As a matter of course, various
     taxing authorities  regularly audit the Company.  The Company's tax filings
     are currently being examined by tax authorities in  jurisdictions  where it
     has a material  presence,  including  U.S.  Federal (tax years  2003-2004),
     Japan  (tax years  2003-2005),  New York State and New York City (tax years
     1999-2002).  Tax years from 2003-present are open to examination in various
     other state and foreign taxing jurisdictions. The Company believes that its
     tax positions  comply with  applicable  tax law and that it has  adequately
     provided for these  matters.  However,  these audits may result in proposed
     assessments  where the ultimate  resolution may result in the Company owing
     additional taxes. Given the various stages of completion of the audits, the
     Company  cannot  currently  estimate  potential  changes  in the  amount of
     unrecognized income tax benefits over the next 12 months.

5.   EARNINGS PER SHARE

     Basic  earnings  per  share is  computed  as net  earnings  divided  by the
     weighted-average  number  of  common  shares  outstanding  for the  period.
     Diluted  earnings per share  includes  the  dilutive  effect of the assumed
     exercise of stock options and vesting of restricted stock units.

     The following  table  summarizes the  reconciliation  of the numerators and
     denominators   for  the  basic  and  diluted  earnings  per  share  ("EPS")
     computations:

<TABLE>
<CAPTION>

                                                                                  Three Months Ended April 30,
                                                                   -------------------------------------------------------
      <S>                                                           <C>                               <C>     
         (in thousands)                                                        2007                             2006
     ---------------------------------------------------------------------------------------------------------------------
       Net earnings for basic and diluted EPS                         $      49,659                    $      43,142
                                                                   =======================================================


       Weighted average shares for basic EPS                                136,488                          141,941

       Incremental shares based upon the assumed exercise
          of stock options and restricted stock units                         3,236                            2,426
                                                                   -------------------------------------------------------

       Weighted average shares for diluted EPS                              139,724                          144,367
                                                                   =======================================================
</TABLE>


     For the three months ended April 30, 2007 and 2006,  there were 704,000 and
     5,066,000  stock  options  and  restricted  stock units  excluded  from the
     computations  of  earnings  per  diluted  share  due to their  antidilutive
     effect.


                                       8


<PAGE>


6.   EMPLOYEE BENEFIT PLANS

     The Company  maintains  several  pension and retirement  plans,  as well as
     provides certain health-care and life insurance benefits.

     Net periodic pension and other postretirement  benefit expense included the
     following components:


<TABLE>
<CAPTION>
                                                                            Three Months Ended April 30,
                                                   ---------------------------------------------------------------------------------
                                                                                                                 Other
                                                              Pension Benefits                          Postretirement Benefits
                                                   ---------------------------------------------------------------------------------
         <S>                                    <C>                     <C>                    <C>                   <C>    
         (in thousands)                                  2007                   2006                   2007                  2006
         ---------------------------------------------------------------------------------------------------------------------------
          Service cost                            $     4,547            $     4,131            $       318           $       376
          Interest cost                                 3,928                  3,548                    470                   429
          Expected return on plan assets               (3,429)                (2,944)                     -                     -
          Amortization of prior service cost              321                    178                   (223)                 (293)
          Amortization of net loss                        640                  1,161                     10                    85
                                                  ----------------------------------------------------------------------------------
          Net expense                             $     6,007            $     6,074            $       575           $       597
                                                  ==================================================================================
</TABLE>


7.   SEGMENT INFORMATION

     The Company's  reportable segments are: U.S. Retail,  International  Retail
     and Direct  Marketing.  These  reportable  segments  represent  channels of
     distribution  that offer similar  merchandise  and service and have similar
     marketing and  distribution  strategies.  The Other channel of distribution
     includes all  non-reportable  segments which consist of worldwide  sales of
     businesses operated under trademarks or tradenames other than TIFFANY & CO.
     Other also  includes  wholesale  sales of diamonds  obtained  through  bulk
     purchases  that are  subsequently  deemed not  suitable  for the  Company's
     needs. In deciding how to allocate  resources and assess  performance,  the
     Company's  Executive  Officers  regularly  evaluate the  performance of its
     reportable segments on the basis of net sales and earnings from operations,
     after the elimination of inter-segment sales and transfers.

     Reclassifications  were made to the prior year's segment amounts to conform
     to the current year presentation and to reflect the revised manner in which
     management evaluates the performance of segments.  Effective with the first
     quarter of 2007,  the Company  revised  certain  allocations  of  operating
     expenses between unallocated  corporate expenses and earnings (losses) from
     operations for segments.

     Certain information relating to the Company's segments is set forth below:

<TABLE>
<CAPTION>

                                                                           Three Months Ended April 30,
                                                          --------------------------------------------------------------
          (in thousands)                                                  2007                                2006
         ---------------------------------------------------------------------------------------------------------------
         <S>                                                <C>                                     <C>
          Net Sales: 
           U.S. Retail                                         $       298,684                    $       260,580
           International Retail                                        248,007                            215,164
           Direct Marketing                                             33,296                             29,957
                                                          --------------------------------------------------------------
           Total reportable segments                                   579,987                            505,701
           Other                                                        40,888                             33,540
                                                          --------------------------------------------------------------
                                                               $       620,875                    $       539,241
                                                          ==============================================================

          Earnings (losses) from operations*:
           U.S. Retail                                         $        43,604                    $        42,141
           International Retail                                         60,531                             53,451
           Direct Marketing                                              8,256                              7,117
                                                          --------------------------------------------------------------
           Total reportable segments                                   112,391                            102,709
           Other                                                        (4,329)                            (3,573)
                                                          --------------------------------------------------------------
                                                               $       108,062                    $        99,136
                                                          ==============================================================
</TABLE>

     *Represents earnings (losses) from operations before unallocated 
     corporate expenses and other expenses, net.

                                       9


<PAGE>


7.   SEGMENT INFORMATION (continued)

     The following table sets forth a reconciliation  of the segments'  earnings
     from operations to the Company's consolidated earnings before income taxes:


<TABLE>
<CAPTION>

                                                                                   Three Months Ended
                                                                                        April 30,
                                                                ------------------------------------------------------
      (in thousands)                                                         2007                      2006
     -----------------------------------------------------------------------------------------------------------------
       <S>                                                      <C>                                 <C>
      Earnings from operations for segments                       $       108,062           $        99,136

      Unallocated corporate expenses                                      (26,608)                  (24,889)

      Other expenses, net                                                  (3,216)                   (3,975)
                                                                ------------------------------------------------------
      Earnings before income taxes                                $        78,238           $        70,272
                                                                ======================================================
</TABLE>


     Unallocated   corporate   expenses   include   certain   costs  related  to
     administrative support functions which the Company does not allocate to its
     segments.  Such unallocated costs include those for information technology,
     finance, legal and human resources.

8.   SUBSEQUENT EVENT

     On May 17, 2007, the Company's  Board of Directors  declared a 20% increase
     in the  quarterly  dividend  rate on its Common  Stock,  increasing it from
     $0.10 per share to $0.12 per share.  This dividend will be paid on July 10,
     2007 to stockholders of record on June 20, 2007.








                                       10


<PAGE>


PART I.    Financial Information

I
tem 2.    Management's Discussion and Analysis of Financial Condition and 
           Results of Operations


OVERVIEW
--------

Tiffany  & Co.  is a  holding  company  that  operates  through  its  subsidiary
companies  (the  "Company").  The Company's  principal  subsidiary,  Tiffany and
Company,  is a  jeweler  and  specialty  retailer  whose  principal  merchandise
offerings are an extensive  selection of fine jewelry. It also sells timepieces,
sterling silverware,  china,  crystal,  stationery,  fragrances and accessories.
Through  Tiffany and Company and other  subsidiaries,  the Company is engaged in
product design, manufacturing and retailing activities.

The Company's channels of distribution are as follows:

o    U.S. Retail includes sales in TIFFANY & CO. stores in the U.S. and sales of
     TIFFANY  &  CO.  products  through   business-to-business   direct  selling
     operations in the U.S.;

o    International  Retail includes sales in TIFFANY & CO. stores and department
     store  boutiques  outside the U.S. and  business-to-business,  Internet and
     wholesale sales of TIFFANY & CO. products outside the U.S.;

o    Direct  Marketing  includes  Internet  and  catalog  sales of TIFFANY & CO.
     products in the U.S.; and

o    Other includes  worldwide sales of businesses  operated under trademarks or
     tradenames  other  than  TIFFANY & CO.  ("specialty  retail").  Other  also
     includes  wholesale sales of diamonds  obtained through bulk purchases that
     are subsequently deemed not suitable for the Company's needs.

All  references to years relate to fiscal years ended or ending on January 31 of
the following calendar year.

Highlights
----------

o    Net sales  increased 15% in the three months ("first  quarter") ended April
     30, 2007 due to growth in all channels of distribution.

o    Worldwide  comparable store sales increased 8% on a  constant-exchange-rate
     basis (see Non-GAAP Measures).  Comparable TIFFANY & CO. store sales in the
     U.S. increased 12%.  Comparable  international  store sales increased 4% as
     growth in most countries more than offset a decline in Japan.

o    Net earnings in the first quarter rose 15%. Earnings per diluted share rose
     20%.

o    The Company  repurchased  and retired  520,618  shares of its Common  Stock
     during the three months ended April 30, 2007.

o    The Company  added six retail  locations in the first  quarter:  one in the
     U.S.,  three in Japan,  one in  Singapore  and one in Korea.  Two  existing
     locations in Japan were closed.

NON-GAAP MEASURES
-----------------

The Company's reported sales reflect either a  translation-related  benefit from
strengthening  foreign  currencies  or a  detriment  from a  strengthening  U.S.
dollar.

The Company  reports  information  in accordance  with U.S.  Generally  Accepted
Accounting   Principles   ("GAAP").   Internally,    management   monitors   its
international sales performance on a non-GAAP basis that eliminates the positive
or negative effects that result from translating  international  sales into U.S.
dollars    ("constant-exchange-rate    basis").    Management    believes   this
constant-exchange-rate  measure provides a more representative assessment of the
sales performance and provides better comparability between reporting periods.

The Company's  management  does not, nor does it suggest that investors  should,
consider such non-GAAP  financial measures in isolation from, or as a substitute
for,  financial  information  prepared  in  accordance  with GAAP.  The  Company
presents such non-GAAP  financial measures in reporting its financial results to
provide  investors with an additional  tool to evaluate the Company's  operating
results.


                                       11


<PAGE>


The following table reconciles sales percentage  increases  (decreases) from the
GAAP to the non-GAAP basis:


<TABLE>
<CAPTION>

                                                                     First Quarter 2007 vs. 2006
                                      -------------------------------------------------------------------------------------
<S>                                              <C>                 <C>                           <C>    
                                                                                                    Constant-Exchange-Rate 
                                                GAAP Reported         Translation Effect                    Basis
                                      -------------------------------------------------------------------------------------
Net Sales:
----------                                                                                           
Worldwide                                            15%                        1%                          14%
U.S. Retail                                          15%                       ---                          15%
International Retail                                 15%                        2%                          13%
Japan Retail                                        (3)%                      (1)%                         (2)%
Other Asia-Pacific                                   35%                        3%                          32%
Europe                                               27%                       12%                          15%

Comparable Store Sales:
-----------------------
Worldwide                                             9%                        1%                           8%
U.S. Retail                                          12%                       ---                          12%
International Retail                                  6%                        2%                           4%
Japan Retail                                        (8)%                      (1)%                         (7)%
Other Asia-Pacific                                   27%                        3%                          24%
Europe                                               23%                       12%                          11%

</TABLE>


RESULTS OF OPERATIONS
---------------------

Certain operating data as a percentage of net sales were as follows:


<TABLE>
<CAPTION>
                                                                                  First Quarter
                                                            --------------------------------------------------------
                                                                          2007                    2006
                                                            --------------------------------------------------------
<S>                                                        <C>                                 <C> 
Net sales                                                                100.0%                  100.0%
Cost of sales                                                             45.5                    44.2
                                                            --------------------------------------------------------
Gross profit                                                              54.5                    55.8
Selling, general and administrative expenses                              41.4                    42.1
                                                            --------------------------------------------------------
Earnings from operations                                                  13.1                    13.7
Other expenses, net                                                        0.5                     0.7
                                                            --------------------------------------------------------
Earnings before income taxes                                              12.6                    13.0
Provision for income taxes                                                 4.6                     5.0
                                                            --------------------------------------------------------
Net earnings                                                               8.0%                    8.0%
                                                            ========================================================

</TABLE>


                                       12


<PAGE>


Net Sales
---------
Net sales by channel of distribution were as follows:


<TABLE>
<CAPTION>
                                                   First Quarter
                            ----------------------------------------------------------
(in thousands)                         2007               2006      Increase
--------------------------------------------------------------------------------------
<S>                             <C>               <C>             <C>  
U.S. Retail                   $     298,684       $    260,580           15%
International Retail                248,007            215,164           15%
Direct Marketing                     33,296             29,957           11%
Other                                40,888             33,540           22%
                            ----------------------------------------------------------
                              $     620,875       $    539,241           15%
                            ==========================================================
</TABLE>


A store's sales are included in "comparable store sales" when the store has been
open for more than 12  months.  In markets  except  Japan,  sales for  relocated
stores are included in comparable  store sales if the  relocation  occurs within
the same geographical  market.  In Japan,  sales for a new store or boutique are
not included if the store was relocated from one department  store to another or
from a department store to a free-standing location. In all markets, the results
of a store in which the square  footage has been  expanded or reduced  remain in
the comparable store base.

U.S. Retail sales increased in the first quarter as a result of comparable store
sales growth of 12% and the opening of new stores. In the first quarter, the New
York Flagship  store's sales  increased  26% and  comparable  branch store sales
increased  9%.  Comparable  store sales growth  resulted  from  increases in the
average sales amount per transaction. Management attributes the increased amount
per transaction to sales of higher-priced merchandise. In addition, the New York
flagship  store  benefited  from  higher  levels of sales to  foreign  visitors.
Management  continues to expect a high single-digit  percentage increase in full
year 2007 U.S. comparable store sales.

International Retail sales, on a constant-exchange-rate  basis, increased 13% in
the first quarter and comparable store sales rose 4%.

In Japan  (which  represents  slightly  less than half of  International  Retail
sales), on a constant-exchange-rate basis, total retail sales declined 2% in the
first  quarter due to a decrease in unit volume  partly offset by an increase in
the average transaction size. Comparable store sales on a constant-exchange-rate
basis declined 7% in the first quarter.  Local management  continues to focus on
improved selling techniques and retail location enhancements through renovation,
expansion and/or relocation.

In  the  Asia-Pacific  region  outside  Japan,   comparable  store  sales  on  a
constant-exchange-rate basis increased 24% in the first quarter due to growth in
most markets.

In Europe,  comparable store sales on a  constant-exchange-rate  basis increased
11% in the first quarter due to growth in London and most  Continental  European
markets.

Management currently expects a mid-to-high single-digit percentage increase on a
constant-exchange-rate  basis in full year 2007 International  Retail comparable
store sales.

Direct  Marketing  sales rose 11% in the first quarter due to growth both in the
number of orders  shipped and in the average  order size.  Management  currently
expects a  mid-teens  percentage  increase  in full year 2007  Direct  Marketing
sales.

Other sales  increased  22% in the first  quarter.  Wholesale  sales of diamonds
increased  $5,236,000 to $13,638,000  (versus  $8,402,000 in the prior year). In
the specialty retail businesses, sales in LITTLE SWITZERLAND stores increased 5%
in the first quarter.  The Company is evaluating various strategic  alternatives
related to that business (see Part II, Item 5. Other Information, for additional
information).  IRIDESSE store sales increased  largely due to an increased store
base, as well as comparable store sales growth.  Management currently expects an
approximately  20% increase in full year 2007 sales within the Other  channel of
distribution.


                                       13

<PAGE>


Management  expects to  increase  the number of  Company-operated  TIFFANY & CO.
stores and boutiques by approximately 10% (net) in 2007.  Management's announced
openings and closings of TIFFANY & CO. stores are shown below:


<TABLE>
<CAPTION>

<S>                                                 <C>                                 <C>
                                                    Actual Openings                       Expected
Location                                            (Closings) 2007                     Openings 2007             
--------                                            ---------------                     -------------
Austin, Texas                                        First Quarter
New York-Wall Street, New York                                                          Third Quarter
Las Vegas, Nevada                                                                       Third Quarter
Natick, Massachusetts                                                                   Third Quarter
Red Bank, New Jersey                                                                    Fourth Quarter
Providence, Rhode Island                                                                Fourth Quarter
Santa Barbara, California                                                               Fourth Quarter
Tokyo-Shibuya, Japan                                 First Quarter
Tokyo-Shinjuku, Japan                                First Quarter
Hiroshima, Japan                                     First Quarter
Hoshigaoka, Japan                                   (First Quarter)
Okinawa, Japan                                      (First Quarter)
Tokyo-Shinjuku (Boutique for Men), Japan                                                Third Quarter
Changi Airport, Singapore                            First Quarter
Seoul, Korea                                         First Quarter
Hamburg, Germany                                                                        Second Quarter
London-Selfridges, England                                                              Third Quarter
Mexico City, Mexico                                                                     Third Quarter

</TABLE>



Gross Margin
------------
Gross margin (gross  profit as a percentage of net sales)  declined in the first
quarter by 1.3  percentage  points.  The primary  components  of the net decline
were:  (i) a 0.9  percentage  point  decline due to increased  product costs and
changes in sales mix; and (ii) a 0.4  percentage  point decline due to increased
low-margin wholesale sales of diamonds.
 
Management's  objective  is to improve  gross  margin  through  greater  product
manufacturing/sourcing  efficiencies  (including  increased direct rough-diamond
sourcing and  internal  manufacturing),  increased  use of  distribution  center
capacity,  and selective  price  adjustments  to address  higher  product costs.
Management continues to expect an improvement in full year 2007 gross margin.

Selling, General and Administrative ("SG&A") Expenses
-----------------------------------------------------
SG&A expenses increased $30,156,000, or 13%, in the first quarter largely due to
increased labor and benefit costs of $12,613,000 and increased  depreciation and
occupancy  expenses  of  $7,963,000,  (both of which are  largely due to new and
existing  stores),  as well as an increase of $5,027,000 in marketing  expenses.
SG&A expenses as a percentage of net sales improved by 0.7  percentage  point to
41.4% in the first quarter of 2007 from 42.1% in the first quarter of 2006.

Management's  objective is to improve the ratio of SG&A expenses to net sales by
controlling  expenses  so that  sales  growth  can  result  in a higher  rate of
earnings  growth  (leveraging of operating  expenses).  Management  continues to
expect an improvement in the expense ratio for the full year 2007.


                                       14


<PAGE>


Earnings from Operations 
------------------------
Reclassifications were made to prior year's earnings (losses) from operations by
segment to conform to the current year  presentation  and to reflect the revised
manner in which  management  now  evaluates  the  performance  of the  segments.
Effective  with  the  first  quarter  of  2007,  the  Company   revised  certain
allocations of operating  expenses between  unallocated  corporate  expenses and
earnings (losses) from operations for segments.

<TABLE>
<CAPTION>
<S>                                         <C>              <C>             <C>             <C>    
                                             First Quarter    % of Net       First Quarter      % of Net
(in thousands)                                   2007          Sales*            2006            Sales*
----------------------------------------------------------------------------------------------------------------
Earnings (losses) from operations:

   U.S. Retail                             $     43,604           15%       $       42,141          16%

   International Retail                          60,531           24%               53,451          25%

   Direct Marketing                               8,256           25%                7,117          24%

   Other                                         (4,329)         (11%)              (3,573)        (11%)
                                       -------------------------------------------------------------------------
                                                108,062                             99,136
Unallocated corporate expenses                  (26,608)                           (24,889)
                                       -------------------------------------------------------------------------
Earnings from operations                   $     81,454                     $       74,247
                                       =========================================================================
</TABLE>

* Percentages  represent  earnings  (losses) from  operations as a percentage of
each segment's net sales.

Earnings from operations increased 10% in the first quarter. On a segment basis,
the ratio of earnings (losses) from operations (before the effect of unallocated
corporate  expenses and other expenses,  net) to each segment's net sales in the
first quarter of 2007 and 2006 was as follows:

o    U.S. Retail declined 1 percentage point primarily due to a decline in gross
     margin  (due to  changes  in  product  mix and  higher  product  costs) and
     increased marketing expense;

o    International Retail declined 1 percentage point primarily due to a decline
     in gross  margin (due to changes in product  mix)  partially  offset by the
     leveraging of operating  expenses  which  benefited  from  increased  sales
     growth;

o    Direct  Marketing  increased  1  percentage  point  primarily  due  to  the
     leveraging of operating  expenses  which  benefited  from  increased  sales
     partially  offset  by a decline  in gross  margin  (due to  higher  product
     costs); and

o    Other was consistent with the prior year.

Unallocated  corporate  expenses include certain costs related to administrative
support  functions  which the Company  does not allocate to its  segments.  Such
unallocated costs include those for information  technology,  finance, legal and
human  resources.  Unallocated  corporate  expenses  increased  7% in the  first
quarter due to incremental labor costs.

Other Expenses, net
-------------------
Other  expenses,  net decreased in the first quarter  primarily due to increased
foreign currency transaction net gains.

Provision for Income Taxes
--------------------------
The effective  income tax rates for the first quarter were 36.5% versus 38.6% in
the  prior  year.  The  effective  tax rate in first  quarter  of 2007  included
favorable  reserve  adjustments  relating to the expiration of certain statutory
periods  during the quarter.  Management  continues to expect the  effective tax
rate to be  approximately  38% for full year 2007.  However,  the  Company  does
expect  the  effective  tax rate to be in a range of  40%-43%  in the second and
third quarters followed by a rate of approximately 37% in the fourth quarter due
to geographical mix in earnings during the year.

New Accounting Standards 
------------------------
See note 2 to condensed consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company's liquidity needs have been, and are expected to remain, primarily a
function  of its  seasonal  and  expansion-related  working  capital and capital
expenditures  needs.  The ratio of total debt  (short-term  borrowings,  

                                       15


<PAGE>

current  portion of long-term debt and long-term debt) to  stockholders'  equity
was 28% at April 30, 2007, 29% at January 31, 2007, and 27% at April 30, 2006.

The following table summarizes cash flows from operating, investing and
financing activities:


<TABLE>
<CAPTION>

                                                                                First Quarter
                                                          -------------------------------------------------------
<S>                                                          <C>                               <C>    
(in thousands)                                                            2007                    2006
-----------------------------------------------------------------------------------------------------------------
Net cash provided by (used in):
  Operating activities                                         $       (31,737)        $       (43,755)
  Investing activities                                                 (27,301)                (90,534)
  Financing activities                                                  (2,888)                (81,176)
Effect of exchange rates on cash and cash equivalents                    2,692                   2,397
                                                          -------------------------------------------------------
Net decrease in cash and cash equivalents                      $       (59,234)        $      (213,068)
                                                          =======================================================
</TABLE>


Operating Activities
--------------------
The Company's net cash outflow from  operating  activities of $31,737,000 in the
first  quarter of 2007  compared  with an outflow  of  $43,755,000  in the first
quarter of 2006.  The  reduced  cash  outflow  in first  quarter  2007  resulted
primarily from increased net earnings after adjustment for non-cash items.

Working Capital.  Working capital (current assets less current  liabilities) and
the corresponding  current ratio (current assets divided by current liabilities)
were  $1,332,250,000 and 4.3 at April 30, 2007, compared with $1,253,973,000 and
3.8 at January 31, 2007 and $1,293,511,000 and 4.6 at April 30, 2006.

Accounts  receivable,  less  allowances  at April 30, 2007 were 4% lower than at
January 31, 2007 and were 4% higher than at April 30, 2006.

Inventories,  net at April 30, 2007 were 7% above January 31, 2007 and 14% above
April 30, 2006. Combined raw material and work-in-process  inventories increased
8% over January 31, 2007 and 24% over April 30, 2006 due to  increased  precious
metal  costs  and  diamond   quantities   needed  to  support  internal  jewelry
manufacturing.  Finished goods  inventories  increased 6% over January 31, 2007,
and 9% over April 30, 2006,  reflecting new store  openings,  increased  product
costs as well as  broadened  product  assortments.  Changes in foreign  currency
exchange rates had an insignificant  effect on the change in inventory  balances
at April 30, 2007 versus January 31, 2007 and April 30, 2006.

Management continues to expect a high-single-digit percentage increase in the
overall year-over-year inventory growth rate in 2007.

Investing Activities
--------------------
The Company's net cash outflow from  investing  activities of $27,301,000 in the
first  quarter of 2007  compared  with an outflow  of  $90,534,000  in the first
quarter of 2006.  The  reduction  was  primarily  due to higher net purchases of
marketable  securities and  short-term  investments in 2006 as well as decreased
capital expenditures in 2007.

Capital  Expenditures.  Capital  expenditures  were $31,907,000 in first quarter
2007 compared with $43,928,000 in first quarter 2006.  Management estimates that
capital  expenditures will be approximately  $180,000,000 in 2007 (compared with
approximately  $182,000,000  in the  prior  year)  due to costs  related  to the
opening and renovation of stores and to ongoing investments in new systems.

Financing Activities
--------------------
The  Company's net cash outflow from  financing  activities of $2,888,000 in the
first  quarter of 2007  compared  with an outflow  of  $81,176,000  in the first
quarter of 2006. The reduction was primarily due to reduced share repurchases as
well as greater proceeds from the exercise of employees' stock options.


                                       16

<PAGE>


Share Repurchases. The Company's stock repurchase activity was as follows:


<TABLE>
<CAPTION>

                                                              First Quarter
                                            -------------------------------------------------
<S>                                              <C>                      <C>    
(in thousands, except per share amounts)                    2007                  2006
---------------------------------------------------------------------------------------------
Cost of repurchases                              $        24,997       $        79,750
Shares repurchased and retired                               521                 2,179
Average cost per share                           $         48.01       $         36.59

</TABLE>


At April 30, 2007,  there  remained  $670,417,000  of  authorization  for future
repurchases.  The Company's stock  repurchase  program expires in December 2009.
The  timing of  repurchases  and the actual  number of shares to be  repurchased
depend on a variety  of  discretionary  factors  such as price and other  market
conditions.

Borrowings.   The   Company's   current   sources   of   working   capital   are
internally-generated  cash  flows and  borrowings  available  under a  revolving
credit facility.

At April 30, 2007, the Company was in compliance with all loan covenants.

Contractual Obligations
-----------------------
The Company's  contractual cash obligations and commercial  commitments at April
30, 2007 and the effects such  obligations  and commitments are expected to have
on  the  Company's   liquidity  and  cash  flows  in  future  periods  have  not
significantly changed since January 31, 2007.

The Company  adopted the  provisions  of Financial  Accounting  Standards  Board
Interpretation  ("FIN") No. 48, "Accounting for Uncertainty in Income Taxes - an
amendment of FASB  Statement No. 109" on February 1, 2007.  The total  liability
for uncertain tax positions  under FIN No. 48 was  approximately  $39,000,000 at
April 30,  2007.  The  total  amount  of  unrecognized  tax  benefits  that,  if
recognized,  would  have  affected  the  effective  tax rate  was  approximately
$21,000,000.  The final  outcome of these tax  uncertainties  is dependent  upon
various matters including tax examinations,  interpretation of those tax laws or
expiration  of statutes of  limitations.  The Company is  currently  not able to
reasonably  estimate the amount by which the liability will increase or decrease
over time or expected payments related to these  obligations  within the next 12
months.

Based  on the  Company's  financial  position  at  April  30,  2007,  management
anticipates  that cash on hand,  internally-generated  cash  flows and the funds
available under its revolving  credit facility will be sufficient to support the
Company's planned worldwide business expansion, share repurchases,  debt service
and seasonal working capital increases for the foreseeable future.

Seasonality
-----------
As a jeweler  and  specialty  retailer,  the  Company's  business is seasonal in
nature, with the fourth quarter typically  representing a proportionally greater
percentage of annual sales,  earnings from operations and cash flow.  Management
expects such seasonality to continue.

Forward-Looking Statements
--------------------------
This document  contains  certain  "forward-looking  statements"  concerning  the
Company's  objectives and  expectations  with respect to store openings,  sales,
retail  prices,  gross  margin,   expenses,   inventory   performance,   capital
expenditures and cash flow. In addition,  management makes other forward-looking
statements from time to time concerning objectives and expectations.  Statements
beginning  with such words as  "believes",  "intends",  "plans",  and  "expects"
include forward-looking  statements that are based on management's  expectations
given facts as currently  known by management on the date this quarterly  report
was filed with the  Securities  and  Exchange  Commission.  All  forward-looking
statements  involve risks,  uncertainties  and  assumptions  that, if they never
materialize or prove incorrect,  could cause actual results to differ materially
from those expressed or implied by such forward-looking statements.

The statements in this quarterly  report are made as of the date this report was
filed with the Securities and Exchange  Commission and the Company undertakes no
obligation  to update any of the  forward-looking  information  included in this
document,  whether as a result of new  information,  future  events,  changes in
expectations or otherwise.


                                       17


<PAGE>


P
ART I.    Financial Information

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

The  Company is exposed to market  risk from  fluctuations  in foreign  currency
exchange rates, interest rates and precious metal prices, which could affect its
consolidated  financial  position,  earnings and cash flows. The Company manages
its  exposure  to market  risk  through  its  regular  operating  and  financing
activities and, when deemed appropriate, through the use of derivative financial
instruments.   The  Company  uses  derivative  financial   instruments  as  risk
management  tools and not for  trading  or  speculative  purposes,  and does not
maintain  such  instruments  that may expose the Company to  significant  market
risk.

In Japan, the Company uses yen put options to minimize the effect of a weakening
yen on U.S.  dollar-denominated  transactions.  To a lesser extent,  the Company
uses  foreign-exchange  forward  contracts to protect  against  changes in local
currencies.  Gains or losses on these instruments substantially offset losses or
gains on the assets,  liabilities  and  transactions  being  hedged.  Management
neither foresees nor expects significant changes in foreign currency exposure in
the near future.

The  Company  uses   interest-rate   swap  contracts  related  to  certain  debt
arrangements  to  manage  its  net  exposure  to  interest  rate  changes.   The
interest-rate  swap  contracts  effectively  convert  fixed-rate  obligations to
floating-rate instruments.  Additionally,  since the fair value of the Company's
fixed-rate   long-term   debt  is  sensitive  to  interest  rate  changes,   the
interest-rate  swap  contracts  serve as a hedge to changes in the fair value of
these  debt  instruments.  Management  does not  expect  significant  changes in
exposure to interest rate fluctuations, nor in market risk-management practices.

Beginning in the first quarter of 2007, the Company began using a combination of
call and put option contracts in a net-zero cost arrangement,  zero-cost collars
("collars"),  as hedges of forecasted  purchases of precious metals. The Company
accounts  for its  collars as  cash-flow  hedges.  The  Company  assesses  hedge
effectiveness  based on the  total  changes  in the  collars'  cash  flows.  The
effective  portion of unrealized  gains and losses  associated with the value of
the collars is deferred as a component of other comprehensive gain (loss) and is
recognized  as  a  component  of  cost  of  sales  on  the  Company's  condensed
consolidated statement of earnings when the inventory is sold. The fair value of
the outstanding  collars at April 30, 2007 was not  significant.  The fair value
was  determined  using quoted  market prices for these  instruments.  Management
neither foresees nor expects  significant changes in exposure to fluctuations in
precious metal prices.


                                       18


<PAGE>

PART I.    Financial Information

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

     Based on their  evaluation of our  disclosure  controls and  procedures (as
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934),   Registrant's  chief  executive  officer  and  chief  financial  officer
concluded that, as of the end of the period covered by this report, Registrant's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed by  Registrant  in the reports that it files or submits
under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
and reported within the time periods  specified in the SEC's rules and forms and
(ii)  accumulated  and  communicated  to our  management,  including  our  chief
executive  officer  and  chief  financial  officer,  to allow  timely  decisions
regarding required disclosure.

     In the  ordinary  course of  business,  Registrant  reviews  its  system of
internal  control over financial  reporting and makes changes to its systems and
processes to improve  controls  and increase  efficiency,  while  ensuring  that
Registrant  maintains an effective  internal  control  environment.  Changes may
include  such  activities  as  implementing  new,  more  efficient  systems  and
automating manual processes.

     Registrant's  chief  executive  officer and chief  financial  officer  have
determined that there have been no changes in Registrant's internal control over
financial  reporting  during the period  covered by this  report  identified  in
connection with the evaluation described above that have materially affected, or
are reasonably likely to materially affect,  Registrant's  internal control over
financial reporting.

     Registrant's  management,  including its chief executive  officer and chief
financial officer, necessarily applied their judgment in assessing the costs and
benefits of such controls and  procedures.  By their  nature,  such controls and
procedures  cannot  provide  absolute  certainty,  but  can  provide  reasonable
assurance regarding management's control objectives. Our chief executive officer
and our chief  financial  officer have  concluded that  Registrant's  disclosure
controls and  procedures are (i) designed to provide such  reasonable  assurance
and (ii) are effective at that reasonable assurance level.


                                       19


<PAGE>


PART II.   Other Information

Item 1A.   Risk Factors

As a jeweler and  specialty  retailer,  the  Company's  success in achieving its
objectives and  expectations  is partially  dependent upon economic  conditions,
competitive  developments and consumer attitudes,  including changes in consumer
preferences  for  certain  jewelry  styles  and  materials.   However,   certain
assumptions are specific to the Company and/or the markets in which it operates.

The following  assumptions,  among others, are "risk factors" which could affect
the likelihood  that the Company will achieve the  objectives  and  expectations
communicated by management:

(i) that low or  negative  growth in the  economy or in the  financial  markets,
particularly  in the U.S.  and Japan,  will not occur and  reduce  discretionary
spending on goods that are, or are perceived to be, "luxuries";

(ii) that  consumer  spending does not decline  substantially  during the fourth
quarter of any year;

(iii) that unsettled regional and/or global conflicts or crises do not result in
military,  terrorist or other conditions  creating  disruptions or disincentives
to, or changes in the pattern,  practice or frequency of,  tourist travel to the
various  regions where the Company  operates  retail stores nor to the Company's
continuing ability to operate in those regions;

(iv) that sales in Japan will not decline substantially;

(v)  that  there  will  not be a  substantial  adverse  change  in the  exchange
relationship between the Japanese yen and the U.S. dollar;

(vi) that Mitsukoshi and other  department store operators in Japan, in the face
of declining or stagnant  department store sales,  will not close or consolidate
stores which have TIFFANY & CO. retail locations;

(vii) that  Mitsukoshi will continue as a leading  department  store operator in
Japan;

(viii) that existing product supply arrangements, including license arrangements
with third-party designers Elsa Peretti and Paloma Picasso, will continue;

(ix)  that the  wholesale  and  retail  market  for  high-quality  rough and cut
diamonds  will  provide  continuity  of supply and  pricing  within the  quality
grades, colors and sizes that customers demand;

(x) that the Company's  diamond supply  initiatives  achieve their financial and
strategic objectives;

(xi) that the Company's  gross margins in Japan and for diamond  products can be
maintained in the face of increased  competition from traditional and e-commerce
retailers;

(xii)  that the  Company  is able to pass on higher  costs of raw  materials  to
consumers through price increases;

(xiii) that the sale of counterfeit  products does not  significantly  undermine
the value of the Company's trademarks and demand for the Company's products;

(xiv) that new and  existing  stores and other  sales  locations  can be leased,
re-leased or otherwise  obtained on suitable  terms in desired  markets and that
construction can be completed on a timely basis;

(xv) that the  Company  can achieve  satisfactory  results  from any current and
future  businesses  into which it enters that are operated  under  trademarks or
tradenames other than TIFFANY & CO.; and

(xvi)  that  the  Company's  expansion  plans  for  retail  and  direct  selling
operations and merchandise  development,  production and management can continue
to be executed without  meaningfully  diminishing the distinctive  appeal of the
TIFFANY & CO. brand.


                                       20


<PAGE>


PART II.   Other Information

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

This table  provides  information  with  respect to the  Company's  purchases of
shares of its Common Stock during the first fiscal quarter of 2007:


<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>               <C>                            <C>                     
                                                                             c)Total Number                 
                                                                                  of Shares                   (d)Approximate 
                                       (a) Total                            Purchased Under                  Dollar Value of
                                       Number of            (b)Average         all Publicly              Shares that May Yet       
                                          Shares        Price Paid Per            Announced               be Purchased Under
Period                                 Purchased                 Share            Programs*                    the Programs*
-----------------------------------------------------------------------------------------------------------------------------------
February 1, 2007 through
February 28, 2007
                                              -                      -                    -                     $695,414,000
-----------------------------------------------------------------------------------------------------------------------------------
March 1, 2007 through
March 31, 2007
                                         45,718                 $45.60               45,718                     $693,329,000
-----------------------------------------------------------------------------------------------------------------------------------
April 1, 2007 through
April 30, 2007
                                        474,900                 $48.25              474,900                     $670,417,000
-----------------------------------------------------------------------------------------------------------------------------------
Total                                   520,618                 $48.01              520,618                     $670,417,000
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


* In August 2006, the Company's Board of Directors  extended the expiration date
of the program to December 2009 and increased the authorization to $813,000,000.


                                       21


<PAGE>

PART II.   Other Information

Item 5.    Other Information

As disclosed in the Company's  Proxy  Statement  filed with the  Securities  and
Exchange  Commission on April 12, 2007, the Company hired Evercore  Partners,  a
public  company  ("Evercore")  in  early  2007  to  provide  financial  advisory
services.  As such, Evercore is currently assisting the Company's  management in
exploring various strategic alternatives related to its Little Switzerland, Inc.
business. Evercore is not advising management with respect to any other matter.



 














                                      22


<PAGE>


ITEM 6    Exhibits

    (a)   Exhibits:

          31.1 Certification of Chief Executive  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

          31.2 Certification of Chief Financial  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

          32.1 Certification  of Chief Executive  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

          32.2 Certification  of Chief Financial  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.





                                       23


<PAGE>


                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  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: June 4, 2007                       By:       /s/ James N. Fernandez
                                                   ----------------------------
                                                   James N. Fernandez
                                                   Executive Vice President and
                                                   Chief Financial Officer
                                                   (principal financial officer)


<PAGE>



                                EXHIBIT INDEX


EXHIBIT        DESCRIPTION
NUMBER

31.1           Certification of Chief Executive  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

31.2           Certification of Chief Financial  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

32.1           Certification  of Chief Executive  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

32.2           Certification  of Chief Financial  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.



















                                                                   Exhibit 31.1


                                  CERTIFICATIONS

I, Michael J. Kowalski, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Tiffany & Co.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to
 ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     d)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's  most recent  fiscal  quarter  (the  registrant's  fourth
          fiscal quarter in the case of an quarterly report) that has materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date:  June 4, 2007

                                              /s/ Michael J.Kowalski 
                                    ------------------------------------------
                                       Chairman and Chief Executive Officer
                                           (principal executive officer)


                                                                    Exhibit 31.2
                                 CERTIFICATIONS

I, James N. Fernandez, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Tiffany & Co.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure
  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     d)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's  most recent  fiscal  quarter  (the  registrant's  fourth
          fiscal quarter in the case of an quarterly report) that has materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date:  June 4, 2007

                                               /s/ James N.Fernandez         
                                    --------------------------------------------
                                    Executive Vice President and Chief Financial
                                       Officer (principal financial officer)



                                                                    Exhibit 32.1

                                  CERTIFICATION

Pursuant to 18 U.S.C. 1350 as adopted by Section 906 of the  Sarbanes-Oxley  Act
of 2002

     In connection with the Quarterly Report of Tiffany & Co. (the "Company") on
Form 10-Q for the period ended April 30, 2007, as filed with the  Securities and
Exchange  Commission on the date hereof (the "Report"),  I, Michael J. Kowalski,
as  Chairman  of the Board of  Directors  and  Chief  Executive  Officer  of the
Company,  certify, pursuant to 18 U.S.C. ss 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.


Dated:   June 4, 2007



                                       /s/ Michael J. Kowalski                
                                  ---------------------------------------
                                   Chairman and Chief Executive Officer
                                       (principal executive officer)







                                                                    Exhibit 32.2

                                  CERTIFICATION

Pursuant to 18 U.S.C. 1350 as adopted by Section 906 of the  Sarbanes-Oxley  Act
of 2002

     In connection with the Quarterly Report of Tiffany & Co. (the "Company") on
Form 10-Q for the period ended April 30, 2007, as filed with the  Securities and
Exchange Commission on the date hereof (the "Report"), I, James N. Fernandez, as
Executive Vice President and Chief  Financial  Officer of the Company,  certify,
pursuant  to 18 U.S.C.  ss 1350,  as  adopted  pursuant  to  Section  906 of the
Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.


Dated:   June 4, 2007


                                                 /s/ James. N. Fernandez        
                                         ---------------------------------------
                                                   James N. Fernandez
                                             Executive Vice President and
                                               Chief Financial Officer