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, 2008.

                                       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,  125,973,765 shares outstanding at the close
of business on May 30, 2008.



<PAGE>
                         TIFFANY & CO. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
                      FOR THE QUARTER ENDED APRIL 30, 2008



<TABLE>
<CAPTION>


<S>                                                                                         <C>

PART I - FINANCIAL INFORMATION                                                               PAGE
                                                                                             ----


Item 1.      Financial Statements

             Condensed Consolidated Balance Sheets - April 30, 2008,
                 January 31, 2008 and April 30, 2007 (Unaudited)                                3

             Condensed Consolidated Statements of Earnings - for the
                 three months ended April 30, 2008 and 2007 (Unaudited)                         4

             Condensed Consolidated Statements of Stockholders' Equity -
                 for the three months ended April 30, 2008 and
                 Comprehensive Earnings - for the three months
                 ended April 30, 2008 and 2007 (Unaudited)                                      5

             Condensed Consolidated Statements of Cash Flows - for the
                 three months ended April 30, 2008 and 2007 (Unaudited)                         6


             Notes to Condensed Consolidated Financial Statements
                 (Unaudited)                                                                 7-13


I
tem 2.      Management's Discussion and Analysis of
                 Financial Condition and Results of Operations                              14-21


Item 3.      Quantitative and Qualitative Disclosures About Market Risk                        22


Item 4.      Controls and Procedures                                                           23



PART II - OTHER INFORMATION



Item 1A.     Risk Factors                                                                    24-25


Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds                        26


Item 6.      Exhibits                                                                           27
 
             (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,
                                                               2008                2008                 2007
                                                          -----------------   -----------------    -----------------
<S>                                                       <C>                  <C>                  <C>    
ASSETS
   Current assets:
   Cash and cash equivalents                              $      159,625      $      246,654         $      115,782
   Short-term investments                                              -                   -                 10,000
   Accounts receivable, less allowances of $8,225,
    $9,712 and $6,261                                            193,154             193,974                159,648
   Inventories, net                                            1,466,166           1,372,397              1,335,729
   Deferred income taxes                                          27,388              20,218                 25,070
   Prepaid expenses and other current assets                      86,784              89,072                 72,663
   Assets held for sale                                                -                   -                 74,783
                                                          -----------------   -----------------    ----------------
   Total current assets                                        1,933,117           1,922,315              1,793,675

   Property, plant and equipment, net                            742,116             748,210                918,873
   Deferred income taxes                                         164,847             158,579                 50,231
   Other assets, net                                             169,771             171,800                166,781
   Assets held for sale - noncurrent                                   -                   -                 32,551
                                                          -----------------   -----------------    -----------------
                                                          $    3,009,851      $    3,000,904         $    2,962,111
                                                          =================   =================    =================
LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
   Short-term borrowings                                  $      199,421      $       44,032         $      115,811
   Current portion of long-term debt                              65,728              65,640                  5,451
   Accounts payable and accrued liabilities                      175,777             203,622                163,047
   Income taxes payable                                           49,979             203,611                 36,345
   Merchandise and other customer credits                         68,573              67,956                 62,332
   Liabilities held for sale                                           -                   -                 14,975
                                                          -----------------   -----------------    -----------------
   Total current liabilities                                     559,478             584,861                397,961

   Long-term debt                                                346,010             343,465                401,716
   Pension/postretirement benefit obligations                     81,836              79,254                 89,937
   Deferred gains on sale-leasebacks                             144,577             145,599                  4,878
   Other long-term liabilities                                   134,422             131,610                129,396
   Liabilities held for sale - noncurrent                              -                   -                  4,440

   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 126,281, 126,753 and 136,635           1,263               1,268                  1,367
   Additional paid-in capital                                    656,704             632,671                584,607
   Retained earnings                                           1,032,173           1,037,663              1,341,380
   Accumulated other comprehensive gain (loss), net of tax:
        Foreign currency translation adjustments                  48,607              42,117                 21,361
        Deferred hedging gain                                      3,116                 889                    942
        Unrealized (loss) gain on marketable securities             (529)              (621)                    438
        Net unrealized gain (loss) on benefit plans                2,194               2,128                (16,312)
                                                          -----------------   -----------------    ----------------
   Total stockholders' equity                                  1,743,528           1,716,115              1,933,783
                                                          -----------------   -----------------    -----------------
                                                          $    3,009,851      $    3,000,904         $    2,962,111
                                                          =================   =================    =================
</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,
                                                                      -----------------------------------------------
                                                                              2008                    2007
<S>                                                                   <C>                       <C>   
                                                                      ----------------------    --------------------
Net sales                                                             $          668,149       $          595,729

Cost of sales                                                                    286,895                  261,771
                                                                      ----------------------    ---------------------

Gross profit                                                                     381,254                  333,958

Selling, general and administrative expenses                                     277,945                  246,041
                                                                      ----------------------    ---------------------
                                                                      
Earnings from continuing operations                                              103,309                   87,917

Other expenses, net                                                                1,508                    3,085
                                                                      ----------------------    ---------------------
                                                                      
Earnings from continuing operations before income taxes                          101,801                   84,832

Provision for income taxes                                                        37,411                   31,005
                                                                      ----------------------    ---------------------
                                                                      
Net earnings from continuing operations                                           64,390                   53,827

Earnings from discontinued operations, net of tax                                      -                      254
                                                                      ----------------------    ---------------------
                                                                     
Net earnings                                                          $           64,390       $           54,081
                                                                      ======================    =====================
                                                                      
Earnings per share:
     Basic
         Net earnings from continuing operations                      $             0.51       $             0.39
         Net earnings from discontinued operations                                     -                     0.01
                                                                      ----------------------    ---------------------
                                                                      
         Net earnings                                                 $             0.51       $             0.40
                                                                      ======================    =====================
                                                                      
     Diluted
         Net earnings from continuing operations                      $             0.50       $             0.39
         Net earnings from discontinued operations                                     -                        -
                                                                      ----------------------    ---------------------
                                                                      
         Net earnings                                                 $             0.50       $             0.39
                                                                      ======================    =====================

Weighted-average number of common shares:
         Basic                                                                   126,458                  136,488
         Diluted                                                                 128,773                  139,724

</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    Common Stock       Additional
                                            Stockholders'     Retained  Comprehensive    ------------          Paid-In
                                                   Equity     Earnings     Gain (Loss)   Shares  Amount        Capital
----------------------------------------------------------------------------------------------------------------------

<S>                                         <C>           <C>            <C>           <C>      <C>         <C>      
Balances, January 31, 2008                   $ 1,716,115   $ 1,037,663    $    44,513   126,753  $  1,268    $ 632,671

Exercise of stock options and vesting of
   restricted stock units ("RSUs")                 7,248             -              -       787         8        7,240
Tax benefit from exercise of stock options
   and vesting of RSUs                             4,041             -              -         -         -        4,041
Share-based compensation expense                  11,833             -              -         -         -       11,833
Issuance of Common Stock under
   Employee Profit Sharing and Retirement
   Savings Plan                                    4,750             -              -       124         1        4,749
Purchase and retirement of Common Stock          (54,837)      (50,993)             -    (1,383)      (14)      (3,830)
Cash dividends on Common Stock                   (18,887)      (18,887)             -         -         -            -
Deferred hedging gain, net of tax                  2,227             -          2,227         -         -            -
Unrealized gain on marketable securities,
  net of tax                                          92             -             92         -         -            -
Foreign currency translation adjustments,
  net of tax                                       6,490             -          6,490         -         -            -
Net unrealized gain on benefit plans,
  net of tax                                          66             -             66         -         -            -
Net earnings                                      64,390        64,390              -         -         -            -
                                             -------------------------------------------------------------------------
Balances, April 30, 2008                     $ 1,743,528   $ 1,032,173    $    53,388   126,281  $  1,263    $ 656,704
                                             =========================================================================
</TABLE>


                                          

<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                            April 30,
                                            ------------------------------------------
                                                           2008               2007
                                            ------------------------------------------
Comprehensive earnings are as follows:
<S>                                            <C>                    <C>         
Net earnings                                   $         64,390       $     54,081
Other comprehensive gain (loss), net of tax:                                           
   Deferred hedging gain (loss)                           2,227             (1,104)
   Foreign currency translation adjustments               6,490              9,515
   Unrealized gain on marketable securities                  92                260
   Net unrealized gain on benefit plans                      66                348
                                            ------------------------------------------
Comprehensive earnings                         $         73,265       $     63,100
                                            ==========================================

</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,
                                                                    --------------------------------------------------
                                                                                        2008                     2007
                                                                    ------------------------    ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>                          <C>                 
Net earnings                                                        $                 64,390     $             54,081
Earnings from discontinued operations, net of tax                                         -                      (254)
                                                                    ------------------------    ----------------------
Net earnings from continuing operations                                               64,390                   53,827
Adjustments to reconcile net earnings from continuing operations to
net cash provided by (used in) operating activities:
    Depreciation and amortization                                                     30,908                   30,707
    Excess tax benefits from share-based payment arrangements                         (4,854)                  (4,988)
    Provision for inventories                                                          4,451                    3,320
    Deferred income taxes                                                            (13,516)                   2,585
    Provision for pension/postretirement benefits                                      6,224                    6,582
    Share-based compensation expense                                                  11,661                    8,727
 Changes in assets and liabilities:
    Accounts receivable                                                                4,187                    9,567
    Inventories                                                                      (86,942)                 (81,029)
    Prepaid expenses and other current assets                                          6,504                  (13,565)
    Accounts payable and accrued liabilities                                         (25,487)                 (16,182)
    Income taxes payable                                                            (152,496)                 (24,482)
    Merchandise and other customer credits                                               534                      666
    Other, net                                                                          (129)                  (4,881)
                                                                    ------------------------    ----------------------
Net cash used in operating activities                                               (154,565)                 (29,146)
                                                                    ------------------------    ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of marketable securities and short-term investments                       (209)                (134,181)
    Proceeds from sales of marketable securities and short-term
      investments                                                                          -                  139,419
    Capital expenditures                                                             (26,208)                 (31,548)
    Notes receivable funded                                                                -                   (2,172)

    Other                                                                               (838)                   1,540
                                                                    ------------------------    ----------------------
Net cash used in investing activities                                                (27,255)                 (26,942)
                                                                    ------------------------    ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of long-term debt                                                       (1,433)                  (8,716)
    Proceeds from short-term borrowings, net                                         154,729                    4,582
    Repurchase of Common Stock                                                       (54,837)                 (24,997)
    Proceeds from exercise of stock options                                            7,248                   34,881
    Excess tax benefits from share-based payment arrangements                          4,854                    4,988
    Cash dividends on Common Stock                                                   (18,887)                 (13,626)
                                                                    ------------------------    ----------------------
Net cash provided by (used in) financing activities                                   91,674                   (2,888)
                                                                    ------------------------    ----------------------
Effect of exchange rate changes on cash and cash equivalents                           3,117                    2,692
                                                                    ------------------------    ----------------------
CASH FLOWS FROM DISCONTINUED OPERATIONS:
    Operating activities                                                                   -                   (2,591)
    Investing activities                                                                   -                     (359)
                                                                    ------------------------    ----------------------
    Net cash used in discontinued operations                                               -                   (2,950)
                                                                    ------------------------    ----------------------
Net decrease in cash and cash equivalents                                            (87,029)                 (59,234)
Cash and cash equivalents at beginning of year                                       246,654                  175,008
Decrease in cash and cash equivalents of discontinued operations                           -                        8
                                                                    ------------------------    ----------------------
Cash and cash equivalents at end of three months                    $                159,625    $             115,782
                                                                    ========================    ======================

</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,  2008  and  2007  and the  results  of its
          operations  and cash  flows for the  interim  periods  presented.  The
          condensed  consolidated  balance  sheet data for  January  31, 2008 is
          derived from the audited financial statements (except as noted in Note
          2), 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 in nature,  with the fourth quarter
          typically  representing  at least  one-third  of annual  net sales and
          approximately one-half of annual net earnings.  Therefore, the results
          of its  operations  for the three months ended April 30, 2008 and 2007
          are not  necessarily  indicative  of the results of the entire  fiscal
          year.

2.        CHANGE IN ACCOUNTING FOR INVENTORIES

          In March 2008,  the  Company's  Board of Directors  approved a plan to
          change the Company's  method of accounting for inventories held by its
          U.S.  subsidiaries  and foreign  branches from the last-in,  first-out
          ("LIFO")   method  to  the  average  cost  method.   The  Company  has
          traditionally  used the average cost method to value  inventories held
          by its  Japan  subsidiary  and its  other  foreign  subsidiaries.  The
          Company  believes  that the average cost method is  preferable  on the
          basis  that  it   conforms   to  the  manner  in  which  the   Company
          operationally manages its inventories and evaluates retail pricing and
          it makes the Company's inventory  reporting  consistent with many peer
          retailers.  This change is effective  in the first  fiscal  quarter of
          2008 and prior  periods have been revised.  Accounts  affected by this
          change are: cost of sales;  provision  for income taxes;  inventories,
          net; deferred income taxes; and retained earnings.

          Components  of the  Company's  condensed  consolidated  statements  of
          earnings adjusted for the effect of changing from LIFO to average cost
          are as follows:

<TABLE>
<CAPTION>

                                                                                  Three Months Ended April 30, 2007
                                                       -------------------------------------------------------------
         (in thousands, except per share data)               As Reported            Adjustment        As Adjusted
         -----------------------------------------------------------------------------------------------------------
         <S>                                             <C>                   <C>                <C>             
         Cost of sales                                    $        268,401      $      (6,630)     $        261,771
         Provision for income taxes                                 28,797              2,208                31,005
         Net earnings from continuing operations                    49,405              4,422                53,827
         Net earnings                                               49,659              4,422                54,081

         Net earnings from continuing operations per share:
            Basic                                         $           0.36      $        0.03      $           0.39
                                                       ------------------------------------------------------------
            Diluted                                       $           0.35      $        0.03      $           0.39
                                                       ============================================================

         Net earnings per share:
            Basic                                         $           0.36      $        0.03      $           0.40
                                                       ------------------------------------------------------------
            Diluted                                       $           0.36      $        0.03      $           0.39
                                                       ============================================================

</TABLE>


                                       7

<PAGE>


<TABLE>
<CAPTION>

          Components  of the Company's  condensed  consolidated  balance  sheets
          adjusted  for the effect of changing  from LIFO to average cost are as
          follows:

                                                                                                   January 31, 2008
                                                       -------------------------------------------------------------
          (in thousands)                                     As Reported          Adjustment          As Adjusted
         -----------------------------------------------------------------------------------------------------------
          <S>                                            <C>                    <C>                <C>   
          Assets:
            Inventories, net                              $      1,242,465      $      129,932     $      1,372,397
            Deferred income taxes - current                         71,402             (51,184)              20,218
          Total Assets                                           2,922,156              78,748            3,000,904

          Liabilities and Stockholders' Equity
            Retained Earnings                                      958,915              78,748            1,037,663
          Total Liabilities and Stockholders' Equity             2,922,156              78,748            3,000,904



                                                                                                     April 30, 2007
                                                       -------------------------------------------------------------
          (in thousands)                                    As Reported            Adjustment          As Adjusted
         -----------------------------------------------------------------------------------------------------------
          Assets:
            Inventories, net                              $      1,226,160      $      109,569     $      1,335,729
            Deferred income taxes - current                         71,174             (46,104)              25,070
          Total Assets                                           2,898,646              63,465            2,962,111

          Liabilities and Stockholders' Equity
            Retained Earnings                                    1,277,916              63,465            1,341,380
          Total Liabilities and Stockholders' Equity             2,898,646              63,465            2,962,111

          Components of the Company's condensed consolidated statement of cash flow adjusted for the effect of 
          changing from LIFO to average cost are as follows:

                                                                                  Three Months Ended April 30, 2007
                                                       -------------------------------------------------------------
         (in thousands)                                    As Reported            Adjustment          As Adjusted
         -----------------------------------------------------------------------------------------------------------
          Cash Flows from Operating Activities:
            Net earnings                                  $         49,659      $        4,422     $         54,081
            Provision for inventories                                3,061                 259                3,320
            Deferred income taxes                                      377               2,208                2,585
            Inventories                                            (74,140)             (6,889)             (81,029)
          Net cash used in operating activities                    (29,146)                  -              (29,146)

          The cumulative  effect on retained  earnings at January 31, 2007 is an
          increase of $59,042,000.
</TABLE>


3.        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. In February 2008,
          the FASB deferred the implementation of the provisions of SFAS No. 157
          relating to nonfinancial assets and liabilities, except those that are
          recognized or disclosed at fair value in the financial statements on a
          recurring  basis (at least  annually) to fiscal years  beginning after
          November 15, 2008.  The adoption of SFAS No. 157 for financial  assets
          that are  recognized  at fair value on a recurring  basis in the first
          quarter  of 2008  did not  have a  material  impact  on the  Company's
          financial  position or earnings (see Note 8).  Management  anticipates
          adopting the remaining provisions of SFAS No. 157 on February 1, 2009.
          This adoption will impact the way in which the Company calculates fair
          value for its annual impairment review of goodwill and when conditions
          exist  that  require  the  Company  to  calculate  the  fair  value of
          long-lived assets; however, management expects that this will not have
          a material effect on the Company's financial position or earnings.


          Effective  with the first  quarter of 2008,  the  Company  changed the
          measurement date for its U.S. employee


                                       8

<PAGE>

          benefit plans from  December 31 to January 31 in  accordance  with the
          measurement  date provisions of SFAS No. 158,  "Employers'  Accounting
          for  Defined  Benefit  Pension  and  Other  Postretirement  Plans - an
          amendment of FASB  Statements No. 87, 88, 106 and 132(R)." The Company
          has elected to use a "13-month"  approach to  proportionally  allocate
          the  transition  adjustment  required  under SFAS No. 158. The Company
          anticipates recording a charge of approximately $2,000,000 to retained
          earnings in the fourth quarter of fiscal year 2008.

          In  December  2007,  the FASB  issued  SFAS No.  160,  "Noncontrolling
          Interests in Consolidated Financial Statements." SFAS No. 160 requires
          a company to clearly  identify  and  present  ownership  interests  in
          subsidiaries   held  by  parties   other  than  the   company  in  the
          consolidated  financial  statements  within  the  equity  section  but
          separate  from the  company's  equity.  It also requires the amount of
          consolidated  net  earnings  attributable  to  the  parent  and to the
          noncontrolling  interest be clearly  identified  and  presented on the
          face of the consolidated  statement of earnings;  changes in ownership
          interest to be accounted for similarly,  as equity transactions;  and,
          when a subsidiary is deconsolidated,  that any retained noncontrolling
          equity investment in the former subsidiary and the gain or loss on the
          deconsolidation  of the subsidiary be measured at fair value. SFAS No.
          160 is  effective  for  financial  statements  issued for fiscal years
          beginning  after  December  15, 2008.  Management  has  evaluated  the
          provisions of SFAS No. 160 and  determined  that its adoption will not
          have  a  material  effect  on  the  Company's  financial  position  or
          earnings.

4.        DISCONTINUED OPERATIONS

          Management   concluded  that  Little   Switzerland,   Inc.'s  ("Little
          Switzerland") operations did not demonstrate the potential to generate
          a return on investment  consistent with  management's  objectives and,
          therefore,  during the second  quarter of 2007 the Company's  Board of
          Directors authorized the sale of Little Switzerland. On July 31, 2007,
          the Company entered into an agreement with NXP Corporation  ("NXP") by
          which NXP would purchase 100% of the stock of Little Switzerland.  The
          transaction   closed  on  September  18,  2007  for  net  proceeds  of
          $32,870,000  which excludes  payments for existing trade payables owed
          to the  Company by Little  Switzerland.  The  purchase  price  remains
          subject to customary post-closing adjustments.  The Company has agreed
          to continue to distribute TIFFANY & CO. merchandise  through TIFFANY &
          CO.  boutiques   maintained  in  certain  LITTLE   SWITZERLAND  stores
          post-closing.   In  addition,   the  Company  has  agreed  to  provide
          warehousing services to Little Switzerland for a transition period.

          The  Company  determined  that the  continuing  cash flows from Little
          Switzerland operations were not significant. Therefore, the results of
          Little  Switzerland  are presented as a discontinued  operation in the
          condensed consolidated financial statements for all periods presented.
          Prior to the  reclassification,  Little Switzerland's results had been
          included within the non-reportable segment Other.

<TABLE>
<CAPTION>

          Summarized  statement of earnings  data for Little  Switzerland  is as
          follows:
 
                                                                                               Three Months Ended
         (in thousands)                                                                          April 30, 2007
         ----------------------------------------------------------------------------------------------------------
          <S>                                                                                    <C>              
          Net revenues                                                                           $          25,146
                                                                                            =======================
          Earnings from operations                                                                              36
          Income tax benefit                                                                                   218
                                                                                            -----------------------
          Earnings from discontinued operations                                                  $             254
                                                                                            =======================


</TABLE>


                                       9

<PAGE>

<TABLE>
<CAPTION>

         Summarized balance sheet data for Little Switzerland is as follows:
                                                                                                   April 30,
         (in thousands)                                                                              2007
         -----------------------------------------------------------------------------------------------------------
          <S>                                                                                 <C> 
          Assets held for sale
            Inventories, net                                                                   $           68,990
            Other current assets                                                                            5,793
            Property, plant and equipment, net                                                             19,728
            Other assets                                                                                   12,823
                                                                                           -------------------------
          Total assets held for sale                                                           $          107,334
                                                                                           =========================
          Liabilities held for sale
            Current liabilities                                                                $           14,975
            Other liabilities                                                                               4,440
                                                                                           -------------------------
          Total liabilities held for sale                                                      $           19,415
                                                                                           =========================
</TABLE>

5.        INVENTORIES

<TABLE>
<CAPTION>

                                                           April 30,           January 31,             April 30,
         <S>                                                <C>                <C>                      <C> 
         (in thousands)                                         2008                  2008                  2007
         ------------------------------------------------------------------------------------------------------------
          Finished goods                             $       987,383       $       942,860       $       932,158
          Raw materials                                      374,721               352,211               331,712
          Work-in-process                                    104,062                77,326                71,859
                                                  -------------------------------------------------------------------
          Inventories, net                           $     1,466,166       $     1,372,397       $     1,335,729
                                                  ===================================================================
</TABLE>

6.        INCOME TAXES

          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  its  subsidiaries  have  a  material  presence,
          including  Japan  (tax  years  2003-2005)  and New York City (tax year
          2002). Tax years from 2005-present are open to examination in the U.S.
          and tax years  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  laws  and  that  it has
          adequately provided for these matters.  However, the audits may result
          in proposed  assessments  where the ultimate  resolution may result in
          the Company  owing  additional  taxes.  Ongoing  audits are in various
          stages of  completion  and while the Company does not  anticipate  any
          material changes in unrecognized  income tax benefits over the next 12
          months,  future  developments  in the audit  process  may  result in a
          change in management's assessment.

7.        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)                                                                   2008               2007
         ------------------------------------------------------------------------------------------------------------
          Net earnings for basic and diluted EPS                             $            64,390    $        54,081
                                                                            =========================================

          Weighted average shares for basic EPS                                          126,458            136,488
          Incremental shares based upon the assumed exercise of stock
            options and restricted stock units                                             2,315              3,236
                                                                            -----------------------------------------
          Weighted average shares for diluted EPS                                        128,773            139,724
                                                                            =========================================
</TABLE>

                                       10


<PAGE>

          For the three  months  ended  April  30,  2008 and  2007,  there  were
          1,805,000  and  704,000  stock  options  and  restricted  stock  units
          excluded  from the  computations  of earnings per diluted share due to
          their antidilutive effect.

8.        FAIR VALUE MEASUREMENTS

          The Company adopted SFAS No. 157, "Fair Value Measurements," effective
          February 1, 2008, with respect to fair value measurements of financial
          assets and liabilities  that are recognized or disclosed at fair value
          in the Company's  financial  statements on a recurring basis (at least
          annually).

          SFAS No. 157 defines  fair value as the  exchange  price that would be
          received for an asset or paid to transfer a liability  (an exit price)
          in the  principal  or  most  advantageous  market  for  the  asset  or
          liability in an orderly transaction between market participants on the
          measurement date. SFAS No. 157 also establishes a fair value hierarchy
          which requires an entity to maximize the use of observable  inputs and
          minimize the use of unobservable inputs when measuring fair value. The
          standard  describes three levels of inputs that may be used to measure
          fair value:

          Level 1 - Quoted  prices in active  markets  for  identical  assets or
          liabilities.

          Level 2 - Observable  market-based  inputs or unobservable inputs that
          are corroborated by market data.

          Level 3 - Unobservable  inputs  reflecting the reporting  entity's own
          assumptions.

          The Company  uses the market  approach  to measure  fair value for its
          mutual funds,  yen put options and collars and the income  approach to
          value its interest-rate swap agreements.  The following table provides
          information  by level for assets that are  measured at fair value on a
          recurring basis:


<TABLE>
<CAPTION>
                                                                              Fair Value Measurements
                                                                            Using Inputs Considered as
                                                Fair Value at   -----------------------------------------------------
         (in thousands)                        April 30, 2008        Level 1            Level 2           Level 3
         ------------------------------------------------------------------------------------------------------------
          <S>                                   <C>             <C>             <C>                 <C>            
          Mutual funds                          $      28,480   $         28,480    $           -      $          -
          Yen put options                               1,849                  -            1,849                 -
          Collars                                       4,514                  -            4,514                 -
          Interest-rate swap agreements                 4,029                  -            4,029                 -
</TABLE>


          In Japan,  the Company uses yen put options to minimize the  potential
          effect of a weakening yen on U.S. dollar-denominated transactions over
          a maximum  term of 12 months.  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.  The Company  uses a  combination  of call and put option
          contracts in a net-zero cost collar arrangement  ("collars") as hedges
          of a portion  of  forecasted  purchases  of  platinum  and  silver for
          internal manufacturing.


                                       11


<PAGE>


9.        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
                                                  ------------------------------------------------------------------
          (in thousands)                                    2008             2007             2008             2007
         -----------------------------------------------------------------------------------------------------------
         <S>                                        <C>              <C>             <C>               <C>         
         Service cost                               $      4,570     $      4,547    $         417     $        318
         Interest cost                                     4,397            3,928              478              470
         Expected return on plan assets                   (3,914)          (3,429)               -                -
         Amortization of prior service cost                  321              321             (198)            (223)
         Amortization of net loss                            153              640                -               10
                                                  ------------------------------------------------------------------
         Net expense                                $      5,527     $      6,007    $         697     $        575
                                                  ==================================================================
</TABLE>


10.       SEGMENT INFORMATION

          Effective  with this first  quarter,  management  has changed  segment
          reporting to reflect operating results for the following regions:  the
          Americas,  Asia-Pacific  and  Europe.  Prior  year  results  have been
          revised to reflect  this  change.  The Company has expanded its global
          reach  and  management  has  determined  to  assess  performance  on a
          region-by-region  basis,  rather  than on a  channel  of  distribution
          basis.

          The Company's reportable segments are as follows:

               o    "Americas"  includes  sales in  TIFFANY & CO.  stores in the
                    U.S.,  Canada and Latin/South  America,  as well as sales in
                    those   markets   of   TIFFANY   &  CO.   products   through
                    business-to-business,   Internet,   catalog  and   wholesale
                    operations. 
               o    "Asia-Pacific" includes sales in TIFFANY & CO. stores in the
                    Asia-Pacific  region  (which  includes  sales in  Japan,  in
                    Asia-Pacific  countries  outside  Japan,  and in the  Middle
                    East),  as well as sales in those  markets  of TIFFANY & CO.
                    products   through   business-to-business,    Internet   and
                    wholesale operations. 
               o    "Europe"  includes  sales in TIFFANY & CO. stores in Europe,
                    as well as sales in those markets of TIFFANY & CO.  products
                    through   business-to-business,   Internet   and   wholesale
                    operations.

          The  "Other"  channel  of  distribution  includes  all  non-reportable
          segments. Sales in the Other channel of distribution primarily consist
          of wholesale  sales of diamonds  obtained  through bulk purchases that
          were  subsequently  deemed not suitable for the  Company's  needs.  In
          addition,  Other includes worldwide sales made by businesses  operated
          under  trademarks or tradenames  other than TIFFANY & CO. and earnings
          received from third party licensing agreements.


                                       12

<PAGE>


<TABLE>
<CAPTION>

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

                                                                          Three Months Ended April 30,
                                                             -------------------------------------------------------
          (in thousands)                                                        2008                        2007
         -----------------------------------------------------------------------------------------------------------
          Net sales:
           <S>                                                     <C>                         <C>              
           Americas                                                $         373,565           $         353,349
           Asia-Pacific                                                      222,037                     183,094
           Europe                                                             60,125                      43,544
                                                             -------------------------------------------------------
           Total reportable segments                                         655,727                     579,987
           Other                                                              12,422                      15,742
                                                             -------------------------------------------------------
                                                                   $         668,149           $         595,729
                                                             =======================================================

          Earnings (losses) from continuing operations*:
           Americas                                                $          68,291           $          62,102
           Asia-Pacific                                                       56,365                      49,299
           Europe                                                             11,574                       7,620
                                                             -------------------------------------------------------
           Total reportable segments                                         136,230                     119,021
           Other                                                              (4,025)                     (4,496)
                                                             -------------------------------------------------------
                                                                   $         132,205           $         114,525
                                                             =======================================================
         
          *Represents  earnings  (losses)  from  continuing   operations  before
          unallocated  corporate  expenses and other expenses, net.

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


<TABLE>
<CAPTION>

                                                                           Three Months Ended April 30,
                                                             -------------------------------------------------------
         (in thousands)                                                         2008                        2007
         -----------------------------------------------------------------------------------------------------------
          <S>                                                        <C>                       <C>
          Earnings from continuing operations for                                              
           segments                                                  $       132,205           $         114,525
          Unallocated corporate expenses                                     (28,896)                    (26,608)
          Other expenses, net                                                 (1,508)                     (3,085)
                                                             -------------------------------------------------------
          Earnings from continuing operations before                 $       101,801           $          84,832
           income taxes
                                                             =======================================================

          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.
</TABLE>


11.       SUBSEQUENT EVENT

          On May 15,  2008,  the  Company's  Board of  Directors  declared a 13%
          increase  in  the  quarterly   dividend  rate  on  its  Common  Stock,
          increasing  it from $0.15 per share to $0.17 per share.  This dividend
          will be paid on July 10,  2008 to  stockholders  of record on June 20,
          2008.


                                       13

<PAGE>


PART I. Financial Information


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


OVERVIEW
--------

Tiffany & Co. (the  "Company") is a holding  company that  operates  through its
subsidiary companies.  The Company's principal subsidiary,  Tiffany and Company,
is a jeweler and specialty retailer whose principal merchandise offering is 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.

Effective with this first quarter,  management has changed segment  reporting to
reflect operating results for the following regions: the Americas,  Asia-Pacific
and Europe.  Prior year results  have been  revised to reflect this change.  The
Company has expanded its global reach and  management  has  determined to assess
performance  on  a  region-by-region   basis,   rather  than  on  a  channel  of
distribution basis. The Company's reportable segments are as follows:

     o    "Americas"  includes sales in TIFFANY & CO. stores in the U.S., Canada
          and Latin/South  America, as well as sales in those markets of TIFFANY
          & CO. products  through  business-to-business,  Internet,  catalog and
          wholesale operations.

     o    "Asia-Pacific"   includes  sales  in  TIFFANY  &  CO.  stores  in  the
          Asia-Pacific  region (which  includes sales in Japan,  in Asia-Pacific
          countries  outside Japan, and in the Middle East), as well as sales in
          those markets of TIFFANY & CO. products through  business-to-business,
          Internet and wholesale operations.

     o    "Europe"  includes sales in TIFFANY & CO. stores in Europe, as well as
          sales  in  those   markets   of   TIFFANY  &  CO.   products   through
          business-to-business, Internet and wholesale operations.

     o    The  "Other"  channel  of  distribution  includes  all  non-reportable
          segments. Sales in the Other channel of distribution primarily consist
          of wholesale  sales of diamonds  obtained  through bulk purchases that
          were  subsequently  deemed not suitable for the  Company's  needs.  In
          addition,  Other includes worldwide sales made by businesses  operated
          under  trademarks or tradenames  other than TIFFANY & CO. and earnings
          received from third party licensing agreements.

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

Highlights
----------

     o    Worldwide  net  sales  increased  12%  in  the  three  months  ("first
          quarter") ended April 30, 2008.  Sales were strong in the Asia-Pacific
          and Europe segments.

     o    Worldwide  comparable store sales increased 3% in the first quarter on
          a constant-exchange-rate basis (see Non-GAAP Measures).

     o    Net  earnings  rose  19% to  $64,390,000  in the  first  quarter.  Net
          earnings per diluted share rose 28%.

     o    The Company  repurchased  and retired 1.4 million shares of its Common
          Stock during the first quarter.

     o    In May 2008, the Board of Directors  increased the annual divided rate
          by 13%.


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.


                                       14

<PAGE>

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


<TABLE>
<CAPTION>

                                                              First Quarter 2008 vs. 2007
                                     -------------------------------------------------------------------------------
                                                                                             Constant-Exchange-
                                          GAAP Reported           Translation Effect            Rate Basis
                                     -------------------------------------------------------------------------------
Net Sales:
----------
<S>                                             <C>                           <C>                      <C>
Worldwide                                       12%                           4%                       8%
Americas                                         6%                           1%                       5%
    U.S.                                         5%                            -                       5%
Asia-Pacific                                    21%                          11%                      10%
    Japan                                       13%                          15%                     (2)%
    Other Asia-Pacific                          39%                           7%                      32%
Europe                                          38%                           8%                      30%

Comparable Store Sales:
-----------------------
Worldwide                                        7%                           4%                       3%
Americas                                         1%                            -                       1%
    U.S.                                          -                            -                        -
Asia-Pacific                                    15%                          11%                       4%
    Japan                                        7%                          14%                     (7)%
    Other Asia-Pacific                          28%                           6%                      22%
Europe                                          21%                           9%                      12%

</TABLE>


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

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

<TABLE>
<CAPTION>

                                                                                       First Quarter
                                                                          -----------------------------------------
                                                                                       2008                2007
                                                                          -----------------------------------------
<S>                                                                                   <C>                <C>   
Net sales                                                                             100.0%             100.0%
Cost of sales                                                                          42.9                43.9
                                                                          -----------------------------------------
Gross profit                                                                           57.1                56.1
Selling, general and administrative expenses                                           41.6                41.3
                                                                          -----------------------------------------
Earnings from continuing operations                                                    15.5                14.8
Other expenses, net                                                                     0.3                 0.6
                                                                          -----------------------------------------
Earnings from continuing operations before income taxes                                15.2                14.2
Provision for income taxes                                                              5.6                 5.1
                                                                          -----------------------------------------
Net earnings from continuing operations                                                 9.6                 9.1
Earnings from discontinued operations, net of tax                                         -                   -
                                                                          -----------------------------------------
Net earnings                                                                           9.6%                9.1%
                                                                          =========================================
</TABLE>


                                       15

<PAGE>


Net Sales 
---------
Net sales were as follows:

<TABLE>
<CAPTION>

                                                            First Quarter
                           ---------------------------------------------------------------------------------
<S>                            <C>                        <C>                          <C>   
                                          2008                       2007                   Increase
(in thousands)                                                                            (Decrease)
------------------------------------------------------------------------------------------------------------
Americas                      $        373,565              $     353,349                         6%
Asia-Pacific                           222,037                    183,094                        21%
Europe                                  60,125                     43,544                        38%
Other                                   12,422                     15,742                       (21%)
                           ---------------------------------------------------------------------------------
                              $        668,149              $     595,729                        12%
                           =================================================================================
</TABLE>


Comparable  Store  Sales.  Reference  will be made to  "comparable  store sales"
below. A store's sales are included in comparable store sales when the store has
been open for more than 12  months.  In  markets  other  than  Japan,  sales for
relocated stores are included in comparable store sales if the relocation occurs
within the same  geographical  market.  In Japan  (included in the  Asia-Pacific
segment), sales for a new store or boutique are not included if the boutique 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.

Americas.  Total sales in the Americas region  increased 6%, or $20,216,000,  in
the first quarter primarily due to non-comparable U.S. retail store sales growth
of $15,515,000. U.S. retail comparable store sales were equal to the prior year,
resulting  from a 16%  increase in the New York  Flagship  store  offset by a 4%
decline in comparable  branch stores.  U.S. retail stores  benefited from higher
levels of sales to foreign visitors, especially in the New York Flagship store.

Asia-Pacific.   Total  sales  in  the  Asia-Pacific  region  increased  21%,  or
$38,943,000, in the first quarter primarily due to comparable store sales growth
of 15% (or $24,732,000) and non-comparable store sales growth of $11,071,000. On
a  constant-exchange-rate  basis,  Asia-Pacific  region sales  increased 10% and
comparable store sales rose 4% (consisting of a 22% increase in comparable store
sales in  Asia-Pacific  regions outside of Japan offset by a 7% decline in Japan
comparable store sales). Management does not expect a significant improvement in
comparable store sales in Japan in the short term.  Management will continue its
efforts  to improve  sales in that  market by  improving  the  locations  of its
boutiques and stores and by cultivating  important customer  relationships.  The
sales  increase in the  Asia-Pacific  region on a  constant-exchange-rate  basis
primarily resulted from an increase in the number of units sold.

Europe.  Total sales in the Europe region increased 38%, or $16,581,000,  in the
first  quarter  due  primarily  to  comparable  store  sales  growth  of 21% (or
$7,465,000)  and  non-comparable   store  sales  growth  of  $5,640,000.   On  a
constant-exchange-rate  basis,  Europe region sales increased 30% and comparable
store sales rose 12%,  reflecting  strong growth in the United  Kingdom and most
Continental  European  markets.  The total  increase in Europe region sales on a
constant-exchange-rate  basis  resulted  from an increase in the number of units
sold.

Other.  Other sales decreased 21% (or $3,320,000) in the first quarter primarily
due to decreased  wholesale  sales of diamonds that were deemed not suitable for
the Company's needs, which decreased to $9,570,000 from $13,638,000 in the prior
year first quarter.


                                       16


<PAGE>


Store Data. Management expects to open approximately 24 Company-operated TIFFANY
& CO. stores and boutiques in 2008,  increasing the store-base by  approximately
13%. Management's announced openings and closings of TIFFANY & CO. stores are:


<TABLE>
<CAPTION>

<S>                                                                 <C>                        <C>   
                                                                   Actual Openings             Expected Openings
Location                                                                 2008                        2008
------------------------------------------------------------------------------------------------------------------
Americas:
    Los Angeles - Westfield Topanga Center, California              First Quarter
    West Hartford, Connecticut                                                                 Second Quarter
    Glendale, California                                                                       Third Quarter
    Pittsburgh, Pennsylvania                                                                   Third Quarter
    Uncasville - Mohegan Sun, Connecticut                                                      Third Quarter
    Columbus, Ohio                                                                             Fourth Quarter
Asia-Pacific:
    Fukuoka, Japan                                                  First Quarter
    Osaka, Japan                                                    First Quarter
    Shizuoka, Japan                                                 First Quarter
    Tokyo, Japan                                                    First Quarter
    Chengdu, China                                                  First Quarter
    Shenyang, China                                                 First Quarter
    Perth, Australia                                                                           Second Quarter
Europe:
    London - Heathrow Airport, United Kingdom                       First Quarter
    Brussels, Belgium                                                                          Second Quarter
    London - Westfield, United Kingdom                                                         Third Quarter
    Madrid, Spain                                                                              Third Quarter
    Dusseldorf, Germany                                                                        Third Quarter
    Dublin, Ireland                                                                            Third Quarter

</TABLE>


Gross Margin
------------
Gross margin (gross profit as a percentage of net sales)  increased in the first
quarter by 1.0 percentage point. The primary components of the net increase were
(i) a 0.6  percentage  point  increase due to the  leverage  effect of increased
sales  applied  against  fixed  product-related   costs,  which  includes  costs
associated with merchandising and distribution,  and (ii) a 0.4 percentage point
increase due to a decrease in low-margin wholesale sales of diamonds.

Selling, General and Administrative ("SG&A") Expenses
-----------------------------------------------------
SG&A expenses increased $31,904,000,  or 13%, in the first quarter primarily due
to increased labor and benefit costs of $10,415,000  and increased  depreciation
and store  occupancy  expenses of $8,693,000,  (both of which are largely due to
new and  existing  stores),  as well as an increase of  $5,332,000  in marketing
expenses.  Changes in foreign currency exchange rates increased SG&A expenses by
approximately  $9,000,000  compared  to  April  30,  2007.  SG&A  expenses  as a
percentage of net sales increased by 0.3 percentage  point to 41.6% in the first
quarter.


                                       17



<PAGE>


<TABLE>
<CAPTION>

Earnings from Continuing Operations 
-----------------------------------
<S>                                          <C>                 <C>                 <C>                  <C>   
                                            First Quarter        % of Net          First Quarter         % of Net
(in thousands)                                   2008             Sales*               2007               Sales*
--------------------------------------------------------------------------------------------------------------------
Earnings (losses) from continuing 
    operations:
    Americas                               $     68,291             18.3%       $      62,102               17.6%
    Asia-Pacific                                 56,365             25.4%              49,299               26.9%
    Europe                                       11,574             19.2%               7,620               17.5%
    Other                                        (4,025)           (32.4%)             (4,496)             (28.6%)
                                        ----------------------------------------------------------------------------
                                                132,205                               114,525
Unallocated corporate expenses                  (28,896)             4.3%             (26,608)               4.5%
                                        ----------------------------------------------------------------------------
Earnings from continuing  
    operations                             $    103,309             15.5%       $      87,917               14.8%
                                        ============================================================================
</TABLE>




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

Earnings from  continuing  operations  increased 18% in the first quarter.  On a
segment basis, the ratio of earnings (losses) from continuing operations (before
the effect of unallocated  corporate expenses,  other operating income and other
expenses, net) to each segment's net sales in the first quarter of 2008 and 2007
was as follows:

     o    Americas - the ratio increased 0.7 percentage point due to an increase
          in gross margin (due to changes in sales mix and the  leverage  effect
          of increased sales applied against fixed product-related costs);

     o    Asia-Pacific - the ratio decreased 1.5 percentage points partly due to
          a decline  in gross  margin  (due to  changes in sales mix) as well as
          increased  operating  expenses  in  Japan  (marketing  and  new  store
          related),  partly  offset by increased  profitability  in most markets
          other than Japan;

     o    Europe - the ratio  increased 1.7  percentage  points partly due to an
          increase  in  gross  margin  (due to  changes  in  sales  mix) and the
          leveraging of operating expenses; and

     o    Other - The  operating  loss  in  each  year  primarily  reflects  the
          operating  performance of the Company's Iridesse subsidiary.  The loss
          ratio  increased 3.8 percentage  points  primarily due to a decline in
          wholesale diamond sales.

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.

Other Expenses, net
-------------------
Other expenses, net decreased $1,577,000 in the first quarter primarily due to a
decrease in interest expense as a result of favorable variable interest rates.

Provision for Income Taxes
--------------------------
The  effective  income tax rate for the first  quarter was 36.7% versus 36.5% in
the prior year.

2008 Outlook
------------
Management's full-year 2008 expectations are currently as follows:

     o    Net sales growth of 10% in 2008.  The net sales  objective is composed
          of (i) an  increase  in the number of  company-operated  TIFFANY & CO.
          locations by approximately  13%; (ii) a  high-single-digit  percentage
          increase  in total  sales in the  Americas  region,  which  includes a
          low-single-digit  percentage  increase in U.S.  comparable store sales
          for  the  year  and  a   mid-single-digit   percentage   increase   in
          Internet/catalog  sales;  (iii) a  low-teens  percentage  increase  in
          annual  sales growth in dollars in the total  Asia-Pacific  region and
          more than 20% growth in dollars  in Europe,  including  local-currency
          comparable store sales increasing by a mid-single-digit  percentage in
          Asia-Pacific and by a low-double-digit  percentage in Europe; and (iv)
          a modest decline in the Other channel.


                                       18


<PAGE>

          o    Management's outlook for U.S. sales includes improvement later in
               the year based on easier  year-over-year  comparisons  as well as
               the assumption of a gradually improving economic scenario.

     o    Operating  margin to be  approximately  equal to the prior year,  when
          adjusted  for the  various  one-time  items  recorded  in 2007 and the
          change  in the  inventory  accounting  method.  The  operating  margin
          objective  includes  (i) an increase in gross margin and (ii) a modest
          increase in the SG&A expense ratio.

     o    Other expenses, net of approximately $15 - $17 million.

     o    An effective tax rate of approximately 36% - 37%.

     o    Net earnings per diluted share of $2.80 - $2.90.

New Accounting Standards 
------------------------
See note 3 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 requirements and
capital  expenditures  needs.  The ratio of total debt  (short-term  borrowings,
current  portion of long-term debt and long-term debt) to  stockholders'  equity
was 35% at April 30, 2008, 26% at January 31, 2008, and 27% at April 30, 2007.

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


<TABLE>
<CAPTION>

                                                                                    First Quarter

                                                                  ---------------------------------------------------
<S>                                                                     <C>                      <C>
(in thousands)                                                                    2008                      2007
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in):

  Operating activities                                                 $      (154,565)          $       (29,146)

  Investing activities                                                         (27,255)                  (26,942)

  Financing activities                                                          91,674                    (2,888)

Effect of exchange rates on cash and cash equivalents                            3,117                     2,692

Net cash used in discontinued operations                                             -                    (2,950)
                                                                  ---------------------------------------------------
Net decrease in cash and cash equivalents                              $       (87,029)          $       (59,234)
                                                                  ===================================================
</TABLE>


Operating Activities
--------------------
The Company's net cash outflow from operating  activities of $154,565,000 in the
first quarter of 2008 compared with an outflow of $29,146,000.  The cash outflow
in the first  quarter of 2008 resulted  primarily  from  increased  income taxes
payable  largely  associated  with  the  sale-leasebacks  of the  TIFFANY  & CO.
Flagship stores in Tokyo and London.

Working Capital.  Working capital (current assets less current  liabilities) and
the corresponding  current ratio (current assets divided by current liabilities)
were  $1,373,639,000 and 3.5 at April 30, 2008, compared with $1,337,454,000 and
3.3 at January 31, 2008 and $1,395,714,000 and 4.5 at April 30, 2007.

Accounts receivable,  less allowances at April 30, 2008 were approximately equal
to  January  31,  2008  and  were  21%  higher  than  at  April  30,  2007.  The
year-over-year  change is  primarily  due to a foreign tax  receivable  (that is
expected to be collected  later this year) and an increase in sales.  Changes in
foreign  currency  exchange rates had an  insignificant  effect on the change in
account  receivable  balances  at April 30,  2008  versus  January  31, 2008 and
increased account receivable balances by 6% compared to April 30, 2007.

Inventories,  net at April 30, 2008 were 7% above January 31, 2008 and 10% above
April 30, 2007. Combined raw material and work-in-process  inventories increased
11% over January 31, 2008 and 19% over April 30, 2007 due to increased  precious
metal  costs  and  diamond   quantities   needed  to  support  internal  jewelry
manufacturing.  Finished 

                                       19

<PAGE>


goods  inventories  increased  5% over January 31,  2008,  reflecting  new store
openings,  increased  product  costs as well as broadened  product  assortments.
Finished  goods  inventories  increased 6% over April 30, 2007  primarily due to
changes in foreign currency exchange rates.

Management  continues  to  expect a  high-single-digit  percentage  increase  in
inventories, net in 2008.

Investing Activities
--------------------
The Company's net cash outflow from  investing  activities of $27,255,000 in the
first  quarter of 2008  compared  with an outflow  of  $26,942,000  in the first
quarter of 2007.

Capital Expenditures. Capital expenditures were $26,208,000 in the first quarter
of 2008  compared  with  $31,548,000  in the first  quarter of 2007.  Management
estimates that capital  expenditures will be approximately  $200,000,000 in 2008
(compared  with  approximately  $186,000,000  in the  prior  year)  due to costs
related to the opening and  renovation of stores and to ongoing  investments  in
new systems.

Marketable Securities. The Company invests excess cash in short-term investments
and  marketable  securities.  The Company had (net purchases of) or net proceeds
from  investments  in  marketable  securities  and  short-term   investments  of
($209,000) and $5,238,000 in the first quarter of 2008 and 2007.

Financing Activities
--------------------
The Company's net cash inflow from  financing  activities of  $91,674,000 in the
first  quarter  of 2008  compared  with an outflow  of  $2,888,000  in the first
quarter of 2007.  The cash  inflow was due to higher  proceeds  from  short-term
borrowings,  partly offset by increased share  repurchases and reduced  proceeds
from the exercise of employees' stock options.

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


<TABLE>
<CAPTION>

                                                                         First Quarter
                                                      ---------------------------------------------------
<S>                                                        <C>                        <C>   
(in thousands, except per share amounts)                               2008                      2007
---------------------------------------------------------------------------------------------------------
Cost of repurchases                                         $        54,837           $        24,997

Shares repurchased and retired                                        1,383                       521

Average cost per share                                      $         39.66           $         48.01

</TABLE>


At April 30, 2008,  there  remained  $565,969,000  of  authorization  for future
repurchases. The Company's stock repurchase program expires in January 2011. 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, 2008, the Company was in compliance with all loan covenants.

Contractual Obligations
-----------------------
The Company's  contractual cash obligations and commercial  commitments at April
30, 2008 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, 2008.

Based  on the  Company's  financial  position  at  April  30,  2008,  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  at least one-third of
annual net sales and approximately  one-half of annual net earnings.  Management
expects such seasonality to continue.


                                       20


<PAGE>

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,   earnings  per  share,   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.



                                       21

<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 potential effect of a
weakening yen on U.S. dollar-denominated  transactions over a maximum term of 12
months.  The Company  also 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.

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.

The Company uses a  combination  of call and put option  contracts in a net-zero
cost  collar  arrangement  ("collars"),  as hedges of a  portion  of  forecasted
purchases of platinum and silver for internal manufacturing. If the price of the
precious  metal at the time of the  expiration  of the collar is within the call
and put price,  the collar would  expire at no cost to the Company.  The maximum
term over which the Company is hedging its exposure to the variability of future
cash flows for all forecasted transactions is 12 months.

Management  neither  foresees nor expects  significant  changes in the Company's
exposure to fluctuations in foreign currencies, interest rates or precious metal
prices, nor in its risk-management practices.


                                       22


<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.



                                       23



<PAGE>



PART II.    Other Information

Item 1A.    Risk Factors

As is  the  case  for  any  retailer,  Registrant's  success  in  achieving  its
objectives  and  expectations  is dependent  upon general  economic  conditions,
competitive  conditions and consumer  attitudes.  However,  certain  factors are
specific to the Registrant and/or the markets in which it operates.

The  following  "risk  factors" are specific to  Registrant;  these risk factors
affect the likelihood that Registrant will achieve the financial  objectives and
expectations communicated by management:

(i)  Risk:  that  a  decline  in  consumer   confidence  will  adversely  affect
Registrant's sales.

     As a retailer  of goods  which are  discretionary  purchases,  Registrant's
sales  results are  particularly  sensitive  to changes in consumer  confidence.
Consumer confidence is affected by general business  conditions;  changes in the
market value of securities  and real estate;  inflation;  interest rates and the
availability of consumer credit;  tax rates; and expectations of future economic
conditions and employment prospects.

     Consumer spending for discretionary  goods generally  declines during times
of falling  consumer  confidence,  which  will  negatively  affect  Registrant's
earnings because of its cost base and inventory investment.

(ii) Risk: that sales will decline or remain flat in Registrant's  fourth fiscal
quarter, which includes the holiday selling season.

     Registrant's  business  is  seasonal  in nature,  with the  fourth  quarter
typically  representing at least one-third of annual net sales and approximately
one-half of annual net earnings.  Poor sales results during  Registrant's fourth
quarter will have a material adverse effect on Registrant's sales and profits.

(iii) Risk: that regional instability and conflict will disrupt tourist travel.

     Unsettled regional and global conflicts or crises which 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 Registrant  operates retail stores could adversely  affect the
Registrant's sales and profits.

(iv) Risk: that the Japanese yen will weaken against the U.S. dollar and require
Registrant to raise prices or shrink profit margins in Japan.

     Registrant's  sales in Japan represented  approximately 17% of Registrant's
net sales in Fiscal  2007. A  substantial  weakening of the Japanese yen against
the U.S. dollar would require  Registrant to raise its retail prices in Japan or
reduce its profit margins.  Japanese  consumers may not accept significant price
increases  on  Registrant's  goods;  thus  there  is a risk  that a  substantial
weakening of the yen will result in reduced sales or profit margins.

(v) Risk: that Registrant will be unable to continue to offer merchandise
designed by Elsa Peretti or Paloma Picasso.

     Registrant's  long-standing  right  to sell  the  jewelry  designs  of Elsa
Peretti  and  Paloma  Picasso  and use their  trademarks  is  responsible  for a
substantial  portion of  Registrant's  revenues.  Merchandise  designed  by Elsa
Peretti and by Paloma Picasso accounted for 11% and 3% of Fiscal 2007 net sales,
respectively.  Tiffany has exclusive license  arrangements with Elsa Peretti and
Paloma Picasso;  these  arrangements  are subject to royalty payments as well as
other requirements. Each license may be terminated by Tiffany or the designer on
six-months  notice,  even in the case where no default has  occurred.  Also,  no
agreements  have been made for the  continued  sale of the designs or use of the
trademarks  ELSA  PERETTI  or  PALOMA  PICASSO  following  the  death of  either
designer.  Loss of either license would materially adversely affect Registrant's
business through lost sales and profits.

(vi) Risk: that increased  commodity prices or reduced supply  availability will
adversely affect  Registrant's  ability to produce and sell products at historic
profit margins.


                                       24


<PAGE>


     Most of  Registrant's  jewelry  and  non-jewelry  offerings  are made  with
diamonds,  gemstones and/or precious metals. A significant  change in the prices
of these  commodities  could adversely affect  Registrant's  business,  which is
vulnerable  to  the  risks  inherent  in  the  trade  for  such  commodities.  A
substantial  decrease in the supply or an increase in the price of raw materials
and/or  high-quality  rough and  polished  diamonds  within the quality  grades,
colors and sizes that customers  demand could lead to decreased  customer demand
and lost sales and/or reduced gross profit margins.

(vii) Risk:  that the value of the TIFFANY & CO.  trademark  will decline due to
the sale by infringers of counterfeit merchandise.

     The  TIFFANY  & CO.  trademark  is an  asset  which  is  essential  to  the
competitiveness  and  success of  Registrant's  business  and  Registrant  takes
appropriate action to protect it. However, Registrant's enforcement actions have
not stopped the imitation and  counterfeit  of  Registrant's  merchandise or the
infringement  of the trademark.  The continued  sale of counterfeit  merchandise
could have an adverse effect on the TIFFANY & CO. brand by undermining Tiffany's
reputation  for quality  goods and making such goods  appear less  desirable  to
consumers  of luxury  goods.  Damage to the brand would result in lost sales and
profits.

(viii) Risk: that Registrant  will be unable to lease  sufficient  space for its
retail stores in prime locations.

     Registrant,  positioned as a luxury goods  retailer,  has  established  its
retail  presence in choice store  locations.  If  Registrant  cannot  secure and
retain  locations  on  suitable  terms  in prime  and  desired  luxury  shopping
locations, its expansion plans, sales and profits will be jeopardized.

(ix) Risk: that Registrant's  business is dependent upon the distinctive  appeal
of the TIFFANY & CO. brand.

     The TIFFANY & CO. brand's association with quality,  luxury and exclusivity
is integral  to the success of  Registrant's  business.  Registrant's  expansion
plans for retail and direct  selling  operations  and  merchandise  development,
production  and  management  support  the  brand's  appeal.  Consequently,  poor
maintenance, promotion and positioning of the TIFFANY & CO. brand through market
over-saturation may adversely affect the business by diminishing the distinctive
appeal of the TIFFANY & CO. brand and tarnishing its image.  This will result in
lower sales and profits.


                                       25


<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 2008:


<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, 2008 through           423,600               $38.43             423,600           $604,526,000
February 29, 2008
--------------------------------------------------------------------------------------------------------------
March 1, 2008 through              443,000               $37.83             443,000           $587,768,000
March 31, 2008
--------------------------------------------------------------------------------------------------------------
April 1, 2008 through              516,000               $42.25             516,000           $565,969,000
April 30, 2008
--------------------------------------------------------------------------------------------------------------
Total                            1,382,600               $39.66           1,382,600           $565,969,000
--------------------------------------------------------------------------------------------------------------
</TABLE>



* In January 2008, the Company's Board of Directors extended the expiration date
of the  program  to  January  2011 and  increased  by  $500,000,000  the  amount
authorized for repurchase of its Common Stock.


                                       26


<PAGE>


<TABLE>
<CAPTION>



 ITEM 6         Exhibits
 <S>            <C>    <C>   
   (a)          Exhibits:

                10.154  Preferability Letter from Independent Registered Public Accounting Firm.

                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.

</TABLE>













                                       27



<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 3, 2008                      By: /s/ James N. Fernandez
                                            ------------------------------
                                            James N. Fernandez
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (principal financial officer)








<PAGE>



                                  Exhibit Index


<TABLE>
<CAPTION>

<S>              <C>    

10.154          Preferability Letter from Independent Registered Public Accounting Firm.

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.

</TABLE>





                                                                 Exhibit 10.154






May 27, 2008


Board of Directors
Tiffany & Co.
600 Madison Avenue
New York, NY 10022

Dear Directors:

We are  providing  this letter to you for  inclusion  as an exhibit to your Form
10-Q filing pursuant to Item 601 of Regulation S-K.

We have been provided a copy of the Company's  Quarterly Report on Form 10-Q for
the period ended April 30, 2008. Note 2 therein describes a change in accounting
principle for inventory costing from the LIFO method to the average cost method.
It should be  understood  that the  preferability  of one  acceptable  method of
accounting  over  another for  inventory  costing has not been  addressed in any
authoritative accounting literature,  and in expressing our concurrence below we
have  relied  on  management's  determination  that this  change  in  accounting
principle is preferable. Based on our reading of management's stated reasons and
justification for this change in accounting  principle in the Form 10-Q, and our
discussions  with  management as to their judgment  about the relevant  business
planning  factors  relating to the change,  we concur with  management that such
change represents, in the Company's circumstances,  the adoption of a preferable
accounting  principle in  conformity
  with  Statement  of  Financial  Accounting
Standards No. 154, Accounting Changes and Error Corrections.

We have not audited any  financial  statements  of the Company as of any date or
for any period  subsequent  to January 31, 2008.  Accordingly,  our comments are
subject  to  change  upon  completion  of an audit of the  financial  statements
covering the period of the accounting change.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP


                                                                    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 3, 2008
                                            /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 3,2008 

                                               /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, 2008, 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 3, 2008
                                              /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, 2008, 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 3, 2008
                                                    /s/ James. N. Fernandez     
                                             -----------------------------------
                                                     James N. Fernandez
                                                 Executive Vice President and
                                                    Chief Financial Officer