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, 2009.
                                       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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes    .  No   X .

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.



                                                                             
Large accelerated filer    X                                                    Accelerated filer   _____

Non-accelerated filer (Do not check if a smaller reporting company)   _____     Smaller reporting company   _____



Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange 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,  124,073,910 shares outstanding at the close
of business on May 31, 2009.



                         TIFFANY & CO. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
                      FOR THE QUARTER ENDED APRIL 30, 2009






PART I - FINANCIAL INFORMATION                                                            PAGE
                                                                                          ----
                                                                                     
Item 1.           Financial Statements

                  Condensed Consolidated Balance Sheets - April 30, 2009,
                       January 31, 2009 and April 30, 2008 (Unaudited)                       3

                  Condensed Consolidated Statements of Earnings - for the
                       three months ended April 30, 2009 and 2008 (Unaudited)                4

                  Condensed Consolidated Statements of Stockholders' Equity -
                       for the three months ended April 30, 2009 and
                       Comprehensive Earnings - for the three months
                       ended April 30, 2009 and 2008 (Unaudited)                             5

                  Condensed Consolidated Statements of Cash Flows - for the
                       three months ended April 30, 2009 and 2008 (Unaudited)                6

                  Notes to Condensed Consolidated Financial Statements
                       (Unaudited)                                                        7-14

Item 2.           Management's Discussion and Analysis of
                       Financial Condition and Results of Operations                     15-22

Item 3.           Quantitative and Qualitative Disclosures About Market Risk                23

Item 4.           Controls and Procedures                                                   24


PART II - OTHER INFORMATION


Item 1A.          Risk Factors                                                           25-27

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds               28

Item 6.           Exhibits                                                                  29

                  (a)  Exhibits



                                       2




PART I.       Financial Information
Item 1.       Financial Statements

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



                                                              April 30,          January 31,           April 30,
                                                                 2009                2009                 2008
                                                          -----------------   -----------------    -----------------
                                                                                          

 ASSETS
   Current assets:
   Cash and cash equivalents                              $      303,729      $      160,445         $      159,625
   Accounts receivable, less allowances
     of $8,837, $9,934 and $8,225                                135,437             164,447                193,154
   Inventories, net                                            1,553,717           1,601,236              1,466,166
   Deferred income taxes                                          12,130              13,640                 27,388
   Prepaid expenses and other current assets                     120,772             108,966                 86,784
                                                          -----------------   -----------------    -----------------
   Total current assets                                        2,125,785           2,048,734              1,933,117

   Property, plant and equipment, net                            721,452             741,048                742,116
   Deferred income taxes                                         165,482             166,517                164,847
   Other assets, net                                             149,533             145,984                169,771
                                                          -----------------   -----------------    -----------------
                                                          $    3,162,252      $    3,102,283         $    3,009,851
                                                          =================   =================    =================
 LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
   Short-term borrowings                                  $       74,199      $      242,966         $      199,421
   Current portion of long-term debt                              40,170              40,426                 65,728
   Accounts payable and accrued liabilities                      163,102             223,566                175,777
   Income taxes payable                                           25,324              27,653                 49,979
   Merchandise and other customer credits                         64,239              67,311                 68,573
                                                          -----------------   -----------------    -----------------
   Total current liabilities                                     367,034             601,922                559,478

   Long-term debt                                                707,477             425,412                346,010
   Pension/postretirement benefit obligations                    203,550             200,603                 81,836
   Deferred gains on sale-leasebacks                             125,555             133,641                144,577
   Other long-term liabilities                                   151,977             152,334                134,422

   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 124,047, 123,844 and 126,281           1,240               1,238                  1,263
   Additional paid-in capital                                    691,977             687,267                656,704
   Retained earnings                                             974,535             971,299              1,032,173
   Accumulated other comprehensive (loss) gain, net of tax:
        Foreign currency translation adjustments                 (18,989)            (26,238)                48,607
        Deferred hedging (loss) gain                              (6,602)             (8,984)                 3,116
        Unrealized loss on marketable securities                  (5,478)             (6,140)                  (529)
        Net unrealized (loss) gain on benefit plans              (30,024)            (30,071)                 2,194
                                                          -----------------   -----------------    -----------------
   Total stockholders' equity                                  1,606,659           1,588,371              1,743,528
                                                          -----------------   -----------------    -----------------
                                                          $    3,162,252      $    3,102,283         $    3,009,851
                                                          =================   =================    =================

 See notes to condensed consolidated financial statements.




                                       3





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



                                                                                   Three Months Ended
                                                                                        April 30,
                                                                      -----------------------------------------------
                                                                              2009                    2008
                                                                      ----------------------    ---------------------
                                                                                            
Net sales                                                             $           523,059       $          668,149

Cost of sales                                                                     232,032                  286,895
                                                                      ----------------------    ---------------------
Gross profit                                                                      291,027                  381,254

Selling, general and administrative expenses                                      236,587                  277,945
                                                                      ----------------------    ---------------------
Earnings from operations                                                           54,440                  103,309

Interest and other expenses, net                                                   12,444                    1,508
                                                                      ----------------------    ---------------------
Earnings from operations before income taxes                                       41,996                  101,801

Provision for income taxes                                                         17,655                   37,411
                                                                      ----------------------    ---------------------
Net earnings                                                          $            24,341       $           64,390
                                                                      ======================    =====================
Net earnings per share:
          Basic                                                       $              0.20       $             0.51
                                                                      ======================    =====================
          Diluted                                                     $              0.20       $             0.50
                                                                      ======================    =====================

Weighted-average number of common shares:
          Basic                                                                   124,001                  126,458
          Diluted                                                                 124,164                  128,773

See notes to condensed consolidated financial statements.


                                       4



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



                                                                         Accumulated
                                                   Total                       Other     Common Stock      Additional
                                           Stockholders'     Retained  Comprehensive                          Paid-In
                                                  Equity     Earnings    (Loss) Gain   Shares    Amount       Capital
----------------------------------------------------------------------------------------------------------------------
                                                                                          
Balances, January 31, 2009                   $ 1,588,371  $   971,299    $   (71,433)  123,844  $  1,238    $ 687,267
Exercise of stock options and vesting of
   restricted stock units ("RSUs")                   224            -              -       203         2          222
Tax effect of exercise of stock options and
   vesting of RSUs                                (1,125)           -              -         -         -       (1,125)
Share-based compensation expense                   5,613            -              -         -         -        5,613
Cash dividends on Common Stock                   (21,105)     (21,105)             -         -         -            -
Deferred hedging gain, net of tax                  2,382            -          2,382         -         -            -
Unrealized gain on marketable securities,                                                                           -
   net of tax                                        662            -            662         -         -
Foreign currency translation adjustments,                                                                           -
   net of tax                                      7,249            -          7,249         -         -
Net unrealized gain on benefit plans,                                                                               -
   net of tax                                         47            -             47         -         -
Net earnings                                      24,341       24,341              -         -         -            -
                                             ------------------------------------------------------------------------
Balances, April 30, 2009                     $ 1,606,659  $   974,535    $   (61,093)  124,047  $  1,240     $691,977
                                             ========================================================================





                                                          Three Months Ended
                                                               April 30,
                                                    --------------------------------
                                                              2009            2008
                                                    --------------------------------
Comprehensive earnings are as follows:
Net earnings                                             $  24,341        $ 64,390
Deferred hedging gain, net of tax                            2,382           2,227
Foreign currency translation adjustments, net of tax         7,249           6,490
Unrealized gain on marketable securities,
  net of tax                                                   662              92
Net unrealized gain on benefit plans, net of tax                47              66
                                                    --------------------------------
Comprehensive earnings                                  $   34,681        $ 73,265
                                                    ================================


See notes to condensed consolidated financial statements.



                                       5




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



                                                                                    Three Months Ended
                                                                                        April 30,
                                                                     -------------------------------------------------
                                                                                      2009                      2008
                                                                     -----------------------    ----------------------
                                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings                                                         $               24,341     $              64,390
Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities:
    Depreciation and amortization                                                    32,929                    33,419
    Amortization of gain on sale-leaseback                                           (2,335)                   (2,511)
    Excess tax benefits from share-based payment arrangements                            (4)                   (4,854)
    Provision for inventories                                                         7,150                     4,451
    Provision for pension/postretirement benefits                                     5,845                     6,224
    Share-based compensation expense                                                  5,523                    11,661
Changes in assets and liabilities:
    Accounts receivable                                                              26,181                     4,187
    Inventories                                                                      25,662                   (86,942)
    Prepaid expenses and other current assets                                        (9,813)                    6,504
    Accounts payable and accrued liabilities                                        (62,473)                  (25,487)
    Income taxes payable                                                             (3,822)                 (166,012)
    Merchandise and other customer credits                                           (3,268)                      534
    Other, net                                                                       (4,770)                     (129)
                                                                     -----------------------    ----------------------
Net cash provided by (used in) operating activities                                  41,146                  (154,565)
                                                                     -----------------------    ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                (14,685)                  (26,208)
Other                                                                                (1,264)                   (1,047)
                                                                     -----------------------    ----------------------
Net cash used in investing activities                                               (15,949)                  (27,255)
                                                                     -----------------------    ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Repayment of) proceeds from credit facility borrowings, net                        (70,289)                  154,729
Repayment of other short-term borrowings                                            (93,000)                       --
Repayment of long-term debt                                                              --                    (1,433)
Proceeds from issuance of long-term debt                                            300,000                        --
Repurchase of Common Stock                                                               --                   (54,837)
Proceeds from exercise of stock options                                                 224                     7,248
Excess tax benefits from share-based payment arrangements                                 4                     4,854
Cash dividends on Common Stock                                                      (21,105)                  (18,887)
Other                                                                                  (764)                       --
                                                                     -----------------------    ----------------------
Net cash provided by financing activities                                           115,070                    91,674
                                                                     -----------------------    ----------------------
Effect of exchange rate changes on cash and cash equivalents                          3,017                     3,117
                                                                     -----------------------    ----------------------
Net increase (decrease) in cash and cash equivalents                                143,284                   (87,029)
Cash and cash equivalents at beginning of year                                      160,445                   246,654
                                                                     -----------------------    ----------------------
Cash and cash equivalents at end of three months                     $              303,729     $             159,625
                                                                     =======================    ======================

See notes to condensed consolidated financial statements.



                                       6




                         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. (the  "Company") and its  subsidiaries in which a
     controlling  interest is maintained.  Controlling interest is determined by
     majority  ownership  interest  and the absence of  substantive  third-party
     participating  rights or, in the case of  variable  interest  entities,  by
     majority   exposure  to  expected   losses,   residual   returns  or  both.
     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 fairly state the Company's financial position as
     of April 30, 2009 and 2008 and the results of its operations and cash flows
     for the interim periods presented. The condensed consolidated balance sheet
     data for January 31, 2009 is derived from the audited financial statements,
     which are included in the  Company's  Annual Report on Form 10-K and should
     be read in connection with these financial statements.  As permitted by 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, 2009 and 2008 are not
     necessarily indicative of the results of the entire fiscal year.

2.   NEW ACCOUNTING STANDARDS

     In December 2007, the Financial  Accounting Standards Board ("FASB") issued
     Statement   of   Financial   Accounting   Standards   ("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 to 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. The provisions of SFAS No. 160 did not have a material effect on the
     Company's financial position or earnings.

     In September 2006, the FASB issued 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.  Management adopted the remaining provisions of SFAS No.
     157 on February 1, 2009. This adoption impacts 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;  management  has  determined  that  this did not have a
     material effect on the Company's financial position or earnings.

3.   RESTRUCTURING CHARGES

     In the fourth quarter of 2008, the Company's New York subsidiary  offered a
     voluntary  retirement incentive to approximately 800 U.S. employees who met
     certain  age  and  service  eligibility  requirements.   Approximately  600
     employees  accepted  the early  retirement  incentive  and retired from the
     Company



                                       7



     effective  February 1, 2009.  In addition,  to further  align the Company's
     ongoing cost structure with the anticipated  retail  environment for luxury
     goods,  management  approved  a  plan  in  January  2009  to  involuntarily
     terminate additional  manufacturing,  selling and administrative employees,
     primarily in the U.S. The  employment of most of these  employees  ended in
     February  2009.  In  total,  these  actions  resulted  in  a  reduction  of
     approximately 10% of worldwide staffing.

     Cash  expenditures  related to the  restructuring  charges are  expected to
     total $33,361,000.  Most of this amount will be paid in 2009. The following
     table  presents  the  reconciliation  of  the  cash-related   restructuring
     liabilities and spending against those liabilities:

                                                                  Restructuring
     (in thousands)                                                   Liability
     ---------------------------------------------------------------------------
     Liability as of February 1, 2009                         $          33,361
     Payments                                                           (14,788)
                                                           ---------------------
     Liability as of April 30, 2009                           $          18,573
                                                           =====================

4.   INVENTORIES



                               April 30,        January 31,          April 30,
     (in thousands)                 2009               2009               2008
     ---------------------------------------------------------------------------
     Finished goods        $   1,082,029      $   1,115,333      $     987,383
     Raw materials               413,159            416,805            374,721
     Work-in-process              58,529             69,098            104,062
                       ---------------------------------------------------------
     Inventories, net      $   1,553,717      $   1,601,236      $   1,466,166
                       =========================================================

5.   INCOME TAXES

     During  the  three  months  ended  April  30,  2009,  the  gross  amount of
     unrecognized  tax benefits  increased  $884,000 to $55,365,000.  As of that
     date,  the changes in the  unrecognized  tax benefits  that, if recognized,
     would affect the effective tax rate and accrued interest and penalties, was
     not material.

     The  Company is subject to  taxation  in the U.S.  and  various  states and
     foreign  jurisdictions.  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  U.S.  Federal  tax year 2006 and Japan (tax
     years  2003-2005).  Tax years from  2003-present are open to examination in
     various state and other foreign  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.  The  Company  anticipates  that  it  is
     reasonably  possible  that the  total  gross  amount  of  unrecognized  tax
     benefits will decrease by  approximately  $13,000,000 - $28,000,000  in the
     next 12 months,  a portion of which would  affect the  effective  tax rate.
     Future developments may result in a change in this assessment.

6.   EARNINGS PER SHARE

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




                                       8




     The following  table  summarizes the  reconciliation  of the numerators and
     denominators for the basic and diluted EPS computations:



                                                                           Three Months Ended April 30,
                                                                 -----------------------------------------
                                                                                       
     (in thousands)                                                               2009               2008
     -----------------------------------------------------------------------------------------------------
     Net earnings for basic and diluted EPS                                $    24,341          $  64,390
                                                                 =========================================

     Weighted-average shares for basic EPS                                     124,001            126,458

     Incremental shares based upon the assumed exercise of stock
        options and unvested restricted stock units                                163              2,315
                                                                 -----------------------------------------
                                                                               124,164            128,773
     Weighted-average shares for diluted EPS
                                                                 =========================================


     For the three  months ended April 30, 2009 and 2008,  there were  8,485,000
     and 1,805,000  stock options and  restricted  stock units excluded from the
     computations  of  earnings  per  diluted  share  due to their  antidilutive
     effect.

7.   DEBT

     In  April  2009,  the  Company,  in  a  private  transaction  with  various
     institutional  lenders,  issued,  at par,  $50,000,000  10% Series A Senior
     Notes due April 2018.  The proceeds  are  available  for general  corporate
     purposes.  The  agreement  requires lump sum  repayments  upon maturity and
     includes  specific  financial  covenants  and  ratios  and  limits  certain
     payments,  investments and indebtedness,  in addition to other requirements
     customary  to  such  borrowings.   The  note  purchase  agreement  contains
     provisions  for an  uncommitted  shelf  facility  by which the  Company may
     issue,  over the next three  years,  up to an  additional  $100,000,000  of
     Senior Notes for up to a 12-year term at a fixed interest rate based on the
     Treasury rates available at the time of borrowing plus an applicable credit
     spread.

     In February 2009, the Company,  in a private  transaction,  issued, at par,
     $125,000,000  of its 10% Series  A-2009  Senior Notes due February 2017 and
     $125,000,000  of its 10% Series B-2009 Senior Notes due February  2019. The
     proceeds are available to refinance  existing  indebtedness and for general
     corporate  purposes.  The  agreement  requires  lump  sum  repayments  upon
     maturity and includes  specific  financial  covenants and ratios and limits
     certain  payments,  investments  and  indebtedness,  in  addition  to other
     requirements customary to such borrowings.

8.   HEDGING INSTRUMENTS

                             Background Information

     The Company  uses a limited  number of  derivative  financial  instruments,
     including  put  option   contracts,   net-zero-cost   collar   arrangements
     (combination of call and put option contracts) and foreign exchange forward
     contracts to mitigate its exposures to foreign  currency and precious metal
     price  exposures.  Derivative  instruments are recorded on the consolidated
     balance sheet at their fair values,  as either assets or liabilities,  with
     an offset to current or  comprehensive  earnings,  depending on whether the
     derivative is designated as part of an effective hedge  transaction and, if
     it is, the type of hedge  transaction.  If a  derivative  instrument  meets
     certain hedge accounting criteria,  the derivative instrument is designated
     as one of the  following  on the date the  derivative  is  entered  into in
     accordance  with SFAS No. 133  "Accounting  for Derivative  Instruments and
     Hedging Activities" ("SFAS No. 133"):

          o    Fair Value Hedge - A hedge of the exposure to changes in the fair
               value of a recognized asset or liability or an unrecognized  firm
               commitment. For fair value hedge transactions, both the effective
               and ineffective  portions of the changes in the fair value of the
               derivative and changes in the fair value of the item being hedged
               are recorded in current earnings.

          o    Cash Flow Hedge - A hedge of the exposure to  variability  in the
               cash  flows of a  recognized  asset,  liability  or a  forecasted
               transaction.  For cash flow  hedge  transactions,  the  effective
               portion of the changes in fair value of derivatives  are reported
               as other  comprehensive  income  ("OCI")  and are  recognized  in
               current earnings in the period or periods during which the hedged
               transaction  affects


                                       9


               current   earnings.   Amounts  excluded  from  the  effectiveness
               calculation  and any  ineffective  portions of the change in fair
               value of the derivative are recognized in current earnings.

     The Company  formally  documents the nature and  relationships  between the
     hedging instruments and hedged items for a derivative to qualify as a hedge
     at inception and throughout  the hedged period.  The Company also documents
     its risk  management  objectives,  strategies for  undertaking  the various
     hedge   transactions   and  method  of   assessing   hedge   effectiveness.
     Additionally,  for  hedges  of  forecasted  transactions,  the  significant
     characteristics  and  expected  terms of a forecasted  transaction  must be
     specifically  identified,  and it must be  probable  that  each  forecasted
     transaction  will occur.  If it were deemed  probable  that the  forecasted
     transaction  would  not  occur,  the gain or loss  would be  recognized  in
     current  earnings.  Financial  instruments  qualifying for hedge accounting
     must  maintain  a  specified  level  of  effectiveness  between  the  hedge
     instrument and the item being hedged,  both at inception and throughout the
     hedged period.

     The Company does not use derivative  financial  instruments  for trading or
     speculative purposes.

                         Types of Derivative Instruments

     Put Option Contracts - The Company's Japanese  subsidiary  satisfies nearly
     all of its inventory  requirements  by purchasing  merchandise,  payable in
     U.S.  dollars,  from the Company's  principal  subsidiary.  To minimize the
     potentially  negative  effect of a  significant  strengthening  of the U.S.
     dollar against the Japanese yen, the Company purchases put option contracts
     as hedges of forecasted  purchases of merchandise over a maximum term of 12
     months.  If the  market  yen  exchange  rate at the time of the put  option
     contract's  expiration is stronger than the  contracted  exchange rate, the
     Company  allows the option to expire,  limiting its loss to the cost of the
     put option  contract.  The Company accounts for its put option contracts as
     cash flow hedges.  The Company  assesses hedge  effectiveness  based on the
     total changes in the options' cash flows.

     As of  April  30,  2009,  the  notional  amount  of  put  option  contracts
     outstanding was approximately $130,000,000.

     Precious  Metal  Collars - The Company  hedges a portion of its  forecasted
     purchases  of  precious  metals  for  use  in  its  internal  manufacturing
     operations  in order to  minimize  the effect of changes  in  platinum  and
     silver  prices.  The  Company  uses a  combination  of call and put  option
     contracts  in  net-zero-cost  collar  arrangements.  If  the  price  of the
     precious  metal at the time of the  expiration of the precious metal collar
     is within the call and put price, the precious metal collar would expire at
     no cost to the Company. The Company accounts for its precious metal collars
     as cash flow hedges. The Company assesses hedge  effectiveness based on the
     total changes in the precious metal  collars' cash flows.  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.

     As of April 30, 2009,  there were 4,400 and 256,000  ounces of platinum and
     silver precious metal collar contracts outstanding.

     Foreign  Exchange  Forward  Contracts - The Company uses  foreign  exchange
     forward  contracts to offset the foreign currency exchange risks associated
     with foreign currency-denominated liabilities and intercompany transactions
     between  entities  with  differing  functional  currencies.  These  foreign
     exchange forward  contracts are designated and accounted for as either cash
     flow  hedges  or  economic  hedges  that  are  not  designated  as  hedging
     instruments.   Gains  or  losses  on  foreign  exchange  forward  contracts
     substantially  offset losses or gains on the liabilities  and  transactions
     being hedged. As of April 30, 2009, the notional amount of foreign exchange
     forward  contracts  accounted  for as cash flow  hedges  was  approximately
     $15,000,000 and the notional amount of foreign exchange  forward  contracts
     accounted for as undesignated  hedges was  approximately  $10,000,000.  The
     term of all outstanding  foreign exchange forward contracts as of April 30,
     2009 ranged from one to 12 months.


                                       10




     Information  on the location and amounts of derivative  gains and losses in
     the  Condensed  Consolidated  Statements  of Earnings  for the three months
     ended April 30, 2009 is as follows:



                                                                                       
                                                                      Pre-Tax Gain      Pre-tax Gain or (Loss)
                                                                 Recognized in OCI              Recognized in
     (in thousands)                                            (Effective Portion)                   Earnings
     ----------------------------------------------------------------------------------------------------------
     Derivatives in SFAS No. 133 Cash Flow Hedging
      Relationships:

     Put option contracts a                                    $             657          $             (988)
     Precious metal collars a                                              1,830                         161
     Foreign exchange forward contracts b                                    115                        (352)c

     Derivatives Not Designated as Hedging Instruments
      Under SFAS No. 133:
     Foreign exchange forward contracts b                                     --                          21 c
                                                             --------------------------------------------------
     Total gain                                                $           2,602           $          (1,158)
                                                             ==================================================


     a    The gain or loss  recognized  in earnings  is included  within Cost of
          Sales on the Company's Condensed Consolidated Statement of Earnings.
     b    The gain or loss  recognized in earnings is included  within  Interest
          and  other  expenses,  net on  the  Company's  Condensed  Consolidated
          Statement of Earnings.
     c    Gains or losses on foreign  exchange forward  contracts  substantially
          offset  foreign  exchange  losses  or  gains  on the  liabilities  and
          transactions being hedged.

     There was no material  ineffectiveness  related to the Company's put option
     contracts, precious metal collars or foreign exchange forward contracts for
     the period ended April 30,  2009.  The Company  expects that  approximately
     $8,000,000 of net pre-tax  derivative  losses included in accumulated other
     comprehensive  income at April 30, 2009 will be reclassified  into earnings
     within the next 12 months.  This  amount will vary due to  fluctuations  in
     foreign currency exchange rates and precious metals prices.

     For  information  regarding  the  location  and  amount  of the  derivative
     instrument in the Condensed  Consolidated Balance Sheet, refer to "Note 9 -
     Fair Value of Financial Instruments."

                          Concentration of Credit Risk

     A number of major international  financial  institutions are counterparties
     to the Company's derivative financial instruments.  The Company enters into
     financial  instrument  agreements only with counterparties  meeting certain
     credit  standards  (a  credit  rating  of A/A2 or better at the time of the
     agreement),  limiting the amount of  agreements or contracts it enters into
     with any one party.  The  Company  may be  exposed to credit  losses in the
     event of nonperformance by individual counterparties or the entire group of
     counterparties.   The  Company  has  not   recognized  any  losses  due  to
     counterparty non-performance for the three months ended April 30, 2009.

9.   FAIR VALUE OF FINANCIAL INSTRUMENTS

     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 1 inputs are considered to carry the most weight within
     the fair value  hierarchy  due to the low levels of  judgment  required  in
     determining fair values.


                                       11



     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. Level 3 inputs are considered to carry the least weight within
     the fair value hierarchy due to substantial  levels of judgment required in
     determining fair values.

     The Company  uses the market  approach to measure fair value for its mutual
     funds,  put option  contracts,  precious metal collars and foreign exchange
     forward  contracts.  The market  approach  uses  prices and other  relevant
     information  generated  by  market  transactions   involving  identical  or
     comparable assets or liabilities.

     Financial  assets and  liabilities  carried at fair value at April 30, 2009
     are classified in the table below in one of the three categories  described
     above:




                                                                Estimated Fair Value

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

                                      Carrying                                                          Total Fair
     (in thousands)                      Value          Level 1         Level 2          Level 3             Value
     -------------------------------------------------------------------------------------------------------------

     Mutual funds a                $    21,523       $   21,523     $       --       $        --        $   21,523

     Derivatives designated as hedging instruments under SFAS No. 133:

     Put option contracts b              1,853               --          1,853                --             1,853
     Precious metal collars b              362               --            362                --               362
     Foreign exchange
       forward contracts b                 291               --            291                --               291

     Derivatives not designated as hedging instruments under SFAS No. 133:
     Foreign exchange
       forward contracts b                  17               --             17                --                17
                               -----------------------------------------------------------------------------------
     Total assets                  $    24,046      $    21,523      $   2,523       $        --        $   24,046
                               ===================================================================================





                                                                Estimated Fair Value

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

                                      Carrying                                                          Total Fair
     (in thousands)                      Value          Level 1         Level 2          Level 3             Value
     -------------------------------------------------------------------------------------------------------------

     Derivatives designated as hedging instruments under SFAS No. 133:

     Put option contracts c        $        57      $        --      $       57     $          --      $        57
     Precious metal collars c            1,951               --           1,951                --            1,951
     Foreign exchange
       forward contracts c                 893               --             893                --              893

     Derivatives not designated as hedging instruments under SFAS No. 133:

     Foreign exchange
       forward contracts c                 164               --             164                --              164
                                -----------------------------------------------------------------------------------
     Total liabilities             $     3,065      $        --      $    3,065     $          --      $     3,065
                                ===================================================================================



     a    This amount is included  within  Other  assets,  net on the  Company's
          Condensed Consolidated Balance Sheet.
     b    This amount is included  within  Prepaid  expenses  and other  current
          assets on the Company's Condensed Consolidated Balance Sheet.
     c    This  amount  is  included   within   Accounts   payable  and  accrued
          liabilities on the Company's Condensed Consolidated Balance Sheet.



                                       12


10.  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:



                                                                 Three Months Ended April 30,
                                              -------------------------------------------------------------------
                                                                                            Other
                                                        Pension Benefits            Postretirement Benefits
                                              -------------------------------------------------------------------
                                                                                         
     (in thousands)                                     2009             2008             2009             2008
     ------------------------------------------------------------------------------------------------------------
     Service cost                               $      2,948     $      4,570    $         268     $        417
     Interest cost                                     5,681            4,397              646              478
     Expected return on plan assets                   (3,726)          (3,914)              --               --
     Amortization of prior service cost                  268              321             (165)            (198)
     Amortization of net loss                            (74)             153               (1)              --
                                              -------------------------------------------------------------------
     Net expense                                $      5,097     $      5,527     $        748     $        697
                                              ===================================================================


11.  SEGMENT INFORMATION

     The Company's reportable segments are as follows:

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

          o    Asia-Pacific  includes  sales in  TIFFANY  & CO.  stores  in that
               region,  as well as sales of  TIFFANY & CO.  products  in certain
               markets  through  business-to-business,  Internet  and  wholesale
               operations;

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

          o    Other  consists of all  non-reportable  segments.  Other consists
               primarily 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 trade names other than
               TIFFANY & CO.,  such as  IRIDESSE,  as well as earnings  received
               from third-party licensing agreements.

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



                                                                      Three Months Ended April 30,
                                                         -------------------------------------------------------
                                                                                    
     (in thousands)                                                         2009                        2008
     -----------------------------------------------------------------------------------------------------------
     Net sales:
       Americas                                                $         258,994           $         373,565
       Asia-Pacific                                                      201,427                     222,037
       Europe                                                             55,590                      60,125
                                                         -------------------------------------------------------
       Total reportable segments                                         516,011                     655,727
       Other                                                               7,048                      12,422
                                                         -------------------------------------------------------
                                                               $         523,059           $         668,149
                                                         =======================================================



                                       13





                                                                       Three Months Ended April 30,

                                                         -------------------------------------------------------
                                                                                    
     (in thousands)                                                        2009                        2008
     -----------------------------------------------------------------------------------------------------------
     Earnings (losses) from operations*:
       Americas                                                $          29,469           $          68,291
       Asia-Pacific                                                       47,943                      56,365
       Europe                                                              7,820                      11,574
                                                         --------------------------- ---------------------------
       Total reportable segments                                          85,232                     136,230
       Other                                                              (6,305)                     (4,025)
                                                         --------------------------- ---------------------------
                                                               $          78,927           $         132,205
                                                         =========================== ===========================


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

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



                                                                      Three Months Ended April 30,
                                                         -------------------------------------------------------
                                                                                   
     (in thousands)                                                        2009                        2008
     -----------------------------------------------------------------------------------------------------------
     Earnings from operations for segments                     $         78,927           $         132,205
     Unallocated corporate expenses                                     (24,487)                    (28,896)
     Other expenses, net                                                (12,444)                     (1,508)
                                                         -------------------------------------------------------
     Earnings from operations before income taxes              $         41,996           $         101,801
                                                         =======================================================


     Unallocated   corporate   expenses   includes   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.

12.  SUBSEQUENT EVENT

     On May 21, 2009,  the  Company's  Board of  Directors  declared a quarterly
     dividend on its Common Stock of $0.17 per share. This dividend will be paid
     on July 10, 2009 to stockholders of record on June 22, 2009.



                                       14



PART I. Financial  Information
Item 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. The Company also sells timepieces, sterling silverware, china, crystal,
stationery,  fragrances and  accessories.  Through Tiffany and Company and other
subsidiaries,  the  Company  is engaged in  product  design,  manufacturing  and
retailing activities.

The Company's reportable segments are as follows:

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

     o    Asia-Pacific includes sales in TIFFANY & CO. stores in that region, as
          well as sales of TIFFANY & CO.  products  in certain  markets  through
          business-to-business, Internet and wholesale operations;

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

     o    Other  consists  of  all  non-reportable   segments.   Other  consists
          primarily  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 trade names other than  TIFFANY & CO.,
          such as  IRIDESSE,  as  well as  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  decreased  22%  in  the  three  months  ("first
          quarter")  ended April 30, 2009.  The lack of consumer  confidence and
          disposable  income  brought  about  by the  global  economic  downturn
          continues to affect sales in most  markets.  This was also the case in
          the second half of 2008.

     o    Worldwide comparable store sales decreased 21% in the first quarter on
          a constant-exchange-rate basis (see "Non-GAAP Measures" below).

     o    The Company  opened three (net) TIFFANY & CO. retail  locations in the
          first quarter.

     o    Net earnings  decreased 62% to $24,341,000  in the first quarter.  Net
          earnings per diluted share decreased 61% in the first quarter.

     o    The  Company  secured  additional  long-term  financing  in  order  to
          refinance  certain  maturing  debt and to  provide  for the  Company's
          long-term working capital needs.

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

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

The Company  reports  information  in accordance  with U.S.  Generally  Accepted
Accounting  Principles  ("GAAP").  Internally,  management  monitors  its  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").


                                       15


Management   believes  this   constant-exchange-rate   basis   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:




                                                              First Quarter 2009 vs. 2008
                                     -------------------------------------------------------------------------------
                                                                                     
                                                                                              Constant-Exchange-
                                           GAAP Reported             Translation Effect           Rate Basis
                                     -------------------------------------------------------------------------------
Net Sales:
----------
Worldwide                                     (22)%                         (4)%                    (18)%
Americas                                      (31)%                         (1)%                    (30)%
     U.S.                                     (31)%                           --                    (31)%
Asia-Pacific                                   (9)%                         (2)%                     (7)%
     Japan                                     (7)%                          6 %                    (13)%
     Other Asia-Pacific                       (11)%                        (15)%                      4 %
Europe                                         (8)%                        (26)%                     18 %

Comparable Store Sales:
-----------------------
Worldwide                                     (24)%                         (3)%                    (21)%
Americas                                      (34)%                         (2)%                    (32)%
     U.S.                                     (34)%                           --                    (34)%
Asia-Pacific                                  (10)%                         (1)%                     (9)%
     Japan                                     (6)%                          7 %                    (13)%
     Other Asia-Pacific                       (16)%                        (11)%                     (5)%
Europe                                        (19)%                        (22)%                      3 %




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

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




                                                                                       First Quarter
                                                                          -----------------------------------------
                                                                                       2009                2008
                                                                          -----------------------------------------
                                                                                                  
Net sales                                                                             100.0%              100.0%
Cost of sales                                                                          44.4                42.9
                                                                          -----------------------------------------
Gross profit                                                                           55.6                57.1
Selling, general and administrative expenses                                           45.2                41.6
                                                                          -----------------------------------------
Earnings from operations                                                               10.4                15.5
Interest and other expenses, net                                                        2.4                 0.3
                                                                          -----------------------------------------
Earnings from operations before income taxes                                            8.0                15.2
Provision for income taxes                                                              3.3                 5.6
                                                                          -----------------------------------------
Net earnings                                                                            4.7%                9.6%
                                                                          =========================================





                                       16



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


                                                                    First Quarter
                                   ---------------------------------------------------------------------------------
                                                                                       
(in thousands)                                    2009                       2008                  Decrease
--------------------------------------------------------------------------------------------------------------------
Americas                              $        258,994              $     373,565                      (31)%

Asia-Pacific                                   201,427                    222,037                       (9)%

Europe                                          55,590                     60,125                       (8)%

Other                                            7,048                     12,422                      (43)%
                                   --------------------------------------------------------------------------------
                                      $        523,059              $     668,149                      (22)%
                                   ================================================================================


Comparable Store Sales.  Reference will be made to comparable store sales below.
Comparable store sales include only sales transacted in company-operated  stores
and boutiques.  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
store or 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  decreased  $114,571,000,  or 31%, in the
first quarter primarily due to a decline in the number of units sold. Comparable
U.S. store sales  declined 34%, or  $103,444,000,  in the first  quarter,  while
non-comparable  U.S. store sales grew $4,262,000 in the first quarter.  The U.S.
comparable store sales decline  consisted of a 42% decrease in New York Flagship
store  sales and a 32%  decline  in  comparable  branch  store  sales.  Combined
Internet and catalog sales in the U.S. declined 17%, or $5,766,000.

Asia-Pacific.  Total sales in Asia-Pacific decreased $20,610,000,  or 9%, in the
first quarter primarily due to a decline in the number of units sold. Comparable
store  sales  declined  10%,  or  $21,072,000,   in  the  first  quarter.  On  a
constant-exchange-rate  basis,  Asia-Pacific  sales  decreased 7% and comparable
store sales decreased 9% (consisting of a 13% decline in Japan  comparable store
sales and a 5%  decrease  in  comparable  store  sales in  countries  other than
Japan).

Europe. Total sales in Europe decreased $4,535,000,  or 8%, in the first quarter
primarily due to foreign currency  translation,  as on a  constant-exchange-rate
basis,  sales  increased  18% due to  incremental  sales from new stores  opened
during the past 12 months.  The overall sales decline  consisted of a comparable
store  sales  decline  of 19%,  or  $9,161,000  and a decline of  $3,658,000  in
e-commerce and other sales, while non-comparable store sales were $8,284,000. On
a  constant-exchange-rate  basis,  comparable  store  sales rose 3%,  reflecting
growth in the United Kingdom and certain other countries.

Other. Other sales decreased $5,374,000,  or 43%, in the first quarter primarily
due to lower  wholesale  sales of diamonds that were deemed not suitable for the
Company's  needs.  This was partly offset by increased sales in IRIDESSE stores.
IRIDESSE  locations  will be closed as agreements are reached with landlords and
inventory  is sold.  Recent  liquidation  sales at these stores led to the sales
increase.  Wholesale  diamond  sales  decreased  89% to  $1,005,000 in the first
quarter.

Store Data. Management expects to open 13 Company-operated  TIFFANY & CO. stores
and boutiques in 2009, increasing the store base by 6%.


                                       17




Management's announced openings and closings of TIFFANY & CO. stores are:





                                                                   Actual Openings           Expected Openings
Location                                                           (Closings) 2009            (Closings) 2009
--------------------------------------------------------------------------------------------------------------------
                                                                                        
Americas:
    Toronto - Yorkdale Shopping Centre, Canada                      First Quarter
    Guadalajara, Mexico                                             First Quarter
    Roseville, California                                                                      Third Quarter
    Seattle - University Village, Washington                                                   Third Quarter
    Las Vegas, Nevada                                                                          Fourth Quarter
Asia-Pacific:
    Busan - Shinsegae Centum, Korea                                 First Quarter
    Hangzhou, China                                                 First Quarter
    Ikebukuro - Mitsukoshi, Japan                                  (First Quarter)
    Kagoshima - Mitsukoshi, Japan                                                             (Second Quarter)
    Kagoshima - Yamakataya, Japan                                                              Second Quarter
    Canton Road, Hong Kong                                                                     Second Quarter
    Ikebukuro - Seibu, Japan                                                                   Third Quarter
    Seoul - Shinsegae Youngdeungpo, Korea                                                      Third Quarter
    Melbourne - Chadstone Mall, Australia                                                      Fourth Quarter
Europe:
    Amsterdam, Netherlands                                                                     Fourth Quarter



Gross Margin
------------
Gross margin (gross profit as a percentage of net sales)  decreased in the first
quarter by 1.5  percentage  points  primarily due to (i) 2.3  percentage  points
related to higher  product costs,  partly offset by (ii) a 0.8 percentage  point
improvement due to a decrease in low margin wholesale sales of diamonds.

The  Company  adjusts its retail  prices  from time to time to address  specific
market  conditions,  product cost increases and  longer-term  changes in foreign
currencies/U.S.  dollar  relationships.  Among the  market  conditions  that the
Company addresses is consumer demand for the product category involved. Consumer
demand is influenced by consumer  confidence and competitive pricing conditions.
The Company uses a limited number of derivative  instruments to mitigate foreign
exchange and  precious  metal price  exposures  (see "Item 1. Notes to Condensed
Consolidated Financial Statements - Note 8. Hedging Instruments").

Selling, General and Administrative ("SG&A") Expenses
-----------------------------------------------------
SG&A expenses decreased $41,358,000, or 15%, in the first quarter, primarily due
to (i)  decreased  labor and  benefit  costs of  $17,529,000  as a result of the
staffing reduction  initiatives announced during the fourth quarter of 2008 (see
"Item  1.  Notes  to  Condensed  Consolidated  Financial  Statements  - Note  3.
Restructuring Charges");  (ii) decreased marketing expenses of $16,308,000;  and
(iii) a decline in variable  expenses due to lower sales, all of which more than
offset incremental costs of new stores opened in the past 12 months.  Changes in
foreign  currency  exchange  rates had the  effect of  decreasing  overall  SG&A
expenses in the first quarter by 3% compared to the prior year. SG&A expenses as
a  percentage  of net  sales  increased  by 3.6  percentage  points in the first
quarter due to the decline in sales.



                                       18




Earnings from Operations
------------------------



                                                                                            
                                            First Quarter       % of Net          First Quarter          % of Net
(in thousands)                                  2009             Sales*               2008                Sales*
--------------------------------------------------------------------------------------------------------------------
Earnings (losses) from operations:
    Americas                               $     29,469             11.4%       $      68,291               18.3%
    Asia-Pacific                                 47,943             23.8%              56,365               25.4%
    Europe                                        7,820             14.1%              11,574               19.2%
    Other                                        (6,305)           (89.5%)             (4,025)             (32.4%)
                                        ----------------------------------------------------------------------------
                                                 78,927                               132,205
Unallocated corporate expenses                  (24,487)             4.7%             (28,896)               4.3%
                                        ----------------------------------------------------------------------------
Earnings from operations                   $     54,440             10.4%       $     103,309               15.5%
                                        ============================================================================


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

Earnings from operations decreased 47% in the first quarter. On a segment basis,
the ratio of earnings (losses) from operations (before the effect of unallocated
corporate  expenses and other expenses,  net) to each segment's net sales in the
first quarter of 2009 and 2008 was as follows:

     o    Americas  -  the  ratio  decreased  6.9  percentage  points  primarily
          resulting  from a  decrease  in gross  margin  (due to higher  product
          costs) and a decline in sales which more than offset cost savings from
          the initiatives implemented at the end of 2008;

     o    Asia-Pacific - the ratio decreased 1.6 percentage points primarily due
          to a decrease in gross margin (due to higher  product  costs),  partly
          offset by reduced  operating  expenses  attributed to the cost savings
          initiatives;

     o    Europe - the ratio decreased 5.1 percentage  points primarily due to a
          decrease in gross margin (due to higher  product  costs) and increased
          operating expenses (associated with new stores opened over the past 12
          months); and

     o    Other  -  the  increased  operating  loss  is  attributable  to  costs
          associated with closing the IRIDESSE locations.

Unallocated corporate expenses includes 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.

Interest and Other Expenses, net
--------------------------------
Interest and other  expenses,  net  increased  $10,936,000  in the first quarter
primarily  due  to  higher  interest  expense  related  to  increased  long-term
borrowings.

Provision for Income Taxes
--------------------------
The  effective  income tax rate for the first  quarter of 2009 was 42.0%  versus
36.7% in the  prior  year  reflecting  differences  in the  geographical  mix of
earnings.

2009 Outlook
------------
Uncertainty  in the global  economic  environment  has made it more difficult to
predict when consumer  sentiment with respect to jewelry purchases will improve.
In order to plan the Company's expenditures,  management's financial performance
objectives  are based on the following  assumptions,  which may or may not prove
valid,  and should be read in  conjunction  with "Item 1A. Risk Factors" on page
25.

Management's full-year 2009 plan is currently as follows:

     o    A net sales decline of  approximately  11% composed of (i) a mid-teens
          percentage  decrease  in  the  Americas,  factoring  in  a  high-teens
          percentage U.S. comparable sales decline (greater in the first half of
          the  year);   (ii)  a  mid   single-digit   percentage   decrease   in
          Asia-Pacific,  which  includes a high  single-digit  comparable  sales
          decline on a  constant-exchange-rate  basis; (iii) a high single-digit
          percentage  decrease in Europe,  with


                                       19



          comparable sales equal to last year on a constant-exchange-rate basis;
          and (iv) a 20% decrease in Other sales.

               o    The Company's worldwide expansion strategy is to continue to
                    open  Company-operated  TIFFANY & CO. stores and  boutiques.
                    The  Company has  moderated  the rate of  anticipated  store
                    openings  in  2009  to  five  in  the  Americas,   seven  in
                    Asia-Pacific and one in Europe.

     o    A three-percentage-point  decline in operating margin compared against
          the prior  year (when  excluding  the  non-recurring  items in 2008 as
          discussed  in the notes to "Item 6.  Selected  Financial  Data" in the
          Company's  Annual Report on Form 10-K) based upon an expected  decline
          in gross  margin and an increase in the ratio of SG&A  expenses to net
          sales.

               o    This plan includes (i) savings of $60,000,000 resulting from
                    the staff  reduction  initiatives  taken at the end of 2008;
                    (ii)  reduced  marketing  spending;  and (iii)  variable and
                    other fixed cost savings.

     o    Interest and other expenses, net of approximately  $50,000,000,  which
          represents  an  increase  from the prior  year due to higher  interest
          expense as a result of recent long-term debt issuances.

     o    An effective tax rate of 37%.

     o    Net earnings per diluted share of $1.50 - $1.60.

     o    Net inventories declining by a single-digit percentage.

     o    Capital expenditures of $100,000,000.

New Accounting Standards
------------------------
See  "Item 1.  Financial  Statements  - Note 2.  New  Accounting  Standards"  to
condensed consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The global  credit and equity  markets have  undergone  significant  disruption,
making it difficult for many businesses to obtain  financing on favorable terms.
The Company has taken steps to address these challenges.  First, as noted in the
2009 Outlook  section  above,  management  has reduced costs to better align the
Company's  expenses  with the  expected  sales  decline.  Secondly,  the Company
secured $400,000,000 of long-term debt, which consists of $100,000,000 issued in
December 2008,  $250,000,000  issued in February 2009 and $50,000,000  issued in
April 2009 (see "Recent  Borrowings"  below) to: (i) refinance debt  obligations
that have come due or are  expected to mature  over the next year;  (ii) use the
funds  for  general  corporate   purposes;   and  (iii)  provide  for  financial
flexibility  in the event that  disruptions  in the  economy  or credit  markets
continue or worsen.

The  Company  is party to a  multibank,  multicurrency,  committed  $450,000,000
unsecured revolving credit facility ("Credit  Facility"),  and has the option to
increase the committed  amount to  $500,000,000,  subject to bank approval.  The
Credit Facility is intended for working  capital and other  corporate  purposes.
There was  $68,753,000  outstanding  and  $381,247,000  available to be borrowed
under the Credit Facility at April 30, 2009. The Credit Facility expires in July
2010 and the Company intends to renew the facility.

Management  believes that the proceeds from the debt  financing that the Company
recently  issued,  other cash on hand,  internally-generated  cash flows and the
funds  available  under its revolving  Credit Facility are sufficient to support
the Company's  planned  worldwide  business  expansion,  debt  service,  capital
expenditures,  working capital needs and dividends for the  foreseeable  future.
Based on the Company's business plan for 2009, management expects the Company to
generate  free cash flow  (cash flow from  operating  activities  minus  capital
expenditures) in excess of $400,000,000.



                                       20



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



                                                                                    First Quarter
                                                                  ---------------------------------------------------
                                                                                                
(in thousands)                                                                    2009                      2008
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in):
  Operating activities                                                 $        41,146           $      (154,565)
  Investing activities                                                         (15,949)                  (27,255)
  Financing activities                                                         115,070                    91,674
Effect of exchange rates on cash and cash equivalents                            3,017                     3,117
                                                                  ---------------------------------------------------
Net increase (decrease) in cash and cash equivalents                   $       143,284           $       (87,029)
                                                                  ===================================================


Operating Activities
--------------------
The Company's net cash inflow from  operating  activities of  $41,146,000 in the
first  quarter of 2009  compared  with an outflow  of  $154,565,000  in the same
period in 2008.  The cash outflow in the first quarter of 2008 was primarily due
to increased tax payments and inventory purchases.

Working Capital.  Working capital (current assets less current  liabilities) and
the corresponding  current ratio (current assets divided by current liabilities)
were  $1,758,751,000 and 5.8 at April 30, 2009, compared with $1,446,812,000 and
3.4 at January 31, 2009 and $1,373,639,000 and 3.5 at April 30, 2008.

Accounts  receivable,  less  allowances at April 30, 2009 were 18% lower than at
January 31, 2009 and were 30% lower than at April 30,  2008  primarily  due to a
decline  in  sales.   Changes  in  foreign   currency   exchange  rates  had  an
insignificant  effect on the change in accounts  receivable balances compared to
January 31, 2009 and April 30, 2008.

Inventories,  net at April 30, 2009 were 6% above balances at April 30, 2008 due
to new store  openings  and weak  sales  trends  and were 3% below  balances  at
January  31,  2009  due  to  steps  management  has  taken  to  reduce  internal
manufacturing  and purchases from vendors.  Changes in foreign currency exchange
rates had an insignificant effect on the change in inventories,  net compared to
January  31,  2009 and  decreased  inventories,  net by 3% compared to April 30,
2008.

Investing Activities
--------------------
The Company's net cash outflow from  investing  activities of $15,949,000 in the
first  quarter of 2009  compared  with an outflow  of  $27,255,000  in the first
quarter of 2008.  The decreased  outflow in the current year is primarily due to
lower capital  expenditures  as a result of the moderated rate of store openings
in the current year.

Capital Expenditures. Capital expenditures were $14,685,000 in the first quarter
of 2009 compared with  $26,208,000  in the first quarter of 2008. In both years,
expenditures were primarily related to the opening,  renovation and expansion of
stores and distribution facilities and ongoing investments in new systems.

Financing Activities
--------------------
The Company's net cash inflow from financing  activities of  $115,070,000 in the
first  quarter  of 2009  compared  with an  inflow of  $91,674,000  in the first
quarter of 2008. The increased cash inflow in 2009 was primarily due to proceeds
received from the issuance of long-term debt, partly offset by repayments of the
Credit Facility and other short-term borrowings.

Share   Repurchases.   At  April  30,  2009,  there  remained   $402,427,000  of
authorization  for future  repurchases.  The Company's stock repurchase  program
expires in January 2011.  At least  annually,  the Company's  Board of Directors
reviews its policies with respect to dividends and share repurchases with a view
to actual  and  projected  earnings,  cash flow and  capital  requirements.  The
Company suspended share repurchases during the third quarter of 2008 in order to
conserve cash, and such suspension continued at the time of this filing.  During
the  first  quarter  of 2008,  the  Company  repurchased  $54,837,000  of shares
outstanding.

Recent  Borrowings.  In April 2009, the Company,  in a private  transaction with
various institutional  lenders,  issued, at par, $50,000,000 10% Series A Senior
Notes due April 2018. The proceeds are available for general corporate purposes.
The agreement  requires lump sum repayments upon maturity and includes  specific
financial  covenants and



                                       21


ratios and limits certain payments, investments and indebtedness, in addition to
other requirements customary to such borrowings.

In  March  2009,  the  Company  repaid   $93,000,000  of  its  other  short-term
borrowings.

In  February  2009,  the  Company,  in a private  transaction,  issued,  at par,
$125,000,000  of its 10%  Series  A-2009  Senior  Notes  due  February  2017 and
$125,000,000  of its 10% Series  B-2009  Senior  Notes due  February  2019.  The
proceeds  are  available  to  refinance  existing  indebtedness  and for general
corporate purposes. The agreement requires lump sum repayments upon maturity and
includes  specific  financial  covenants and ratios and limits certain payments,
investments and  indebtedness,  in addition to other  requirements  customary to
such borrowings.

The ratio of total debt  (short-term  borrowings,  current  portion of long-term
debt and long-term debt) to stockholders'  equity was 51% at April 30, 2009, 45%
at January 31, 2009,  and 35% at April 30, 2008. The increase in the ratio as of
April 30, 2009 and January 31, 2009 largely reflects increased borrowings.

At April 30, 2009, the Company was in compliance with all debt covenants.

Contractual Obligations
-----------------------
The Company's  contractual cash obligations and commercial  commitments at April
30, 2009 and the effects such  obligations  and commitments are expected to have
on the  Company's  liquidity  and cash flows in future  periods have not changed
significantly since January 31, 2009. Also see Recent Borrowings above.

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.

Forward-Looking Statements
--------------------------
This quarterly report on Form 10-Q contains certain "forward-looking statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 concerning the Company's goals, plans and
projections with respect to store openings,  sales, retail prices, gross margin,
expenses,  effective  tax  rate,  net  earnings  and  net  earnings  per  share,
inventories,  capital  expenditures,  cash  flow  and  liquidity.  In  addition,
management makes other  forward-looking  statements from time to time concerning
objectives and expectations.  One can identify these forward-looking  statements
by the fact that they use words  such as  "believes,"  "intends,"  "plans,"  and
"expects"  and other  words and  terms of  similar  meaning  and  expression  in
connection with any discussion of future operating or financial performance. One
can also identify forward-looking statements by the fact that they do not relate
strictly to historical or current  facts.  Such  forward-looking  statements are
based on management's current plan and involve inherent risks, uncertainties and
assumptions  that could  cause  actual  outcomes to differ  materially  from the
current  plan.  The Company has  included  important  factors in the  cautionary
statements included in its 2008 Annual Report on Form 10-K and in this quarterly
report,  particularly  under "Item 1A. Risk Factors," that the Company  believes
could  cause  actual  results  to  differ  materially  from any  forward-looking
statement.

Although the Company  believes it has been prudent in its plans and assumptions,
no  assurance  can be given  that any goal or plan set forth in  forward-looking
statements can or will be achieved, and readers are cautioned not to place undue
reliance  on such  statements  which  speak  only as of the date this  quarterly
report was first filed with the Securities and Exchange Commission.  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.



                                       22




PART 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 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.

                              Foreign Currency Risk

The  Company's  Japanese  subsidiary  satisfies  nearly  all  of  its  inventory
requirements  by  purchasing  merchandise,  payable  in U.S.  dollars,  from the
Company's principal subsidiary. To minimize the potentially negative effect of a
significant  strengthening  of the U.S.  dollar  against the  Japanese  yen, the
Company  purchases  put option  contracts as hedges of  forecasted  purchases of
merchandise  over a maximum  term of 12  months.  The fair  value of put  option
contracts  is  sensitive  to changes in yen  exchange  rates.  If the market yen
exchange  rate at the time of the put option  contract's  expiration is stronger
than the  contracted  exchange  rate,  the Company  allows the option to expire,
limiting its loss to the cost of the put option contract.

The Company also uses foreign exchange  forward  contracts to offset the foreign
currency exchange risks associated with foreign currency-denominated liabilities
and  intercompany   transactions  between  entities  with  differing  functional
currencies.  Gains  or  losses  on  these  foreign  exchange  forward  contracts
substantially  offset losses or gains on the liabilities and transactions  being
hedged.  The term of all outstanding  foreign exchange  forward  contracts as of
April 30, 2009 ranged from one to 12 months.


                            Precious Metal Price Risk

The Company hedges a portion of its forecasted  purchases of precious metals for
use in its internal manufacturing  operations in order to minimize the effect of
changes in platinum and silver  prices.  The Company uses a combination  of call
and put option contracts in net-zero-cost  collar arrangements  ("precious metal
collars").  If the price of the precious  metal at the time of the expiration of
the precious  metal collar is within the call and put price,  the precious metal
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.



                                       23




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),  the  Registrant's  chief executive  officer and chief financial  officer
concluded  that,  as of the  end of the  period  covered  by  this  report,  the
Registrant's  disclosure  controls and  procedures  are effective to ensure that
information  required to be disclosed by the  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,  the 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 the
Registrant  maintains an effective  internal  control  environment.  Changes may
include  such  activities  as  implementing  new,  more  efficient  systems  and
automating manual processes.

     The Registrant's  chief executive  officer and chief financial officer have
determined that there have been no changes in the 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.

     The  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 the
Registrant's disclosure controls and procedures are (i) designed to provide such
reasonable assurance and (ii) are effective at that reasonable assurance level.



                                       24




PART II. Other Information
Item 1A. Risk Factors

As is the case for any  retailer,  the  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 the  Registrant;  these risk factors
affect the likelihood that the Registrant will achieve the financial  objectives
and expectations communicated by management:

(i) Risk: that challenging global economic  conditions and related low levels of
consumer  confidence  continue  or worsen  over a  prolonged  period of time and
adversely affect the Registrant's sales.

     As a retailer of goods which are discretionary  purchases, the Registrant's
sales results are particularly  sensitive to changes in economic  conditions and
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  negatively  affects  the  Registrant's
earnings because of its cost base and inventory investment.

     Many of the  Registrant's  competitors  may  continue  to react to  falling
consumer  confidence by reducing their retail  prices;  such  reductions  and/or
inventory  liquidations can have a short-term adverse effect on the Registrant's
sales.

     In addition,  some observers believe that the short-term  attractiveness of
"luxury" goods may have waned in certain  markets,  thus reducing  demand.  This
could adversely affect the Registrant's sales and margins.

     Uncertainty  surrounding the current global economic  environment  makes it
more  difficult  for  the  Registrant  to  forecast   operating   results.   The
Registrant's  forecasts  employ the use of  estimates  and  assumptions.  Actual
results could differ from forecasts, and those differences could be material.

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

     The  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 the  Registrant's
fourth quarter will have a material adverse effect on the 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  foreign  currencies  will weaken  against the U.S.  dollar and
require the  Registrant  to raise prices or shrink  profit  margins in locations
outside of the U.S.

     The Registrant  operates  retail stores and boutiques in various  countries
outside  of  the  U.S.  and,  as a  result,  is  exposed  to  market  risk  from
fluctuations in foreign currency exchange rates. The Registrant's sales in those
countries  represented 46% of its net sales,  of which Japan  represented 19% of
net sales, in Fiscal 2008. A substantial weakening of foreign currencies against
the U.S.  dollar  would  require the  Registrant  to raise its retail  prices or
reduce its profit margins in various locations outside of the U.S.  Consumers in
those markets may not accept  significant  price  increases on the  Registrant's
goods; thus, there is a risk that a substantial  weakening of foreign currencies
will result in reduced sales or profit margins.

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


                                       25



     The  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 the Registrant's  revenues.  Merchandise  designed by Ms.
Peretti and by Ms.  Picasso  accounted  for 11% and 3% of Fiscal 2008 net sales.
Tiffany has exclusive  license  arrangements  with Ms. Peretti and Ms.  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  the
Registrant's business through lost sales and profits.

(vi) Risk:  that changes in prices of diamonds  and  precious  metals or reduced
supply  availability might adversely affect the Registrant's  ability to produce
and sell products at desired profit margins.

     Most of the  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 the Registrant's business,  which is
vulnerable  to  the  risks  inherent  in  the  trade  for  such  commodities.  A
substantial 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.  Conversely,  a decrease in the prices of raw  materials
could have a disruptive  effect,  negatively or positively,  on sales demand and
short-term margins.

     Acquiring  diamonds  for  the  engagement  business  has,  at  times,  been
difficult because of supply  limitations;  Tiffany may not be able to maintain a
comprehensive  selection  of diamonds in each retail  location  due to the broad
assortment of sizes,  colors,  clarity grades and cuts demanded by customers.  A
substantial  increase  or  decrease  in  the  supply  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.

     If  trade  relationships  between  the  Registrant  and  one or more of its
significant  vendors were disrupted,  the Registrant's  sales could be adversely
affected  in the  short-term  until  alternative  supply  arrangements  could be
established.

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

     The  TIFFANY  & CO.  trademark  is an  asset  which  is  essential  to  the
competitiveness  and success of the  Registrant's  business  and the  Registrant
takes  appropriate  action to protect it.  Tiffany  actively  pursues  those who
produce  or sell  counterfeit  TIFFANY & CO.  goods  through  civil  action  and
cooperation with criminal law enforcement  agencies.  However,  the Registrant's
enforcement  actions  have not  stopped the  imitation  and  counterfeit  of the
Registrant's  merchandise or the infringement of the trademark,  and counterfeit
TIFFANY & CO. goods remain available in many markets. In recent years, there has
been an increase in the availability of counterfeit goods,  predominantly silver
jewelry, in various markets by street vendors and small retailers, as well as on
the  Internet.  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 the Registrant will be unable to lease  sufficient  space for
its retail stores in prime locations.

     The Registrant,  positioned as a luxury goods retailer, has established its
retail presence in choice store locations.  If the 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.

     In Japan,  many of the retail  locations are located in department  stores.
TIFFANY & CO. boutiques located in department stores in Japan represented 79% of
net sales in Japan and 15% of  consolidated  net sales in Fiscal 2008. In recent
years,  the  Japanese  department  store  industry  has,  in  general,  suffered
declining sales and there is a risk that such financial  difficulties will force
further consolidations or store closings. Should one or more Japanese department
store  operators  elect or be required to close one or more stores now housing a
TIFFANY & CO.  boutique,  the  Registrant's  sales and profits  would be reduced
while  alternative  premises were being obtained.  The  Registrant's  commercial
relationships  with department  stores in Japan, and their abilities to continue
as  leading




                                       26


department  store  operators,  have  been and will  continue  to be  substantial
factors in the Registrant's continued success in Japan.

(ix) Risk:  that the  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 the  Registrant's  business.  The  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, as well
as market over-saturation,  may adversely affect the business by diminishing the
distinctive  appeal of the TIFFANY & CO. brand and  tarnishing  its image.  This
would result in lower sales and profits.

(x) Risk: that the current  volatile global economy may have a material  adverse
effect on the Company's liquidity and capital resources.

     U.S.  and  global  credit  and  equity  markets  have  recently   undergone
significant disruption,  making it difficult for many businesses,  including the
Registrant, to obtain financing on acceptable terms. A prolonged downturn in the
economy,  extending  further than those  included in  management's  projections,
could have an effect on the Registrant's  cost of borrowing,  could diminish its
ability  to  service  or  maintain  existing  financing,  and could make it more
difficult  for the  Registrant  to obtain  additional  financing or to refinance
existing long-term obligations. In addition, increased disruption in the markets
could  lead  to the  failure  of  financial  institutions.  If any of the  banks
participating  in the  Registrant's  revolving  credit  facility were to declare
bankruptcy, the Registrant would no longer have access to those committed funds.

     Further  deterioration  in the stock  market could  continue to  negatively
impact the  valuation  of pension  plan assets and result in  increased  minimum
funding requirements.




                                       27





PART II. Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The  following  table  contains  the  Company's  stock   repurchases  of  equity
securities in the first quarter of Fiscal 2009:


                                         Issuer Purchases of Equity Securities



                                                                                   
                                                                                                   (d) Maximum Number
                                                                      (c) Total Number of      (or Approximate Dollar
                                                                        Shares (or Units)       Value) of Shares, (or
                              (a) Total Number of      (b) Average   Purchased as Part of      Units) that May Yet Be
                                 Shares (or Units)  Price Paid per     Publicly Announced         Purchased Under the
Period                                  Purchased   Share (or Unit)     Plans or Programs           Plans or Programs
------------------------------------------------------------------------------------------------------------------------

February 1, 2009 to                       --               --                    --                 $402,427,000
February 28, 2009

March 1, 2009 to
March 31, 2009                            --               --                    --                 $402,427,000

April 1, 2009 to
April 30, 2009                            --               --                    --                 $402,427,000

TOTAL                                     --               --                    --                 $402,427,000
-----------------------------------------------------------------------------------------------------------------------


In March 2005,  the  Company's  Board of Directors  approved a stock  repurchase
program ("2005 Program") that authorized the repurchase of up to $400,000,000 of
the Company's Common Stock through March 2007 by means of open market or private
transactions.  In August 2006,  the  Company's  Board of Directors  extended the
expiration  date of the Company's  2005 Program to December 2009, and authorized
the  repurchase of up to an  additional  $700,000,000  of the  Company's  Common
Stock. In January 2008, the Company's Board of Directors extended the expiration
date of the program to January 2011 and  authorized  the  repurchase of up to an
additional $500,000,000 of the Company's Common Stock.

During  the third  quarter  of 2008,  the  Company  announced  that its Board of
Directors had suspended share  repurchases,  and no repurchases were made during
the fourth  quarter of 2008 or in the first quarter of 2009 in order to preserve
cash.  Such  suspension  continued as of the date this quarterly  report on Form
10-Q was first filed with the Securities and Exchange  Commission.  At April 30,
2009, there remained $402,427,000 of authorization for future repurchases.





                                       28


ITEM 6  Exhibits

  (a)   Exhibits:

        10.155a  Acknowledgment  of First  Amendment  dated May 1, 2009 to the
                 Note Purchase and Private Shelf  Agreement dated as of December
                 23, 2008 by and between Registrant and various  institutional
                 note purchasers (see Exhibit  10.155  filed  with  Registrant's
                 Report  on Form 8-K  dated February 13, 2009).

        10.151b  Amended and restated 2005 Employee Incentive Plan
                 (last amended May 21, 2009).

        10.154   Terms of Stock Option Award (Transferable Non-Qualified Option)
                 under Registrant's 2008 Directors Equity Compensation Plan as
                 revised May 21, 2009.

        10.155   Terms of Restricted Stock Grants under Registrant's 2008
                 Directors Equity Compensation Plan as adopted on May 21,2009.

        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.



                                       29


                                   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: May 28, 2009                        By: /s/ James N. Fernandez
                                              ----------------------------
                                              James N. Fernandez
                                              Executive Vice President and
                                              Chief Financial Officer
                                              (principal financial officer)








                                  Exhibit Index

        10.155a  Acknowledgment  of First  Amendment  dated May 1, 2009 to the
                 Note Purchase and Private Shelf  Agreement dated as of December
                 23, 2008 by and between Registrant and various  institutional
                 note purchasers (see Exhibit  10.155  filed  with  Registrant's
                 Report  on Form 8-K  dated February 13, 2009).

        10.151b  Amended and restated 2005 Employee Incentive Plan
                 (last amended May 21, 2009).

        10.154   Terms of Stock Option Award (Transferable Non-Qualified Option)
                 under Registrant's 2008 Directors Equity Compensation Plan as
                 revised May 21, 2009.

        10.155   Terms of Restricted Stock Grants under Registrant's 2008
                 Directors Equity Compensation Plan as adopted on May 21,2009.

        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.