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

                             _______________________

                                    FORM 8-K

                                 CURRENT REPORT

                             _______________________

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


                        Date of Report: January 25, 2010

                                  TIFFANY & CO.

             (Exact name of Registrant as specified in its charter)



         Delaware                      1-9494                   13-3228013
(State or other jurisdiction        (Commission              (I.R.S. Employer
     of incorporation)              File Number)            Identification No.)


  727 Fifth Avenue, New York, New York                             10022
(Address of principal executive offices)                         (Zip Code)


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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))





Item 8.01.      Other Events.

Registrant  makes various grants and awards of cash,  stock and stock units, and
provides  various  benefits,  to its  executive  officers  and other  management
employees  pursuant to its 2005 Employee  Incentive  Plan. As part of its annual
review of  compensation,  the  Compensation  Committee of Registrant's  Board of
Directors  made various  changes.  Forms of the changed  terms,  subject to such
changes made are attached as an exhibit  hereto and are  incorporated  herein by
reference.


Item 9.01.      Financial Statements and Exhibits.

    (c)         Exhibits

                10.140c     Terms of 2010 Performance-Based Restricted Stock
                            Unit Grants to Executive Officers under Registrant's
                            2005 Employee Incentive Plan as adopted on January
                            20, 2010 for use with grants made that same date.
















                                        1




                                    SIGNATURE

     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.


                                  BY: /s/ Patrick B. Dorsey
                                      __________________________________________
                                      Patrick B. Dorsey
                                      Senior Vice President, General Counsel and
                                      Secretary





Date:  January 25, 2010





























                                        2



                                  EXHIBIT INDEX


Exhibit No.     Description

99.1            Terms of 2010  Performance-Based  Restricted  Stock Unit  Grants
                to  Executive  Officers under  Registrant's 2005 Employee
                Incentive Plan as adopted on January 20, 2010 for use with
                grants made that same date.