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 quarter ended July 31, 2002.

                                       OR

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

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,  145,438,889 shares outstanding at the close
of business on July 31, 2002.





                         TIFFANY & CO. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
                       FOR THE QUARTER ENDED JULY 31, 2002





PART I - FINANCIAL INFORMATION                                              PAGE
                                                                            ----

Item 1.           Financial Statements

                  Consolidated Balance Sheets - July 31, 2002,
                       January 31, 2002 and
                       July 31, 2001 (Unaudited)                               3

                  Consolidated Statements of Earnings - for the
                       three and six month periods ended
                       July 31, 2002 and 2001 (Unaudited)                      4

                  Consolidated Statements of Cash Flows - for
                       the six months ended July 31, 2002
                       and 2001 (Unaudited)                                    5

                  Notes to Consolidated Financial Statements
                       (Unaudited)                                          6-12


Item 2.           Management's Discussion and Analysis of
                       Financial Condition and Results of Operations       13-19



PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K                            20

                  (a)  Exhibits

                  (b)  Reports on Form 8-K
















                                      - 2 -





PART I.  Financial Information
Item 1.  Financial Statements


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





                                                                             July 31,         January 31,          July 31,
                                                                               2002               2002               2001
                                                                         ---------------    ---------------    --------------
ASSETS

Current assets:
                                                                                                       
Cash and cash equivalents                                                $      191,326      $     173,675      $    112,730
Accounts receivable, less allowances
   of $6,973, $6,878 and $7,033                                                  87,565             98,527            92,077
Inventories, net                                                                689,732            611,653           667,799
Deferred income taxes                                                            48,957             41,170            36,037
Prepaid expenses and other current assets                                        34,367             26,826            38,564
                                                                         ---------------    ---------------    --------------

Total current assets                                                          1,051,947            951,851           947,207

Property and equipment, net                                                     573,475            525,585           473,107
Deferred income taxes                                                             5,415              4,560             4,446
Other assets, net                                                               146,519            147,872           152,807
                                                                         ---------------    ---------------    --------------
                                                                         $    1,777,356     $    1,629,868     $   1,577,567
                                                                         ===============    ===============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term borrowings                                                    $       38,313     $       40,402     $      51,294
Current portion of long-term debt                                                51,500             51,500                 -
Obligation under capital lease                                                        -                  -            40,726
Accounts payable and accrued liabilities                                        133,594            134,694           120,774
Income taxes payable                                                              9,413             48,997            16,208
Merchandise and other customer credits                                           39,196             38,755            36,968
                                                                         ---------------    ---------------    --------------

Total current liabilities                                                       272,016            314,348           265,970

Long-term debt                                                                  289,210            179,065           235,437
Postretirement/employment benefit obligations                                    32,666             29,999            27,926
Other long-term liabilities                                                      74,277             69,511            72,186

Commitments and contingencies

Stockholders' equity:
Common Stock, $.01 par value; authorized 240,000 shares,
   issued and outstanding 145,439, 145,001 and 146,073                            1,454              1,450             1,461
Additional paid-in capital                                                      350,027            330,743           327,975
Retained earnings                                                               780,986            743,543           677,197
Accumulated other comprehensive(loss) gain:
  Foreign currency translation adjustments                                      (22,287)           (45,306)          (37,343)
  Cash flow hedging instruments                                                    (993)             6,515             6,758
                                                                         ----------------   ---------------    --------------
Total stockholders' equity                                                    1,109,187          1,036,945           976,048
                                                                         ----------------   ---------------    --------------
                                                                         $    1,777,356     $    1,629,868     $   1,577,567
                                                                         ================   ===============    ==============




See notes to consolidated financial statements




                                      - 3 -







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





                                                                          Three Months Ended                 Six Months Ended
                                                                               July 31,                          July 31,
                                                                   -------------------------------   -------------------------------
                                                                       2002               2001            2002               2001
                                                                   ------------      -------------   -------------      ------------
                                                                                                            
Net sales                                                          $   374,427       $   371,301     $   721,556        $   707,702

Cost of sales                                                          154,620           155,430         295,334            301,691
                                                                   ------------      -------------   -------------      ------------

Gross profit                                                           219,807           215,871         426,222            406,011

Selling, general and administrative expenses                           160,729           150,201         308,578            291,120
                                                                   ------------      -------------   -------------      ------------

Earnings from operations                                                59,078            65,670         117,644            114,891

Other expenses, net                                                      4,554             5,581           8,606              3,534
                                                                   ------------      -------------   -------------      ------------

Earnings before income taxes                                            54,524            60,089         109,038            111,357

Provision for income taxes                                              21,810            24,037          43,615             44,543
                                                                   ------------      -------------   -------------      ------------

Net earnings                                                       $    32,714       $    36,052     $    65,423        $    66,814
                                                                   ============      =============   =============      ============


Net earnings per share:

   Basic                                                           $      0.22       $      0.25     $      0.45        $      0.46
                                                                   ============       =============  =============      ============
   Diluted                                                         $      0.22       $      0.24     $      0.44        $      0.44
                                                                   ============      =============   =============      ============

Weighted average number of common shares:

   Basic                                                               145,780           146,042         145,607            145,979
   Diluted                                                             149,727           151,752         149,824            151,509





See notes to consolidated financial statements.










                                      - 4 -






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





                                                                                              Six Months Ended
                                                                                                   July 31,
                                                                                  -----------------------------------------
                                                                                         2002                   2001
                                                                                         ----                   ----
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                    
  Net earnings                                                                    $    65,423            $    66,814
  Adjustments to reconcile net earnings to net cash
    provided by operating activities:
    Depreciation and amortization                                                      37,140                 30,513
    (Gain) loss on equity investments                                                   1,416                 (4,088)
    Provision for uncollectible accounts                                                  690                    545
    Provision for inventories                                                           3,986                  3,461
    Tax benefit from exercise of stock options                                          9,981                  2,876
    Deferred income taxes                                                              (3,963)                (9,080)
    Loss on disposal of fixed assets                                                      117                    300
    Provision for postretirement/employment benefits                                    2,667                  1,791
  Changes in assets and liabilities:
    Accounts receivable                                                                13,725                 16,491
    Inventories                                                                       (56,159)               (34,939)
    Prepaid expenses and other current assets                                         (16,232)                (7,820)
    Other assets, net                                                                     611                 (7,877)
    Accounts payable                                                                  (10,037)               (23,344)
    Accrued liabilities                                                                 4,019                (11,295)
    Income taxes payable                                                              (41,283)               (25,250)
    Merchandise and other customer credits                                                332                    948
    Other long-term liabilities                                                         5,364                  4,879
                                                                                  ------------------     ------------------

  Net cash provided by operating activities                                            17,797                  4,925
                                                                                  ------------------     ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                                (83,506)               (84,775)
  Equity investments                                                                         -                (9,535)
  Proceeds from lease incentives                                                        2,758                  1,300
                                                                                  ------------------     ------------------

  Net cash used in investing activities                                               (80,748)               (93,010)
                                                                                  ------------------     ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt                                            100,000                       -
  (Payments on) proceeds from short-term borrowings, net                               (5,359)                24,367
  Repurchase of Common Stock                                                          (17,228)                (8,431)
  Proceeds from exercise of stock options                                               9,213                  3,928
  Cash dividends on Common Stock                                                      (11,658)               (11,683)
                                                                                  ------------------     ------------------

  Net cash provided by financing activities                                            74,968                  8,181
                                                                                  ------------------     ------------------

  Effect of exchange rate changes on
    cash and cash equivalents                                                           5,634                 (2,979)
                                                                                  ------------------     ------------------
  Net increase (decrease) in cash and cash equivalents                                 17,651                (82,883)
  Cash and cash equivalents at beginning of year                                      173,675                195,613
                                                                                  ------------------     ------------------

  Cash and cash equivalents at end of six months                                  $   191,326            $   112,730
                                                                                  ==================     ==================




See notes to consolidated financial statements.







                                                                   - 5 -







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


1.        CONSOLIDATED FINANCIAL STATEMENTS
          ---------------------------------

          The  accompanying   consolidated   financial  statements  include  the
          accounts of Tiffany & Co. and all majority-owned  domestic and foreign
          subsidiaries (the "Company").  Intercompany accounts, transactions and
          profits have been eliminated in consolidation.  The interim statements
          are  unaudited  and,  in  the  opinion  of  management,   include  all
          adjustments (which include only normal recurring adjustments including
          the adjustment  necessary as a result of the use of the  LIFO(last-in,
          first-out)   method  of  inventory   valuation,   which  is  based  on
          assumptions  as to  inflation  rates  and  projected  fiscal  year-end
          inventory levels) necessary to present fairly the Company's  financial
          position  as of July 31, 2002 and the  results of its  operations  and
          cash flows for the interim periods presented. The consolidated balance
          sheet data for January 31, 2002 are derived from the audited financial
          statements  which are included in the  Company's  report on Form 10-K,
          which should be read in connection with these financial statements. In
          accordance  with the rules of the Securities and Exchange  Commission,
          these financial  statements do not include all disclosures required by
          generally accepted accounting principles.

          Certain  reclassifications  were  made to the prior  year's  financial
          statements  and note  disclosures  to  conform to the  current  year's
          presentation  and  such   reclassifications   principally  related  to
          employee benefits and lease liabilities.

          Since the Company's business is seasonal,  with a higher proportion of
          sales and  earnings  generated in the last quarter of the fiscal year,
          the results of its  operations for the three and six months ended July
          31, 2002 and 2001 are not necessarily indicative of the results of the
          entire fiscal year.


2.        SUPPLEMENTAL CASH FLOW INFORMATION
          ----------------------------------




                                                                 Six Months Ended
                                                                     July 31,
                                                      ---------------------------------------
                                                                        
          Cash paid for:                                     2002                    2001
                                                      ----------------        ---------------

          (in thousands)
          --------------
           Interest                                            $ 7,652                $ 7,798
                                                      ================        ===============
           Income taxes                                        $76,984                $73,795
                                                      ================        ===============

          Supplemental Noncash Investing
           and Financing Activities:

          (in thousands)
          --------------
          Issuance of Common Stock for the
           Employee Profit Sharing and
           Retirement Savings Plan                             $ 1,000                $ 2,800
                                                      ================        ===============





                                      - 6 -







3.       INVENTORIES
         -----------

                                                        July 31,            January 31,             July 31,
         (in thousands)                                     2002                   2002                 2001
         --------------                           --------------------   ------------------    ---------------------
                                                                                    
         Finished goods                                $564,477               $528,671               $569,293
         Raw materials                                   95,119                 67,779                 73,136
         Work-in-process                                 34,477                 18,722                 30,232
                                                  --------------------   ------------------    ---------------------
                                                        694,073                615,172                672,661
         Reserves                                        (4,341)                (3,519)                (4,862)
                                                  --------------------   ------------------    ---------------------
         Inventories, net                              $689,732               $611,653               $667,799
                                                  ====================   ==================    =====================



          LIFO-based inventories at July 31, 2002, January 31, 2002 and July 31,
          2001  were  $538,229,000,  $481,716,000  and  $535,551,000,  with  the
          current  cost  exceeding  the LIFO  inventory  value by  approximately
          $19,971,000,  $18,971,000  and  $18,932,000 at the end of each period.
          The LIFO  valuation  method had no effect on net  earnings per diluted
          share for the three  months  ended  July 31,  2002 and 2001.  The LIFO
          valuation  method had no effect on net earnings per diluted  share for
          the six months  ended July 31,  2002 and had the effect of  decreasing
          net earnings per diluted  share by $0.01 for the six months ended July
          31, 2001.

4.        NEW ACCOUNTING PRONOUNCEMENTS
          -----------------------------

          In July 2001, the Financial Accounting Standards Board ("FASB") issued
          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  142,
          "Accounting  for Goodwill and Other  Intangible  Assets." SFAS No. 142
          requires that goodwill and certain other  intangible  assets no longer
          be amortized to earnings. In addition, the Company will be required to
          review  goodwill  and certain  other  intangible  assets  annually for
          potential  impairment.  With  respect to  goodwill  amortization,  the
          Company adopted SFAS No. 142 effective February 1, 2002. The result of
          the application of the non-amortization provisions of SFAS No. 142 for
          goodwill was not  significant  for the three and six months ended July
          31, 2002. At July 31, 2002,  the Company had goodwill of  $10,638,000.
          During the second quarter of 2002, the Company  completed its test for
          goodwill impairment and concluded that goodwill was not impaired.

          In September 2001, the FASB issued SFAS No. 143, "Accounting for Asset
          Retirement  Obligations," which addresses the accounting and financial
          reporting  for  legal   obligations  and  costs  associated  with  the
          retirement of tangible  long-lived  assets. The provisions of SFAS No.
          143 will be effective for the Company's  financial  statements for the
          fiscal year  beginning  February 1, 2003.  The Company does not expect
          the  adoption  of this  standard to have a  significant  impact on its
          financial position, earnings or cash flows.

          In October  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
          Impairment  or Disposal of  Long-Lived  Assets,"  which  addresses the
          accounting  for  impairment  or  disposal  of  long-lived  assets  and
          discontinued operations. On February 1, 2002, the Company adopted this
          standard  and  its  application  had  no  significant  impact  on  its
          financial position, earnings or cash flows.


                                      - 7 -



5.        LONG-TERM DEBT
          --------------

          In July 2002,  the  Company,  in a private  transaction  with  various
          institutional  lenders,  issued, at par, $40,000,000 of 6.15% Series C
          Senior Notes Due July 18, 2009 and $60,000,000 of 6.56% Series D Notes
          Due July 18, 2012 with seven-year and 10-year lump sum repayments upon
          maturities. The proceeds of these issues are being and will be used by
          the Company for general corporate purposes, including seasonal working
          capital and to redeem the Company's $51,500,000 principal amount 7.52%
          Senior Notes due in January 2003. The Note Purchase Agreements require
          lump sum repayment  upon maturity,  maintenance of specific  financial
          covenants and ratios and limits certain  changes to  indebtedness  and
          the general nature of the business,  in addition to other requirements
          customary in such circumstances.


6.        FINANCIAL HEDGING INSTRUMENTS
          -----------------------------

          Effective  February  1,  2001,  the  Company  adopted  SFAS  No.  133,
          "Accounting  for Derivative  Instruments  and Hedging  Activities," as
          amended  by  SFAS  No.  138,   "Accounting   for  Certain   Derivative
          Instruments and Certain Hedging  Activities." The adoption of SFAS No.
          133 resulted in the Company  recording  transition  adjustments in the
          first quarter of 2001 to recognize its derivative  instruments at fair
          market value. The cumulative  effect of these  transition  adjustments
          was  recorded  to cost of sales  and  amounted  to  $1,653,000,  which
          reduced net earnings by $975,000, net of income taxes, and an increase
          to accumulated  comprehensive  earnings of  $3,773,000,  net of income
          taxes of $2,622,000.

          Hedging activity affected accumulated other comprehensive (loss) gain,
          net of income taxes as follows:




                                                          Three Months Ended                  Six Months Ended
                                                                July 31,                           July 31,
                                                  ----------------------------------    -----------------------------
          (in thousands)                                2002               2001             2002             2001
          --------------                          ---------------    ---------------    ------------     ------------
                                                                                            
          Balance at beginning of
          period                                      $2,649              $6,538           $6,515            $   -
          Impact of adoption                               -                   -                -            3,773
          Derivative gains
           transferred to earnings                    (1,591)             (1,032)          (3,481)          (1,481)
          Change in fair value                        (2,051)              1,252           (4,027)           4,466
                                                  ---------------    ---------------    ------------     ------------
          Balance at end of period                    $( 993)             $6,758           $( 993)          $6,758
                                                  ===============    ===============    ============     ============





          The  Company  expects  $226,000  of  derivative   losses  included  in
          accumulated  other  comprehensive   income  to  be  reclassified  into
          earnings  within  the  next 12  months.  This  amount  may vary due to
          fluctuations in the yen exchange rate.

          The maximum term over which the Company is hedging its exposure to the
          variability  of future  cash flows (for all  forecasted  transactions,
          excluding interest payments on variable-rate debt) is 12 months.



                                      - 8 -



          FINANCIAL HEDGING INSTRUMENTS (continued)
          -----------------------------------------

          In July 2002, the Company entered into an interest-rate swap agreement
          to hedge the change in fair value of its fixed-rate  obligation issued
          in July 2002. Under the swap agreement, the Company pays variable rate
          interest and receives fixed interest rate payments  periodically  over
          the life of the instrument. The Company accounts for its interest-rate
          swap as a fair value hedge and therefore,  recognizes  gains or losses
          on the derivative  instrument and the hedged item  attributable to the
          hedged risk in earnings in the current period. Under SFAS No. 133, the
          ineffectiveness  of a fair value hedge is  required to be  calculated.
          Ineffectiveness  results  when gains and losses on the hedged item are
          not completely offset by gains and losses in the hedge instrument. The
          Company  determined that there is no ineffectiveness in the fair value
          hedge.

7.        EARNINGS PER SHARE
          ------------------

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

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




                                             Three Months Ended               Six Months Ended
                                                   July 31,                        July 31,
                                         ----------------------------   ----------------------------

          (in thousands)                      2002           2001           2002           2001
          --------------                      ----           ----           ----           ----
                                                                          
          Net earnings for basic
           and diluted EPS                  $32,714        $36,052        $65,423         $66,814
                                         ============= ==============   ============  ==============

          Weighted average shares
           for basic EPS                    145,780        146,042        145,607         145,979

          Incremental shares from
           assumed exercise of
           stock options                      3,947          5,710          4,217           5,530
                                         ------------- --------------   ------------  --------------
          Weighted average shares
           for diluted EPS                  149,727        151,752        149,824         151,509
                                         ============= ==============   ============  ==============



          For the  three  months  ended  July 31,  2002  and  2001,  there  were
          1,797,000 and 1,733,000 stock options  excluded from the  computations
          of earnings per diluted share due to their  antidilutive  effect.  For
          the six months ended July 31, 2002 and 2001,  there were 1,784,000 and
          1,768,000 stock options excluded from the computations of earnings per
          diluted share due to their antidilutive effect.




                                      - 9 -



8.        COMPREHENSIVE EARNINGS
          ----------------------

          The components of comprehensive earnings were:




                                                          Three Months Ended                    Six Months Ended
                                                               July 31,                             July 31,
                                                   ---------------------------------    ---------------------------------
                                                       2002               2001              2002               2001
                                                       ----               ----              ----               ----
                                                                                                
          (in thousands)
          --------------
          Net earnings                               $32,714           $36,052            $65,423            $66,814
          Other comprehensive
           gain(loss):
           Cash flow hedging
            instruments, net of tax                   (3,642)              220             (7,508)             6,758
           Foreign currency
            translation adjustments                   14,592            (1,810)            23,019            (12,497)
                                                   --------------    ---------------    --------------     --------------

          Comprehensive earnings                     $43,664           $34,462            $80,934            $61,075
                                                   ==============    ===============    ==============     ==============



          Foreign currency  translation  adjustments are not adjusted for income
          taxes since they relate to investments that are permanent in nature.

9.        OPERATING SEGMENTS
          ------------------

          The Company operates its business in three reportable  segments:  U.S.
          Retail,  International  Retail and Direct Marketing (see  Management's
          Discussion  and  Analysis  of  Financial   Condition  and  Results  of
          Operations for an overview of the Company's  business).  The Company's
          reportable  segments  represent  channels of  distribution  that offer
          similar  merchandise  and  service  and  have  similar  marketing  and
          distribution  strategies.  In deciding how to allocate  resources  and
          assess   performance,   the  Company's  Executive  Officers  regularly
          evaluate the  performance of its  reportable  segments on the basis of
          net sales and  earnings  from  operations,  after the  elimination  of
          intersegment sales and transfers.


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




                                                      Three Months Ended                     Six Months Ended
                                                           July 31,                              July 31,
                                                 --------------------------------     --------------------------------

          (in thousands)                               2002              2001               2002               2001
          --------------                               ----              ----               ----               ----
                                                                                            
          Net sales:
            U.S. Retail                          $   187,218       $    186,163       $   352,888        $   345,175
            International Retail                     148,462            150,574           296,100            296,997
            Direct Marketing                          38,747             34,564            72,568             65,530
                                                 -------------     --------------     -------------      -------------
                                                 $   374,427       $    371,301       $   721,556        $   707,702
                                                 =============     ==============     =============      =============

          Earnings from
          operations*:
            U.S. Retail                          $    41,809       $     47,081       $    76,395        $    81,410
            International Retail                      41,345             42,950            88,408             81,427
            Direct Marketing                           6,449              3,956            11,446              5,987
                                                 -------------     --------------     -------------      -------------
                                                 $    89,603       $     93,987       $   176,249        $   168,824
                                                 =============     ==============     =============      =============





          * Represents  earnings from operations  before  unallocated  corporate
            expenses and interest and other expenses, net.

                                     - 10 -




          OPERATING SEGMENTS (continued)
          ------------------------------

          Executive  Officers of the Company  evaluate  the  performance  of the
          Company's  assets  on  a  consolidated  basis.   Therefore,   separate
          financial  information for the Company's  assets on a segment basis is
          not available.

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




                                           Three Months Ended                         Six Months Ended
                                                July 31,                                  July 31,
                                     ---------------------------------       ------------------------------------

          (in thousands)                   2002                2001                 2002                  2001
          --------------                   ----                ----                 ----                  ----
                                                                                      
          Earnings from
           operations for
           reportable segments       $   89,603          $   93,987          $   176,249           $   168,824
          Unallocated
           corporate expenses           (30,525)            (28,317)             (58,605)              (53,933)

          Other expenses, net            (4,554)             (5,581)              (8,606)               (3,534)
                                     --------------      -------------       --------------        --------------
          Earnings before
           income taxes              $   54,524          $   60,089          $   109,038           $   111,357
                                     ==============      =============       ==============        ==============




10.       SUBSEQUENT EVENTS
          -----------------

          INTENT  TO  ACQUIRE  OUTSTANDING  SHARES OF  LITTLE  SWITZERLAND, INC.
          ---------------------------------------------------------------------
          On August 12, 2002, TSAC Corp., an indirect wholly-owned subsidiary of
          the Company,  entered  into a stock  purchase  agreement  with Seymour
          Holtzman and certain of his affiliates, including Jewelcor Management,
          Inc., to purchase their shares of common stock of Little  Switzerland,
          Inc. ("Little Switzerland"),  representing approximately 12% of Little
          Switzerland's outstanding common stock, at $2.40 per share. As of July
          31, 2002, the Company  beneficially owned  approximately 45% of Little
          Switzerland's  outstanding  common stock.  TSAC Corp. also commenced a
          cash tender offer to acquire the balance of the outstanding  shares of
          Little  Switzerland's  common stock at $2.40 per share. The offer will
          expire on September 13, 2002, subject to the Company's right to extend
          the  offering  period or to provide a  subsequent  offering  period of
          between three to 20 business days.

          The Stock Purchase  Agreement and the tender offer are subject to: (i)
          the  tender of a  sufficient  number of Little  Switzerland  shares so
          that,  upon the  closing  of the tender  offer and the stock  purchase
          agreement,  the  Company  would  beneficially  own at least 90% of the
          outstanding  Little  Switzerland's  common  stock  on a  fully-diluted
          basis, and (ii) the Stock Purchase  Agreement and the tender offer are
          subject to the tender of at least a majority of the outstanding Little
          Switzerland  shares,   excluding  shares  beneficially  owned  by  the
          Company, Mr. Holtzman or any of Mr. Holtzman's  affiliates.  Condition
          (i) may be waived by the Company and condition (ii) may not.



                                     - 11 -



          SUBSEQUENT EVENTS (continued)
          -----------------------------

          The Company  anticipates  causing TSAC Corp. to acquire any shares not
          purchased  under the Stock Purchase  Agreement and in the tender offer
          through a short  form  merger at the same cash  price per share as the
          tender  offer,  so long as the  tender  offer  is  successful  and the
          Company  beneficially  owns at least 90% of the outstanding  shares of
          Little  Switzerland  common stock after its completion,  including the
          shares purchased pursuant to the Stock Purchase Agreement. The Company
          estimates  that the total amount of funds  required to purchase all of
          the outstanding shares of Little Switzerland, other than those already
          owned by the Company but including the shares to be acquired  pursuant
          to the stock purchase agreement,  and to pay related fees and expenses
          will be approximately $27,100,000.

          DECLARATION  OF QUARTERLY  DIVIDEND
          -----------------------------------
          On August  13,  2002,  the  Company's  Board of  Directors  declared a
          quarterly  dividend of $0.04 per share.  This dividend will be paid on
          October 10, 2002 to stockholders of record on September 20, 2002.






































                                      -12-





PART I.  Financial Information
Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations

RESULTS OF OPERATIONS
---------------------
Overview
--------
The Company operates three channels of distribution. U.S. Retail includes retail
sales in  Company-operated  stores in the U.S.  International  Retail  primarily
includes  retail  sales in  Company-operated  stores  and  boutiques  in markets
outside the U.S.,  as well as a limited  amount of  business-to-business  sales,
Internet sales and wholesale sales to independent  retailers and distributors in
certain  of  those  markets.  Direct  Marketing  includes  business-to-business,
catalog and Internet sales in the U.S.


All references to years relate to the fiscal year that ends on January 31 of the
following calendar year.

In the three months  (second  quarter) ended July 31, 2002, net sales rose 1% to
$374,427,000. In the six months (first half) ended July 31, 2002, net sales rose
2%  to   $721,556,000.   The  Company's   reported   sales   reflect   either  a
translation-related benefit from strengthening foreign currencies or a detriment
from a strengthening U.S. dollar. Therefore, on a constant-exchange-rate  basis,
net sales were  unchanged  in the second  quarter and rose 3% in the first half;
worldwide  comparable  store  sales  declined  5% and 2% in those  periods.  Net
earnings  declined 9% to  $32,714,000  in the second  quarter and declined 2% to
$65,423,000 in the first half.


The following tables highlight certain operating data as a percentage of net
sales:




                                                Three Months      Six Months
                                               Ended July 31,   Ended July 31,
                                               -------------   ----------------
                                                2002   2001     2002      2001
                                               -------------   ----------------
                                                         
Net sales                                      100.0% 100.0%   100.0%    100.0%
Cost of sales                                   41.3   41.9     40.9      42.6
                                               -------------   ----------------
Gross profit                                    58.7   58.1     59.1      57.4
Selling, general
  and administrative expenses                   42.9  40.4      42.8      41.2
                                               -------------   ----------------
Earnings from operations                        15.8  17.7      16.3      16.2
Other expenses, net                              1.2   1.5       1.2       0.5
                                               -------------   ----------------
Earnings before income taxes                    14.6  16.2      15.1      15.7
Provision for income taxes                       5.9   6.5       6.0       6.3
                                               -------------   ----------------
Net earnings                                     8.7%  9.7%      9.1%      9.4%
                                               -------------   ----------------



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





                                             Three Months           Six Months
                                            Ended  July 31,        Ended July 31,
                                          ------------------    ------------------
(in thousands)                               2002      2001        2002      2001
------------------                        ------------------    ------------------
                                                              
U.S. Retail                               $187,218  $186,163    $352,888  $345,175
International Retail                       148,462   150,574     296,100   296,997
Direct Marketing                            38,747    34,564      72,568    65,530
                                          ------------------    ------------------
                                          $374,427  $371,301    $721,556  $707,702
                                          ------------------    ------------------



U.S.  Retail  sales  rose 1% in the  second  quarter  and 2% in the first  half.
Comparable  store sales  declined 2% in the second quarter and were unchanged in
the first half. Sales in the flagship New York store declined 6% in the

                                      -13-


second  quarter and 4% in the first half,  while  comparable  branch store sales
were unchanged in the second  quarter and rose 1% in the first half.  Management
believes  that smaller  average  transaction  sizes  resulted  from  challenging
economic  and  retail  conditions.  In  addition,  a decline in sales to foreign
tourists affected sales in certain stores, especially in New York and Hawaii.

International  Retail  sales  declined  1% in the second  quarter  and  declined
fractionally  in the first  half (a  decline  of 3% and an  increase  of 2% on a
constant-exchange-rate  basis).  In Japan,  total retail sales in local currency
declined  6% in the  second  quarter  and  were  unchanged  in the  first  half,
primarily  resulting  from a decline  in  jewelry  unit  volume and offset by an
increased average price per unit sold;  comparable store sales in local currency
declined 13% in the second quarter and 7% in the first half. In non-U.S. markets
outside of Japan, comparable store sales in the second quarter and first half on
a   constant-exchange-rate   basis  were  unchanged  and  increased  3%  in  the
Asia-Pacific region and declined 10% and 8% in Europe.

In the first half,  the Company opened U.S.  stores in Bellevue,  Washington and
East Hampton, New York and, internationally,  opened department-store  boutiques
in Japan (2), Korea and Taiwan.  The expansion plans for the second half of 2002
include: in the U.S., new stores in St. Louis,  Missouri,  Orlando,  Florida and
Honolulu,   Hawaii   (which  will  replace  two  small   hotel-boutiques)   and,
internationally,  a  department-store  boutique  in  Paris,  France.  In  total,
worldwide retail gross square footage is expected to increase 5% in 2002.

In 2001, the Company signed new distribution  agreements with Mitsukoshi Ltd. of
Japan  ("Mitsukoshi"),  whereby TIFFANY & CO. boutiques will continue to operate
within  Mitsukoshi's  stores in Japan  until at least  January 31,  2007.  Prior
agreements  expired in 2001. The new agreements  largely continue the principles
on which  Mitsukoshi  and Tiffany  have been  cooperating  since 1993,  when the
relationship  was last  renegotiated.  The main agreement,  which will expire on
January 31, 2007, covers the continued  operation of 24 TIFFANY & CO. boutiques.
Separate agreements cover the operation of a freestanding TIFFANY & CO. store on
Tokyo's Ginza.  Under the new  agreements,  the Company is not  restricted  from
further expansion of its Tokyo operations. Under the main agreement, the Company
pays to Mitsukoshi a reduced  percentage fee based on certain sales.  There will
be a further  reduction in fees paid to  Mitsukoshi  in 2003 and beyond,  as the
Company employs increasing numbers of its own personnel in certain boutiques.

Direct Marketing sales rose 12% in the second quarter and 11% in the first half.
Business Sales division sales declined 5% and 8% in those periods  primarily due
to a decline in the average size per order. Combined catalog/Internet sales rose
27% and 32% in those  periods  due to  strong  growth  in  Internet  sales  that
primarily resulted from a higher number of orders.

Gross Profit
------------
Gross profit as a percentage of net sales ("gross margin") in the second quarter
and  first  half was  higher  than the prior  year.  Management  attributes  the
increases primarily to a shift in sales mix toward lower-priced items that carry
a  higher  gross  margin,  as  well  as  to  improved  efficiencies  in  product
manufacturing and sourcing and selective price increases.

The Company's hedging program uses yen put options to stabilize product costs in
Japan over the short-term  despite exchange rate  fluctuations,  and the Company
adjusts  its retail  prices in Japan  from time to time to  address  longer-term
changes  in  the  yen/dollar   relationship  and  local   competitive   pricing.
Management's  ongoing strategy and objectives  include achieving further product
manufacturing/sourcing efficiencies, leveraging its fixed costs and implementing
selective price  adjustments in order to maintain the Company's gross margin at,
or above, prior year levels. For the second half

                                      -14-



of 2002, management expects a quarterly year-over-year increase in gross margin,
but to a lesser extent than in the first half.

Selling, General and Administrative Expenses ("SG&A")
-----------------------------------------------------
SG&A  rose  7% in the  second  quarter  and 6% in the  first  half.  Incremental
depreciation,  staffing and occupancy  expenses related to the Company's overall
worldwide expansion were partly offset by lower sales-related variable expenses.
As a  percentage  of net sales,  SG&A rose in both  periods due to  insufficient
sales  growth to absorb the rate of  increase  in fixed  expenses.  Management's
longer-term objective is to reduce this ratio by leveraging anticipated improved
rates of sales growth against the Company's fixed-expense base.

Other Expenses, Net
-------------------
Other expenses,  net in the second quarter were lower than the prior year due to
lower  interest  expense  resulting  from the  effect of the  capitalization  of
interest costs related to the Company's  construction of its 266,000 square foot
customer  fulfillment/distribution  center  ("CFC")  in  Hanover  Township,  New
Jersey,  effective in the first quarter of 2002. In addition,  interest  expense
rose in 2001  primarily  due to  construction  costs  and the  conversion  of an
operating lease into a capital lease.  Other expenses,  net in the first half of
2002 were higher than the prior year primarily due to a pretax gain in the first
quarter of 2001 of $5,257,000,  based on the Company's  equity  interest in Aber
Diamond Corporation ("Aber"), a publicly-traded company headquartered in Canada,
which sold its interest in the Snap Lake Project to De Beers Canada Mining, Inc.
in February 2001.

Provision for Income Taxes
--------------------------
The Company's  effective tax rate was 40.0% in the second quarter and first half
of both 2002 and 2001.

New Accounting Standards
------------------------
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Accounting for Goodwill and
Other Intangible  Assets." SFAS No. 142 requires that goodwill and certain other
intangible assets no longer be amortized to earnings.  In addition,  the Company
will be required to review goodwill and certain other intangible assets annually
for potential  impairment.  With respect to goodwill  amortization,  the Company
adopted SFAS No. 142 effective  February 1, 2002. The result of the  application
of the  non-amortization  provisions  of  SFAS  No.  142  for  goodwill  was not
significant for the three months and six months ended July 31, 2002. At July 31,
2002,  the Company had  goodwill of  $10,638,000.  During the second  quarter of
2002, the Company completed its test for goodwill  impairment and concluded that
goodwill was not impaired.

In  September  2001,  the  FASB  issued  SFAS No.  143,  "Accounting  for  Asset
Retirement  Obligations," which addresses the accounting and financial reporting
for legal  obligations  and costs  associated  with the  retirement  of tangible
long-lived  assets.  The  provisions  of SFAS No. 143 will be effective  for the
Company's  financial  statements for the fiscal year beginning February 1, 2003.
The Company does not expect the adoption of this  standard to have a significant
impact on its financial position, earnings or cash flows.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses the accounting for impairment or
disposal of long-lived assets and discontinued operations.  On February 1, 2002,
the Company adopted this standard and its application had no significant  impact
on its financial position, earnings or cash flows.

FINANCIAL CONDITION
-------------------
Liquidity and Capital Resources
-------------------------------

                                      -15-


The Company's liquidity needs have been, and are expected to remain, primarily a
function of its seasonal working capital  requirements  and capital  expenditure
needs, which have increased due to the Company's expansion.

The Company achieved a net cash inflow from operating  activities of $17,797,000
in the six months ended July 31, 2002  compared  with an inflow of $4,925,000 in
the prior year.

Working capital (current assets less current liabilities) and the corresponding
current ratio (current assets divided by current liabilities) were $779,931,000
and 3.9:1 at July 31, 2002 compared with $637,503,000 and 3.0:1 at January 31,
2002 and $681,237,000 and 3.6:1 at July 31, 2001.

Accounts  receivable  at July 31,  2002 were 11% below  January  31, 2002 and 5%
below July 31, 2001.

Inventories  at July 31, 2002 were 13% above  January 31,  2002.  In addition to
some effect from lower-than-expected sales, higher finished goods were needed to
support new stores and expanded product offerings, while higher raw material and
work-in-process inventories support the Company's strategy to further expand its
internal manufacturing activities.  Inventories were 3% above July 31, 2001. The
translation effect of a weakening U.S. dollar was also a factor in the growth of
inventory  versus the prior year  periods.  Management  expects  that  inventory
levels in 2002 will increase to support anticipated sales growth, new stores and
product  introductions  that include a new collection of watches.  The Company's
ongoing inventory objectives are to continue to refine:  worldwide replenishment
systems; the specialized disciplines of product development, category management
and  sales  demand   forecasting;   presentation  and  management  of  inventory
assortments in each store; and warehouse management and supply-chain logistics.

Capital  expenditures  of  $83,506,000  in the six months  ended  July 31,  2002
compared with $84,775,000 in the prior year.  Expenditures for 2002 are expected
to be approximately  $200,000,000.  Capital  expenditures in 2002 are supporting
the opening,  renovation and expansion of stores,  expansion of distribution and
manufacturing  facilities and ongoing  investments in new systems.  In 2001, the
Company commenced construction of its CFC that will fulfill shipments to retail,
catalog,  Internet and business sales customers. Upon completion of the CFC, the
Company's    370,000    square   foot    Parsippany,    New   Jersey    customer
service/distribution  center and office facility  ("CSC") will be used primarily
to replenish  store  inventories.  The CFC is scheduled to open in late-2003 and
the  Company   estimates   that  the  overall  cost  of  that  project  will  be
approximately  $98,500,000,  of which  $51,409,000 has been incurred to date. In
2000, the Company began a four-year  project to renovate and reconfigure its New
York flagship  store in order to increase the total sales area by  approximately
25%, and to provide additional space for customer service,  customer hospitality
and  special  exhibitions.  The new second  floor  opened in  November  2001 and
provides an expanded  presentation of engagement and other jewelry. In addition,
in  conjunction  with the New York store  project,  the  Company  relocated  its
after-sales  service  functions to a new location and  relocated  several of its
administrative  functions. The Company has spent $44,274,000 to date for the New
York store and related  projects.  Based on current plans, the Company estimates
that the overall cost of these projects will be approximately $85,000,000.

In August 2002, TSAC Corp., an indirect wholly-owned  subsidiary of the Company,
entered into a stock purchase  agreement with several  parties to purchase their
shares  of common  stock of Little  Switzerland,  Inc.  ("Little  Switzerland"),
representing approximately 12% of Little Switzerland's outstanding common stock,
at $2.40 per share. TSAC Corp. also commenced a cash tender offer to acquire the
balance of the outstanding shares of Little  Switzerland's common stock at $2.40
per share. The offer will expire on September 13, 2002, subject to the Company's
right to extend the offering  period or to provide a subsequent  offering period
of between  three to 20  business  days.  The Company  estimates  that the total
amount of funds required

                                      -16-



to purchase  all of the  outstanding  shares of Little  Switzerland,  other than
those  already  owned by the  Company  but  including  the shares to be acquired
pursuant to the stock purchase  agreement,  and to pay related fees and expenses
will  be  approximately  $27,100,000.  In  2001,  the  Company  made  an  equity
investment  in  Little   Switzerland   by  purchasing   7,410,000   newly-issued
unregistered  shares of common stock,  which  represented  approximately  45% of
Little Switzerland's shares, at a cost of $9,546,000.  The Company also provided
a loan of $2,500,000.

In July 2002, the Company, in a private  transaction with various  institutional
lenders, issued, at par, $40,000,000 of 6.15% Series C Senior Notes Due July 18,
2009 and  $60,000,000 of 6.56% Series D Notes Due July 18, 2012 with  seven-year
and 10-year lump sum repayments  upon  maturities.  The proceeds of these issues
are being,  and will be, used by the Company  for  general  corporate  purposes,
including  seasonal  working  capital  and to redeem the  Company's  $51,500,000
principal  amount  7.52%  Senior Notes due in January  2003.  The Note  Purchase
Agreements  require lump sum repayment  upon  maturity,  maintenance of specific
financial  covenants and ratios and limits certain changes to  indebtedness  and
the general nature of the business, in addition to other requirements  customary
in such circumstances.

In July 2002, the Company entered into an interest-rate  swap agreement to hedge
the change in fair value of its fixed-rate obligation issued in July 2002. Under
the swap  agreement,  the Company pays variable rate interest and receives fixed
interest rate payments periodically over the life of the instrument. The Company
accounts  for  its  interest-rate  swap as a fair  value  hedge  and  therefore,
recognizes  gains or losses on the  derivative  instrument  and the hedged  item
attributable  to the hedged risk in earnings in the current  period.  Under SFAS
No. 133, the ineffectiveness of a fair value hedge is required to be calculated.
Ineffectiveness  results  when  gains  and  losses  on the  hedged  item are not
completely  offset by gains and  losses in the  hedge  instrument.  The  Company
determined that there is no ineffectiveness in the fair-value hedge.

In September 2000, the Board of Directors  extended the Company's original stock
repurchase program until November 2003. The program was initially  authorized in
November 1997 for the repurchase of up to $100,000,000  of the Company's  Common
Stock in the open  market  over a  three-year  period.  That  authorization  was
superseded in September 2000 by a further  authorization of repurchases of up to
$100,000,000  of the Company's  Common Stock in the open market.  The timing and
actual number of shares repurchased depend on a variety of factors such as price
and other market conditions.  In the six months ended July 31, 2002, the Company
repurchased and retired 600,000 shares of Common Stock at a cost of $17,228,000,
or an average cost of $28.71 per share. At July 31, 2002,  $41,394,000  remained
available for future share repurchases.

In 1999, the Company made a strategic investment in Aber by purchasing 8 million
unregistered shares of its common stock, which represents approximately 14.7% of
Aber's outstanding  shares, at a cost of $70,636,000.  Aber holds a 40% interest
in the Diavik Diamonds Project in Canada's Northwest  Territories,  an operation
being developed to mine gem-quality diamonds. Production is expected to commence
in the first half of 2003.  In addition,  the Company has formed a joint venture
and has entered into a diamond purchase agreement with Aber. It is expected that
this  commercial  relationship  will enable the Company to secure a considerable
portion  of  its  future  diamond  needs.  The  Company  is in  the  process  of
establishing  the  necessary  facilities  in  Yellowknife,  Canada and  Antwerp,
Belgium to handle the  receipt  and  sorting  of  diamonds  and a portion of the
subsequent cutting and polishing.

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

                                      -17-



("Credit  Facility").  In  November  2001,  the Credit  Facility  was amended to
increase the amount from  $160,000,000 to  $200,000,000  and the number of banks
from five to six. The Credit Facility entitles the Company to borrow $38,750,000
on a  pro-rata  basis  from  each of three  banks,  $25,000,000  from one  bank,
$15,000,000 from another bank and $43,750,000 from an agent bank. All borrowings
are at interest rates based on a prime rate or a reserve-adjusted  LIBOR and are
affected by local borrowing conditions.  The Credit Facility expires in November
2006.

Management  anticipates that  internally-generated  cash flows,  funds available
under the Credit  Facility and the proceeds from the Senior Notes  offering will
be sufficient to support the Company's planned worldwide  business expansion and
seasonal working capital increases that are typically  required during the third
and fourth quarters of the year.

Net-debt (short-term  borrowings plus the current portion of long-term debt plus
long-term debt less cash and cash  equivalents) and the  corresponding  ratio of
net-debt as a percentage of total capital (net-debt plus  stockholders'  equity)
were $187,697,000 and 14% at July 31, 2002,  compared with $97,292,000 and 9% at
January 31, 2002 and $174,001,000 and 15% at July 31, 2001.

The Company's  contractual cash  obligations and commercial  commitments at July
31, 2002 and the effects such  obligations  and commitments are expected to have
on  the  Company's   liquidity  and  cash  flows  in  future  periods  have  not
significantly changed since January 31, 2002.

Market Risk
-----------
The  Company is exposed to market  risk from  fluctuations  in foreign  currency
exchange rates and interest rates, which could affect its consolidated financial
position, results of operations 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.

The Company uses foreign  currency-purchased put options, primarily yen, and, to
a lesser extent,  foreign-exchange forward contracts to minimize the impact of a
significant  strengthening  of the U.S.  dollar on foreign  currency-denominated
transactions.  Gains or losses on these instruments  substantially offset losses
or gains on the assets,  liabilities and transactions  being hedged.  Management
does not foresee nor expect any significant changes in foreign currency exposure
in the near future.

The Company also manages its fixed-rate debt liability to reduce its exposure to
interest rate changes. The fair value of the Company's fixed-rate long-term debt
is sensitive to interest  rate  changes.  Interest  rate changes would result in
gains  (losses)  in the  market  value of this debt due to  differences  between
market  interest  rates and rates at the inception of the debt  obligation.  The
Company uses an interest-rate swap to manage its  yen-denominated  floating-rate
long-term  debt in order to  reduce  the  impact of  interest  rate  changes  on
earnings and cash flows and to lower overall borrowing costs. Management neither
foresees  nor  expects   significant   changes  in  exposure  to  interest  rate
fluctuations, nor in market risk-management practices.

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

                                      -18-


Risk Factors
------------
This document  contains  certain  "forward-looking  statements"  concerning  the
Company's  objectives and  expectations  with respect to store openings,  retail
prices, gross profit, expenses, inventory performance,  capital expenditures and
cash flow. In addition,  management makes other forward-looking  statements from
time to time concerning objectives and expectations.  As a jeweler and specialty
retailer,  the Company's success in achieving its objectives and expectations is
partially  dependent  upon economic  conditions,  competitive  developments  and
consumer  attitudes.  However,  certain  assumptions are specific to the Company
and/or the  markets  in which it  operates.  The  following  assumptions,  among
others,  are "risk factors"  which could affect the likelihood  that the Company
will achieve the objectives and  expectations  communicated  by management:  (i)
that  low or  negative  growth  in the  economy  or in  the  financial  markets,
particularly  in the U.S.  and Japan,  will not occur and  reduce  discretionary
spending  on goods  that are,  or are  perceived  to be,  "luxuries";  (ii) that
consumer  spending does not decline  substantially  during the fourth quarter of
any year;  (iii) that the events of September 11, 2001 and  subsequent  military
operations,  as well as unsettled global political and economic  conditions,  do
not result in long-term  disruptions to, or a slowing of, tourist  travel;  (iv)
that sales in Japan will not decline substantially; (v) that there will not be a
substantial adverse change in the exchange relationship between the Japanese yen
and the U.S.  dollar;  (vi) that Mitsukoshi and other department store operators
in Japan, in the face of declining or stagnant  department store sales, will not
close or consolidate stores in which TIFFANY & CO. boutiques are located;  (vii)
that Mitsukoshi's  ability to continue as a leading department store operator in
Japan will continue; (viii) that existing product supply arrangements, including
license arrangements with third-party designers Elsa Peretti and Paloma Picasso,
will continue; (ix) that the wholesale market for high-quality cut diamonds will
provide  continuity  of supply  and  pricing;  (x) that the  investment  in Aber
achieves  its  financial  and  strategic  objectives;  (xi)  that  new  systems,
particularly for inventory management,  can be successfully  integrated into the
Company's operations;  (xii) that warehousing and distribution  productivity and
capacity can be further improved to support the Company's worldwide distribution
requirements; and (xiii) that new stores and other sales locations can be leased
or otherwise obtained on suitable terms in desired markets and that construction
can be completed on a timely basis.

























                                      -19-





PART II   OTHER INFORMATION

ITEM 6    Exhibits and Reports on Form 8-K

(a)       Exhibits

          None.

(b)       Reports on Form 8-K

          On  July 9,  2002,  Registrant  issued  a press  release  providing  a
          business update for its second quarter ending on July 31, 2002.

          On July 18, 2002, Registrant announced the issuance of $100,000,000 of
          Senior Notes,  consisting of $40,000,000 6.15% Series C Notes due July
          18, 2009 and  $60,000,000  6.56% Series D Notes due July 18, 2012. The
          proceeds  of the Notes will be used for  general  corporate  purposes,
          including  seasonal  working capital needs,  and the redemption of the
          Registrant's $51,500,000 7.52% Senior Notes due January 31, 2003.































                                      -20-




                                   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: September 9, 2002                   By:  /s/ James N. Fernandez
                                               ----------------------------
                                               James N. Fernandez
                                               Executive Vice President and
                                               Chief Financial Officer
                                               (principal financial officer)







































                                      -21-



                                 CERTIFICATION

I, Michael J. Kowalski, certify that:

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

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

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







Date: September 9, 2002






                                       By: /s/ Michael J. Kowalski
                                           -------------------------------------
                                           Michael J. Kowalski
                                           President and Chief Executive Officer

































                                      -22-



                                 CERTIFICATION

I, James N. Fernandez, certify that:

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

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

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







Date: September 9, 2002








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
























                                      -23-