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 quarter ended July 31,2003.  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 .

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (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,  145,685,381 shares outstanding at the close
of business on August 31, 2003.












                         TIFFANY & CO. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
                       FOR THE QUARTER ENDED July 31, 2003





                                                                               
PART I - FINANCIAL INFORMATION                                                       PAGE
                                                                                     ----

Item 1.           Financial Statements

                  Consolidated Balance Sheets - July 31, 2003,
                       January 31, 2003 and July 31, 2002 (Unaudited)                   3

                  Consolidated Statements of Earnings - for the
                       three and six months ended July 31, 2003 and
                       2002 (Unaudited)                                                 4

                  Consolidated Statements of Cash Flows - for
                       the three and six months ended July 31, 2003
                       and 2002 (Unaudited)                                             5

                  Notes to Consolidated Financial Statements
                       (Unaudited)                                                   6-12


Item 2.           Management's Discussion and Analysis of
                       Financial Condition and Results of Operations                13-21


Item 4.           Controls and Procedures                                              22


PART II - OTHER INFORMATION

Item 4.           Submission of Matters to a Vote of Security Holders                  23

Item 6.           Exhibits and Reports on Form 8-K                                     24

                  (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,
                                                                        2003                    2003                   2002
                                                                ------------------       ------------------     ------------------

ASSETS
                                                                                                       
Current assets:
Cash and cash equivalents                                       $        116,119         $        156,197       $        191,326
Accounts receivable, less allowances
   of $7,369, $8,258 and $6,973                                          104,949                  113,061                 87,565
Inventories, net                                                         814,406                  732,088                689,732
Deferred income taxes                                                     44,185                   44,380                 48,957
Prepaid expenses and other current assets                                 35,705                   24,662                 33,708
                                                                ------------------       ------------------     ------------------

Total current assets                                                   1,115,364                1,070,388              1,051,288

Property, Plant and equipment, net                                       844,631                  677,630                573,475
Deferred income taxes                                                      7,895                    6,595                  5,415
Other assets, net                                                        159,144                  168,973                148,358
                                                                ------------------       ------------------     ------------------
                                                                $      2,127,034         $      1,923,586       $      1,778,536
                                                                ==================       ==================     ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term borrowings                                           $        186,157         $         52,552       $         38,313
Current portion of long-term debt                                              -                        -                 51,500
Accounts payable and accrued liabilities                                 172,383                  163,338                133,594
Income taxes payable                                                      22,011                   41,297                  9,413
Merchandise and other customer credits                                    43,457                   42,720                 39,196
                                                                ------------------       ------------------     ------------------

Total current liabilities                                                424,008                  299,907                272,016

Long-term debt                                                           289,686                  297,107                289,210
Postretirement/employment benefit obligations                             35,574                   33,117                 32,666
Other long-term liabilities                                               96,360                   85,406                 75,457

Commitments and contingencies

Stockholders' equity:
Common Stock, $.01 par value; authorized 240,000 shares,
   issued and outstanding 145,382, 144,865 and 145,439                     1,454                    1,449                  1,454
Additional paid-in capital                                               363,841                  351,398                350,027
Retained earnings                                                        934,337                  874,694                780,986
Accumulated other comprehensive(loss) gain:
  Foreign currency translation adjustments                               (13,968)                 (14,561)               (22,287)
  Cash flow hedging instruments, net of tax                               (1,611)                  (2,284)                  (993)
  Minimum pension liability adjustment, net of tax                        (2,647)                  (2,647)                     -
                                                                ------------------        ------------------     -----------------

Total stockholders' equity                                             1,281,406                1,208,049              1,109,187
                                                                ------------------        ------------------     -----------------


                                                                $      2,127,034          $     1,923,586        $     1,778,536
                                                                ==================        ==================     =================

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,
                                                   -----------------------------------      -------------------------------------
                                                         2003                2002                 2003                    2002
                                                   ---------------     ---------------      ---------------       ---------------
                                                                                                      
Net sales                                          $       442,495     $       374,427      $       838,334       $       721,556

Cost of sales                                              187,523             154,620              353,718               295,334
                                                   ---------------     ---------------      ---------------       ---------------

Gross profit                                               254,972             219,807              484,616               426,222

Selling, general and administrative expenses               186,519             160,729              357,194               308,578
                                                   ---------------     ---------------      ---------------       ---------------

Earnings from operations                                    68,453              59,078              127,422               117,644

Other expenses, net                                          3,450               4,554                5,763                 8,606
                                                   ---------------     ---------------      ---------------       ---------------

Earnings before income taxes                                65,003              54,524              121,659               109,038

Provision for income taxes                                  23,856              21,810               44,649                43,615
                                                   ---------------     ---------------      ---------------       ---------------

Net earnings                                       $        41,147     $        32,714      $        77,010       $        65,423
                                                   ===============     ===============      ===============       ===============


Net earnings per share:

      Basic                                        $          0.28     $          0.22      $          0.53       $          0.45
                                                   ===============     ===============      ===============       ===============
      Diluted                                      $          0.28     $          0.22      $          0.52       $          0.44
                                                   ===============     ===============      ===============       ===============

Weighted average number of common shares:

      Basic                                                145,294             145,780              145,094               145,607
      Diluted                                              148,163             149,727              147,744               149,824

See notes to consolidated financial statements.











                                      - 4 -







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




                                                                                      Six Months Ended
                                                                                          July 31,
                                                                         ----------------------------------------
                                                                                 2003                     2002
                                                                                 ----                     ----
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                             
  Net earnings                                                           $      77,010             $     65,423
  Adjustments to reconcile net earnings to net cash
    provided by operating activities:
    Depreciation and amortization                                               42,870                   37,257
    Loss on equity investments                                                     204                    1,416
    Provision for uncollectible accounts                                           539                      690
    Provision for inventories                                                    1,438                    3,986
    Deferred income taxes                                                       (1,457)                  (3,963)
    Provision for postretirement/employment benefits                             2,457                    2,667
    Deferred hedging losses (gains) transferred to earnings                      1,439                   (5,388)
  Changes in assets and liabilities, excluding effects
    of acquisitions:
    Accounts receivable                                                          7,895                   13,725
    Inventories                                                                (82,394)                 (56,159)
    Prepaid expenses and other current assets                                  (11,788)                  (8,861)
    Other assets, net                                                            6,697                   (1,228)
    Accounts payable                                                             5,813                  (10,037)
    Accrued liabilities                                                          3,381                    4,019
    Income taxes payable                                                       (14,371)                 (31,302)
    Merchandise and other customer credits                                         707                      332
    Other long-term liabilities                                                 11,696                    5,220
                                                                         --------------          ---------------
  Net cash provided by operating activities                                     52,136                   17,797
                                                                         --------------          ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                        (210,513)                 (83,506)
  Proceeds from lease incentives                                                 2,251                    2,758
                                                                         --------------          ---------------
  Net cash used in investing activities                                       (208,262)                 (80,748)
                                                                         --------------          ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  (Repayment of) proceeds from long-term debt                                   (4,000)                 100,000
  Proceeds from (payments on) short-term borrowings, net                       132,991                   (5,359)
  Repurchase of Common Stock                                                    (4,610)                 (17,228)
  Proceeds from exercise of stock options                                        6,011                    9,213
  Cash dividends on Common Stock                                               (13,059)                 (11,658)
                                                                         --------------          ---------------
  Net cash provided by financing activities                                    117,333                   74,968
                                                                         --------------          ---------------
  Effect of exchange rate changes on
    cash and cash equivalents                                                   (1,285)                   5,634
                                                                         --------------          ---------------
  Net (decrease) increase in cash and cash equivalents                         (40,078)                  17,651

  Cash and cash equivalents at beginning of year                               156,197                  173,675
                                                                         --------------          ---------------
  Cash and cash equivalents at end of six months                         $     116,119           $      191,326
                                                                         ==============          ===============


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, 2003 and the  results of its  operations  and
          cash flows for the interim periods presented. The consolidated balance
          sheet data for January 31, 2003 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
          statement  amounts and related  note  disclosures  to conform with the
          current year's presentation.

          The Company's business is seasonal,  with a higher proportion of sales
          and  earnings  generated  in the last  quarter of the fiscal year and,
          therefore,  the results of its operations for the three and six months
          ended July 31,  2003 and 2002 are not  necessarily  indicative  of the
          results of the entire fiscal year.

2.        STOCK - BASED COMPENSATION
          --------------------------

          Employee  stock options are  accounted  for using the intrinsic  value
          method in accordance  with  Accounting  Principle Board Opinion No. 25
          "Accounting   for  Stock   Issued  to   Employees"   and  its  related
          interpretations.  Compensation  costs were not  recorded in net income
          for stock options,  as all options granted had an exercise price equal
          to the  market  value of the  underlying  common  stock on the date of
          grant.

















                                       -6-



          STOCK - BASED COMPENSATION (continued)
          -------------------------------------

          As required by Statement of Financial  Accounting  Standards  ("SFAS")
          No.  148,  "Accounting  for  Stock-Based  Compensation-Transition  and
          Disclosure",  which amends SFAS No. 123,  "Accounting  for Stock-Based
          Compensation",  the following  table estimates the pro forma effect on
          net earnings  and earnings per share had the Company  applied the fair
          value  recognition  provision of SFAS No. 123 to stock-based  employee
          compensation:





                                                      Three Months Ended                 Six Months Ended
                                                             July 31,                          July 31,
                                                  --------------------------------  ------------------------------
                                                                                            
         (in thousands, except per
         share amounts)                                 2003            2002             2003           2002
         ---------------------------------------------------------------------------------------------------------
         Net earnings as reported                    $41,147          $32,714          $77,010        $65,423


         Less:  Stock-based
         employee compensation
         expense determined under
         the fair-value method for
         all awards, net of tax                       (3,330)          (3,206)          (6,619)        (6,322)
                                                  --------------------------------  -----------------------------
         Pro forma net earnings                      $37,817          $29,508          $70,391        $59,101
                                                  ================================  =============================

         Earnings per basic
         share:

          As reported                                   0.28             0.22             0.53           0.45
          Pro forma                                     0.26             0.20             0.49           0.41

         Earnings per diluted share:
          As reported                                   0.28             0.22             0.52           0.44
          Pro forma                                     0.26             0.20             0.48           0.39




3.        ACQUISITIONS
          ------------

          In May 2001,  a  subsidiary  of the  Company  purchased  45% of Little
          Switzerland Inc.'s ("Little Switzerland") outstanding shares of common
          stock  at a  cost  of  $9,546,000.  The  Company  accounted  for  this
          investment  under the equity method based upon its ownership  interest
          and its  significant  influence.  In 2001,  the Company also  provided
          Little  Switzerland  with an  interest-bearing  loan in the  amount of
          $2,500,000. The Company's equity share of Little Switzerland's results
          from operations has been included in other expenses,  net and amounted
          to a loss of $714,000  and $635,000 for the three and six months ended
          July 31, 2002.

          In October  2002,  the  Company  purchased  and paid  $27,530,000  for
          additional  shares acquired,  which, with the shares previously owned,
          represented 98% of the outstanding  shares of Little  Switzerland.  On
          November  20,  2002,  the  subsidiary  merged  with  and  into  Little
          Switzerland.  The  purchase  price has been  allocated  to the  assets
          acquired and liabilities  assumed  according to estimated fair values.
          The  Company  commenced  the  consolidation  of  Little  Switzerland's
          operations  effective October 1, 2002, and the  interest-bearing  loan
          provided  to  Little  Switzerland  in  2001  has  been  eliminated  in
          consolidation.


                                       -7-



          ACQUISITIONS (continued)
          ------------------------

          The  acquisition  was accounted  for in accordance  with SFAS No. 141,
          "Business Combinations."

4.        INCOME TAXES
          ------------

          The effective  income tax rate for the three and six months ended July
          31, 2003 was 36.7%.  The  effective  income tax rate for the three and
          six months  ended July 31, 2002 was 40.0%.  The  reduction  in the tax
          rate from the prior year is principally  due to the recognition of tax
          benefits provided by the Extraterritorial Income Exclusion Act of 2000
          ("ETI") and a favorable  reserve  adjustment  due to the resolution of
          uncertain  tax  obligations.  Tax  benefits  related  to ETI  were not
          recognized until the third quarter of 2002 when the Company determined
          the ETI was applicable to its operations.

          In  November  2000,  the United  States  Government  repealed  the tax
          provisions  associated  with Foreign  Sales  Corporations  ("FSC") and
          enacted, in their place, the ETI, certain provisions of which differed
          from those governed by the FSC  regulations.  The ETI provides for the
          exclusion  from United States  income tax of certain  extraterritorial
          income  earned from the sale of qualified  United States origin goods.
          Qualified  United States  origin goods are generally  defined as those
          wherein  not  more  than  50%  of the  fair  market  value  (including
          intangible  values) is  attributable to foreign content or value added
          outside the United States.

          It is unknown if this  benefit  will  continue to be  available to the
          Company in the future, as the World Trade  Organization  ("WTO") ruled
          in January  2002 in favor of a complaint by the  European  Union,  and
          joined by Canada, Japan and India, that the ETI exclusion  constitutes
          a prohibited  export subsidy under WTO regulations.  The United States
          Government  is  currently  reviewing  its  options in response to this
          ruling.


5.        SUPPLEMENTAL CASH FLOW INFORMATION
          ----------------------------------


                                                                     Six Months Ended
                                                                         July 31,
                                                          ---------------------------------------
          Cash paid during the year for:                        2003                    2002
                                                          ----------------        ---------------

          (in thousands)
          --------------
                                                                            
           Interest,net of interest capitalization            $ 5,091                 $ 6,407
                                                          ================        ===============
           Income taxes                                       $58,507                 $76,984
                                                          ================        ===============

          Supplemental Noncash Investing
           and Financing Activities:

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






                                       -8-




6.        INVENTORIES
          -----------



                                         July 31,            January 31,            July 31,
          (in thousands)                  2003                  2003                  2002
          --------------            ------------------   ------------------    ------------------
                                                                           
          Finished goods                $634,754               $615,247             $564,477
          Raw materials                  134,012                 91,505               95,119
          Work-in-process                 49,923                 29,698               34,477
                                    ------------------   ------------------    ------------------
                                         818,689                736,450              694,073
          Reserves                        (4,283)                (4,362)              (4,341)
                                    ------------------   ------------------    ------------------
          Inventories, net              $814,406               $732,088             $689,732
                                    ==================   ==================    ==================



          LIFO-based inventories at July 31, 2003, January 31, 2003 and July 31,
          2002  were  $604,499,000,  $532,160,000  and  $538,229,000,  with  the
          current  cost  exceeding  the LIFO  inventory  value by  approximately
          $24,235,000,  $20,135,000  and  $19,971,000 at the end of each period.
          The LIFO  valuation  method had the effect of decreasing  net earnings
          per  diluted  share by $0.01 and  $0.02  for the three and six  months
          ended  July 31,  2003 and had no effect on net  earnings  per  diluted
          share for the three and six months ended July 31, 2002.

7.        NEW ACCOUNTING PRONOUNCEMENTS
          -----------------------------

          In September 2001, the Financial  Accounting  Standards Board ("FASB")
          issued SFAS No. 143,  "Accounting for Asset  Retirement  Obligations,"
          which  addresses  the  accounting  and  financial  reporting for legal
          obligations  associated  with the  retirement  of tangible  long-lived
          assets and the associated asset retirement  costs. The Company adopted
          the  provisions of SFAS No. 143,  effective  February 1, 2003, and its
          impact  was  not  significant  on the  Company's  financial  position,
          earnings or cash flows.

          In April 2003,  the FASB issued SFAS No. 149,  "Amendment of Statement
          133 on Derivative  Instruments and Hedging  Activities."  SFAS No. 149
          amends and clarifies financial accounting and reporting for derivative
          instruments,  including  certain  derivative  instruments  embedded in
          other  contracts  and for  hedging  activities  under  SFAS  No.  133,
          "Accounting  for Derivative  Instruments  and Hedging  Activities." In
          general,  SFAS No. 149 is  effective  for  contracts  entered  into or
          modified after June 30, 2003 and for hedging relationships  designated
          after  June 30,  2003.  The  adoption  of SFAS No.  149 did not have a
          significant impact on the Company's  financial  position,  earnings or
          cash flows.

8.        PROPERTY, PLANT AND EQUIPMENT
          -----------------------------

          In June 2003, a  wholly-owned  subsidiary of the Company  acquired the
          land and building  housing its Japan flagship store located in Tokyo's
          Ginza  shopping  district.  The cost to purchase the land and building
          was  approximately   $140,000,000  plus  transaction  fees,  of  which
          $134,100,000  and  $5,200,000 has been allocated to land and building,
          with the remaining  costs  allocated to other balance sheet  accounts.
          The building is being  depreciated on a  straight-line  basis over its
          estimated useful life of 39 years.






                                       -9-



9.        DEBT
          ----

          In connection with the acquisition of Little  Switzerland in 2002, the
          Company  assumed their  outstanding  debt.  Little  Switzerland  had a
          senior  collateralized  revolving  and term loan credit  facility ("LS
          Facility"),   which  allowed  Little   Switzerland  to  borrow  up  to
          $12,000,000,  through March 21, 2005, of which up to $8,000,000  was a
          revolving  loan and  $4,000,000  was a term  loan.  In May  2003,  the
          Company  replaced the LS Facility with an unsecured  revolving  credit
          facility  ("LS Credit  Facility"),  guaranteed  by the Company,  which
          allows Little  Switzerland  to borrow up to $10,000,000 at an interest
          rate of 0.80%  above  LIBOR or a LIBOR  Market  Index.  The LS  Credit
          Facility,  which expires in November  2005,  contains  covenants  that
          require   the   Company   to   maintain   certain    debt/equity   and
          interest-coverage  ratios, in addition to other requirements customary
          to  loan  facilities  of  this  nature.  There  was no  gain  or  loss
          associated with the replacement of the LS Facility.

          As  discussed in Note 8, the Company  purchased  the land and building
          housing its Japan flagship store. This purchase has been financed with
          a  short-term  yen  11,000,000,000  bridge loan with a bank.  The loan
          bears an interest rate of 0.58% and matures on September 30, 2003 with
          certain renewal  options.  The Company is in the process of evaluating
          alternatives  to replace the bridge loan with long-term  financing and
          expects to complete a transaction before the end of 2003.

10.       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)                                2003          2002           2003          2002
         --------------------------------------------------------------------------------------------------

          Net earnings for basic
          and diluted EPS                             $41,147       $32,714       $77,010       $65,423
                                                   ============= =============  ============= =============
          Weighted average shares
          for basic EPS                               145,294       145,780       145,094       145,607


          Incremental shares from
          assumed exercise of
          stock options                                 2,869         3,947         2,650         4,217
                                                   ------------  -------------  ------------- -------------

          Weighted average shares
          for diluted EPS                             148,163       149,727       147,744       149,824
                                                   ============  =============  ============= =============




                                      -10-



          EARNINGS PER SHARE (continued)
          -----------------------------

          For the  three  months  ended  July 31,  2003  and  2002,  there  were
          4,631,000  and  1,797,000   stock  option  shares  excluded  from  the
          computations  of earnings per diluted share due to their  antidilutive
          effect.  For the six months  ended July 31, 2003 and 2002,  there were
          4,786,000  and  1,784,000   stock  option  shares  excluded  from  the
          computations  of earnings per diluted share due to their  antidilutive
          effect.

11.       COMPREHENSIVE EARNINGS
          ----------------------

          The components of comprehensive earnings were:



                                                 Three Months Ended                       Six Months Ended
                                                      July 31,                                July 31,
                                           ----------------------------------     ----------------------------------
                                                 2003              2002                 2003              2002
                                                 ----              ----                 ----              ----
          (in thousands)
          --------------
                                                                                           
          Net earnings                        $41,147           $32,714              $77,010           $65,423
          Other comprehensive
           gain(loss):

           Cash flow hedging
            instruments, net of tax               399            (3,642)                 673            (7,508)

           Foreign currency
            translation adjustments             1,828            14,592                  593            23,019
                                           -------------     -------------        -------------      -------------

          Comprehensive earnings              $43,374           $43,664              $78,276           $80,934
                                           =============     =============        =============      =============



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

12.       SEGMENT INFORMATION
          -------------------

          The Company's  reportable  segments are:  U.S.  Retail,  International
          Retail,  Direct  Marketing  and  Specialty  Retail  (see  Management's
          Discussion  and  Analysis  of  Financial   Condition  and  Results  of
          Operations  for an  overview  of the  Company's  business).  Effective
          October 1, 2002 the Company  established the Specialty  Retail segment
          to include the consolidated  results of Little  Switzerland,  Inc., as
          well as the  consolidated  results from other ventures that are now or
          will be operated  under  non-TIFFANY & CO.  trademarks or trade names.
          The  Company's  other  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 inter-segment sales and transfers.












                                      -11-



          SEGMENT INFORMATION (continued)
          ------------------------------

          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)                            2003               2002                2003                 2002
          --------------                            ----               ----                ----                 ----
                                                                                             
          Net sales:
            U.S. Retail                     $     213,036     $      187,218       $     386,622         $     352,888
            International Retail                  168,987            148,462             334,511               296,100
            Direct Marketing                       43,943             38,747              81,226                72,568
            Specialty Retail                       16,529                  -              35,975                     -
                                            --------------    --------------       --------------        --------------
                                            $     442,495     $      374,427       $     838,334         $     721,556
                                            ==============    ==============       ===============       ==============

          Earnings(losses) from
          operations*:
            U.S. Retail                     $      49,130     $       41,076       $      81,023         $      74,468
            International Retail                   43,510             39,213              91,105                83,643
            Direct Marketing                       10,074              6,777              16,894                12,102
            Specialty Retail                       (2,410)                 -              (3,073)                    -
                                            --------------    --------------       --------------        --------------
                                            $     100,304     $       87,066       $     185,949         $     170,213
                                            ==============    ==============       ===============       ==============



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

          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)                       2003               2002                 2003                 2002
          --------------                       ----               ----                 ----                 ----
          Earnings from
           operations for
           reportable segments             $  100,304        $   87,066           $   185,949         $    170,213
          Unallocated
           corporate expenses                 (31,851)          (27,988)              (58,527)             (52,569)

          Other expenses, net                  (3,450)           (4,554)               (5,763)              (8,606)
                                           ---------------   ----------------     --------------      --------------
          Earnings before
           income taxes                    $   65,003        $   54,524           $   121,659         $    109,038
                                           ===============   ================     ==============      ==============




13.       SUBSEQUENT EVENTS
          -----------------

          On August  21,  2003,  the  Company's  Board of  Directors  declared a
          quarterly  dividend of $0.05 per share.  This dividend will be paid on
          October 10, 2003 to stockholders of record on September 22, 2003.











                                      -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 four channels of distribution:

o      U.S. Retail - sales in Company-operated TIFFANY & CO. stores in the U.S.;

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

o      Direct Marketing -  business- to- business, catalog and Internet sales of
       TIFFANY & CO. products in the U.S.;

o      Specialty Retail- worldwide sales made under non-TIFFANY & CO. trademarks
       or trade names, including LITTLE SWITZERLAND.

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


Net sales  increased 18% to  $442,495,000  in the three months (second  quarter)
ended July 31, 2003 and increased 16% to  $838,334,000  in the six months (first
half)  ended July 31,  2003.  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  rose  16% in the  second  quarter  and 13% in the  first  half,  and
worldwide  comparable  store  sales rose 8% in the second  quarter and 4% in the
first half. Net earnings increased 26% to $41,147,000 in the second quarter,  or
$0.28 per diluted share versus $0.22 in the prior year.  Net earnings  increased
18% to $77,010,000 in the first half, or $0.52 per diluted share versus $0.44 in
the prior year.



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



                                              Three Months             Six Months
                                              Ended July 31,          Ended July 31,
                                            -----------------       -----------------
                                             2003       2002         2003       2002
                                            -----------------       -----------------
                                                                   
Net sales                                   100.0%     100.0%       100.0%     100.0%
Cost of sales                                42.4       41.3         42.2       40.9
                                            -----------------       -----------------
Gross profit                                 57.6       58.7         57.8       59.1
Selling, general
  and administrative expenses                42.2       42.9         42.6       42.8
                                           ------------------       -----------------
Earnings from operations                     15.4       15.8         15.2       16.3
Other expenses, net                           0.7        1.2          0.7        1.2
                                           ------------------       -----------------
Earnings before income taxes                 14.7       14.6         14.5       15.1
Provision for income taxes                    5.4        5.9          5.3        6.0
                                           ------------------       -----------------
Net earnings                                  9.3%       8.7%         9.2%       9.1%
                                           ------------------       -----------------










                                      -13-




Net Sales
---------

Net sales by channel of distribution were as follows:




                                Three Months              Six Months
                               Ended July 31,            Ended July 31,
                          ----------------------    ----------------------
(in thousands)               2003       2002           2003        2002
--------------            ----------------------    ----------------------
                                                  
U.S. Retail               $213,036    $187,218      $386,622    $352,888
International Retail       168,987     148,462       334,511     296,100
Direct Marketing            43,943      38,747        81,226      72,568
Specialty Retail            16,529           -        35,975           -
                          ----------------------    ----------------------
                          $442,495    $374,427      $838,334    $721,556
                          ----------------------    ----------------------




U.S.  Retail sales increased 14% in the second quarter and 10% in the first half
due to comparable store sales growth of 9% and 6% and the opening of new stores.
Comparable  branch  store  sales  rose 11% and 7%,  while  sales in the New York
flagship store  increased 2% and declined 1%. The comparable  store sales growth
resulted  from an  increase  in the number of  transactions  and in the  average
transaction size. Comparable store sales growth was generated by increased sales
to local customers as well as higher domestic tourist spending.

International  Retail sales  increased 14% in the second  quarter and 13% in the
first  half.  On a  constant-exchange-rate  basis,  International  Retail  sales
increased 9% and 6%.

In Japan,  total  retail  sales in local  currency  increased  7% in the  second
quarter and 4% in the first half,  reflecting  an  increased  average  price per
jewelry  unit sold which  more than  offset a decline  in  jewelry  unit  volume
(primarily due to lower unit sales of silver jewelry); comparable store sales in
local currency  increased 4% in the second quarter and rose  fractionally in the
first half. Japan sales have been affected by generally weak economic conditions
and  increased  competition.  The Company  seeks to  mitigate  sales lost due to
diminished  demand for diamond  engagement  rings and silver jewelry in Japan by
changes in its merchandise and marketing practices.

In   non-U.S.   markets   outside  of  Japan,   comparable   store  sales  on  a
constant-exchange-rate basis in the second quarter and first half rose 4% and 2%
in the Asia-Pacific region due to mixed results among various markets,  and rose
14% and 11% in Europe primarily due to strength in London.

Management  expects  to  increase  worldwide  retail  gross  square  footage  of
Company-operated   TIFFANY   &  CO.   stores  by   approximately   5%  in  2003.
Actual/expected 2003 store openings are as follows:




Location                              Actual Opening 2003    Expected Opening 2003
--------                              -------------------    ---------------------
                                                       
Coral Cables, Florida                 First Quarter
Guam (conversion from                 First Quarter
wholesale)
Walnut Creek, California              Second Quarter
Palm Desert, California                                      Third Quarter
Ikebukuro, Japan                      First Quarter
Sapporo, Japan                        First Quarter
Nagoya, Japan (relocation)            First Quarter
Tamagawa, Japan                                              Fourth Quarter
Korea                                 First Quarter
Hong Kong                                                    Fourth Quarter
Brazil                                                       Third Quarter
Mexico                                                       Third Quarter





                                      -14-



Direct Marketing sales rose 13% in the second quarter and 12% in the first half.
Combined Internet/catalog sales rose 21% in both periods due to strong growth in
Internet sales that resulted from a higher number of orders.  The Business Sales
division's sales rose 2% and declined  fractionally  reflecting a decline in the
number of orders  shipped but an increase in the average  dollars per order.  In
addition,  as announced in November  2002,  the  Business  Sales  division is no
longer  soliciting  employee  service award  programs and is phasing out of that
portion of its business as existing customer  commitments are satisfied.  Annual
sales affected by this action  represented less than  $30,000,000,  or less than
half of the Business Sales division's sales in 2002. The Business Sales division
will  continue  to offer a range of  business  gifts,  as well as  event-related
trophies and other awards.

The Company  established a new channel of distribution,  "Specialty  Retail," in
2002 to include the consolidated results of Little Switzerland, Inc., (effective
October 1, 2002) as well as the  consolidated  results from other  ventures that
are now or will be operated under non-TIFFANY & CO. trademarks or trade names.

Gross Profit
------------
Gross profit as a percentage of net sales ("gross margin") in the second quarter
and first half was lower than the prior year,  largely due to the  consolidation
of  Little  Switzerland,  which  retails  goods  manufactured  by  others in the
so-called  "duty-free"  market,  and thereby  achieves a gross  margin below the
Company's average. Gross margin was also affected by changes in sales mix and by
higher LIFO charges to reflect increased  precious metal prices,  with a partial
benefit from sales leverage on indirect costs.

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 long-term 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. However, management expects gross margin to decline
by  approximately   one  full  percentage  point  in  2003  due  to  incremental
infrastructure  costs,  which  include a new  Customer  Fulfillment/Distribution
Center ("CFC"),  the effect of  consolidating  the sales of Little  Switzerland,
costs   related  to   establishing   rough  diamond   sourcing  and   processing
organizations  in Belgium and Canada and higher LIFO  charges,  all of which are
expected  to  more  than  offset  benefits  from  growth  in  internal   jewelry
manufacturing  and from the sourcing of a portion of the Company's diamond needs
from a new mine in Canada.

Selling,  General and Administrative Expenses ("SG&A")
------------------------------------------------------
SG&A rose 16% in both the second  quarter  and first  half,  due to  incremental
depreciation,   staffing  and  occupancy   expenses  related  to  the  Company's
expansion, as well as higher insurance costs, higher marketing expenses,  (which
includes  increased  advertising for timepieces) and the consolidation of Little
Switzerland's  SG&A. As a percentage of net sales, SG&A declined in both periods
due to strong sales growth that more than absorbed the rate of increase in fixed
expenses.  Management's  longer-term  objective  is  to  reduce  this  ratio  by
leveraging  anticipated  improved rates of comparable store sales growth against
the Company's  fixed-expense base, although management expects the ratio in full
year  2003  to  be   approximately   unchanged   from  the  prior  year  due  to
low-double-digit percentage SG&A growth for the remainder of the year.

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 the Company have been  cooperating  since 1993, when the
relationship  was last  renegotiated.  The main agreement, which





                                      -15-



will expire on January 31, 2007, covers the continued operation of 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 percentage of certain  sales;  this
percentage is lower than under the prior  agreements.  Fees paid Mitsukoshi were
reduced in 2002 and were further  reduced at the start of 2003. The Company will
employ increasing numbers of its own personnel in certain  Mitsukoshi  boutiques
in the future.

Other Expenses, Net
-------------------
Other  expenses,  net in the second  quarter  and first half were lower than the
prior year  principally due to lower interest expense  primarily  resulting from
the effect of the  capitalization  of interest  costs  related to the  Company's
construction of its 266,000 square foot CFC in Hanover Township,  New Jersey, as
well  as  a  reduction  in  the  Company's  portion  of  losses  in  its  equity
investments.

Provision for Income Taxes
--------------------------
The effective  income tax rates were 36.7% in the second  quarter and first half
versus 40.0% in the prior-year  periods.  The reduction in the tax rate from the
prior year is principally due to the recognition of tax benefits provided by the
Extraterritorial  Income  Exclusion Act of 2000 ("ETI") and a favorable  reserve
adjustment  due to the  resolution  of uncertain tax  obligations.  Tax benefits
related  to ETI were not  recognized  until the third  quarter  of 2002 when the
Company determined the ETI was applicable to its operations.

In November  2000,  the United  States  Government  repealed the tax  provisions
associated with Foreign Sales Corporations  ("FSC") and enacted, in their place,
the ETI,  certain  provisions of which  differed from those  governed by the FSC
regulations. The ETI provides for the exclusion from United States income tax of
certain  extraterritorial income earned from the sale of qualified United States
origin goods.  Qualified  United  States  origin goods are generally  defined as
those wherein not more than 50% of the fair market value  (including  intangible
values) is  attributable  to foreign  content or value added  outside the United
States.  It is unknown if this  benefit  will  continue to be  available  to the
Company in the future, as the World Trade Organization  ("WTO") ruled in January
2002 in favor of a complaint by the European Union, and joined by Canada,  Japan
and India, that the ETI exclusion  constitutes a prohibited export subsidy under
WTO regulations. The United States Government is currently reviewing its options
in response to this ruling.

New Accounting Standards
------------------------
In September  2001, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 143,  "Accounting for
Asset  Retirement  Obligations,"  which  addresses the  accounting and financial
reporting  for legal  obligations  associated  with the  retirement  of tangible
long-lived assets and the associated asset retirement costs. The Company adopted
the provisions of SFAS No. 143,  effective  February 1, 2003, and its impact was
not significant on the Company's financial position, earnings or cash flows.

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities under SFAS No. 133,  "Accounting for Derivative  Instruments
and Hedging  Activities."  In general,  SFAS No. 149 is effective  for contracts
entered  into or  modified  after June 30,  2003 and for  hedging  relationships
designated after June 30, 2003. The adoption of SFAS No. 149 did not have a





                                      -16-




significant impact on the Company's financial position, earnings or cash flows.

FINANCIAL CONDITION
-------------------

Liquidity and Capital Resources
-------------------------------
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 $52,136,000
in the six months ended July 31, 2003 compared with an inflow of  $17,797,000 in
the corresponding period in 2002.

Working capital (current assets less current  liabilities) and the corresponding
current ratio (current assets divided by current  liabilities) were $691,356,000
and 2.6:1 at July 31, 2003 compared with  $770,481,000  and 3.6:1 at January 31,
2003 and $779,272,000 and 3.9:1 at July 31, 2002.

Accounts receivable,  less allowances at July 31, 2003 were 7% below January 31,
2003 (which is  typically  a seasonal  high point) and were 20% higher than July
31, 2002 largely due to sales growth.

Inventories,  net at July 31, 2003 were 11% above January 31, 2003 and 18% above
July 31, 2002. Finished goods inventories increased versus July 31, 2002 largely
due to: (i) new store openings;  (ii) expanded product offerings;  and (iii) the
acquisition  of  Little  Switzerland  and  the  resulting  consolidation  of its
inventories ($41,000,000).  Higher raw material and work-in-process  inventories
versus  July 31,  2002 and  January  31,  2003 were  necessary  to  support  the
expansion  of  internal  manufacturing   activities.   Management  expects  that
inventory  levels at the end of 2003  will be higher  than at the end of 2002 to
support  anticipated   comparable  store  sales  growth,  new  stores,   product
introductions  and the Company's  expansion of its diamond sourcing  operations.
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  were  $210,513,000 in the six months ended July 31, 2003,
compared with  $83,506,000 in the 2002 period.  Expenditures  for full year 2003
are  expected  to be  approximately  $290,000,000,  due to costs  related to the
opening, renovation and expansion of stores and distribution facilities, ongoing
investments  in new systems and the  expenditure of  approximately  $140,000,000
plus transaction fees in June 2003 to purchase the land and building housing the
Company's Tokyo flagship  store. In addition,  in the third quarter of 2002, the
Company acquired the property housing its store on Old Bond Street in London and
an adjacent  building in order to proceed with a renovation and  reconfiguration
of the interior retail selling space.  The cost to purchase the London buildings
was  approximately  $43,000,000 and  construction is expected to commence in the
second half of 2003 and be completed in the first half of 2005. The Company does
not expect to continue to acquire real estate housing retail branch  operations,
since it now owns its three flagship stores.

In 2001, the Company commenced  construction of its Customer Fullfillment Center
("CFC"),  a  leased  distribution  center,  that  will be  used  to make  direct
shipments to customers.  Upon  completion of the CFC, the Company's  Parsippany,
New Jersey retail  service/distribution  center  ("RSC"),  formerly known as the
customer   service/distribution  center  ("CSC"),  will  be  used  primarily  to
replenish retail store  inventories.  The CFC is opening in the third quarter of
2003 and the Company  estimates  that the overall  cost of that  project will be
approximately $109,000,000, of which $97,800,000 has been incurred to date.




                                      -17-





In 2000, the Company began a five-year  project to renovate and  reconfigure its
New  York  flagship  store  in  order  to  increase  the  total  sales  area  by
approximately 25% (completed November 2001), and to provide additional space for
customer service,  customer  hospitality and special  exhibitions.  A new second
floor opened in 2001 to provide an expanded presentation of engagement and other
jewelry. A new sixth floor that houses the customer service department opened in
2002. 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 $63,800,000 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
$100,000,000.

The  Company's  purchase of its Tokyo  flagship  store has been  financed with a
short-term  bridge  loan  with a  bank.  The  Company  is  currently  evaluating
long-term  financing  alternatives  to replace  the bridge  loan and  expects to
complete a transaction before the end of 2003.

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 Senior  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 were  used to  redeem  the
Company's  $51,500,000  principal  amount  7.52%  Senior Notes which came due in
January  2003.  The Note Purchase  Agreements  require  maintenance  of specific
financial covenants and ratios and limit certain changes to indebtedness and the
general nature of the business,  in addition to other requirements  customary to
such borrowings.  Concurrently,  the Company entered into an interest-rate  swap
agreement to hedge the change in fair value of its fixed-rate obligation.  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.  The terms of
the swap agreement match the terms of the underlying debt,  thereby resulting in
no ineffectiveness.

In May 2001, a subsidiary of the Company  purchased 45% of Little  Switzerland's
outstanding  shares  of  common  stock  at a cost  of  $9,546,000.  The  Company
accounted for this  investment  under the equity method based upon its ownership
interest and its  significant  influence.  In 2001,  the Company  also  provided
Little  Switzerland with an  interest-bearing  loan in the amount of $2,500,000.
The Company's equity share of Little  Switzerland's  results from operations has
been  included in other  expenses,  net and  amounted to a loss of $714,000  and
$635,000 for the three  months and six months  ended July 31,  2002.  In October
2002, the Company's  subsidiary  purchased and paid  $27,530,000  for additional
shares,  which,  together with shares previously  owned,  represented 98% of the
outstanding shares of Little  Switzerland.  On November 20, 2002, the subsidiary
merged with and into Little Switzerland. The Company commenced the consolidation
of  Little   Switzerland's   operations  effective  October  1,  2002,  and  the
interest-bearing loan provided to Little Switzerland in 2001 has been eliminated
in consolidation.  The acquisition was accounted for in accordance with SFAS No.
141, "Business Combinations."

In 1999,  the Company made a strategic  investment  in Aber Diamond  Corporation
("Aber") by purchasing  eight million  unregistered  shares of its common stock,
which represents 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 developed to mine diamonds.  Production  commenced in
the first  quarter of 2003.  In  addition,  the Company  entered  into a diamond
purchase agreement with Aber whereby the Company has the obligation to purchase,
subject to the Company's quality standards, a




                                      -18-




minimum of  $50,000,000  of diamonds per year for 10 years.  It is expected that
this  commercial  relationship  will enable the Company to secure a considerable
portion of its future  diamond  needs.  The  Company has  established  a diamond
sorting/processing  facility  in  Antwerp,  Belgium  and  is in the  process  of
establishing a polishing operation in Yellowknife, Canada to handle a portion of
the subsequent cutting and polishing requirements.

The Board of Directors has authorized the Company's  stock  repurchase  program,
which expires in 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,  2003,  the  Company
repurchased  and retired 200,000 shares of Common Stock at a cost of $4,610,000,
or an  average  cost of $23.05  per  share.  At July 31,  2003,  $16,500,000  of
purchase authority remained available for future share repurchases.

The Company's  sources of working capital are  internally-generated  cash flows,
borrowings  available under a multicurrency  revolving credit facility  ("Credit
Facility") and Little Switzerland's  revolving credit facility guaranteed by the
Company ("LS Facility"). In November 2001, the Company entered into a new Credit
Facility to increase the borrowing limit from  $160,000,000 to $200,000,000  and
the number of banks from five to six. All borrowings are at interest rates based
on a prime rate or LIBOR and are  affected by local  borrowing  conditions.  The
Credit  Facility  expires  in  November  2006.  The LS  Facility  allows  Little
Switzerland to borrow up to $10,000,000 at an interest rate of 0.80% above LIBOR
or a LIBOR Market Index.  Both the LS Facility,  which expires in November 2005,
and the Credit Facility  contain  covenants that require  maintenance of certain
debt/equity  and  interest-coverage  ratios,  in addition to other  requirements
customary to loan facilities of this nature.

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  $359,724,000 and 22% at July 31, 2003,  compared with $193,462,000 and 14%
at January 31, 2003 and  $187,697,000 and 14% at July 31, 2002. The increase was
almost  entirely due to the Company's  purchase of its Tokyo  flagship  store in
June 2003.

Based  on  the  Company's  financial  position  at  July  31,  2003,  management
anticipates that  internally-generated  cash flows and funds available under the
Credit  Facility 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.

The Company's  contractual cash  obligations and commercial  commitments at July
31, 2003 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, 2003.

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




                                      -19-




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
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 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.  In order to  manage  the
exposure to interest rate  changes,  the Company  entered into an  interest-rate
swap to reduce the amount of fixed-rate debt exposed to interest rate movements.

The  Company  also 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.

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.

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 unsettled regional and/or global conflicts or crises do not
result in military,  terrorist or other conditions  creating long- or short-term
disruptions  or  disincentives  to,  or  changes  in the  pattern,  practice  or
frequency of tourist  travel to the various  regions where the Company  operates
retail  stores  nor to the  Company's  continuing  ability  to  operate in those
regions; (iv) that sales in Japan will not decline substantially; (v) that there
will not be a substantial  adverse change in the exchange  relationship  between
the Japanese yen and the U.S. dollar;  (vi) that Mitsukoshi and other department
store operators in Japan, in the face of declining or stagnant  department store
sales,  will not  close or  consolidate  stores in which  TIFFANY  & CO.  retail
locations 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)




                                      -20-




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;  (xiii) that new and existing
stores and other sales locations can be leased,  re-leased or otherwise obtained
on suitable terms in desired markets and that construction can be completed on a
timely  basis;  (xiv) that the Company can  successfully  improve the results of
Little  Switzerland  and achieve  satisfactory  results from any future ventures
into which it enters that are operated  under  non-TIFFANY  & CO.  trademarks or
trade names;  and (xv) that the Company's  expansion plans for retail and direct
selling  operations and merchandise  development,  production and management can
continue to be executed without meaningfully  diminishing the distinctive appeal
of the TIFFANY & CO. brand.
















                                      -21-






Part I.   Financial Information
Item 4.   Controls and Procedures

    (a) Evaluation of Disclosure Controls and Procedures

     Within  90  days  before   filing  this  report,   an   evaluation  of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures was carried out by the Company under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
and Chief  Financial  Officer.  Based on that  evaluation,  the Chief  Executive
Officer and Chief  Financial  Officer  concluded  that,  as of the date of their
evaluation  and as of July 31,  2003,  the  Company's  disclosure  controls  and
procedures  have been designed and are being  operated in a manner that provides
reasonable  assurance  that the  information  required  to be  disclosed  by the
Company in reports filed under the Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms. The Company  believes that a controls  system,  no matter
how well designed and  operated,  cannot  provide  absolute  assurance  that the
objectives  of the controls  system are met, and no  evaluation  of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within a company have been detected.

    (b) Changes in Internal Controls

     Subsequent  to the  date of the most  recent  evaluation  of the  Company's
internal controls,  there were no significant  changes in the Company's internal
controls  or in other  factors  that could  significantly  affect  the  internal
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.



























                                      -22-





PART II.  OTHER INFORMATION

ITEM 4.   Submission of Matters to a Vote of Security Holders.

          At Registrant's  Annual Meeting of  Stockholders  held on May 15, 2003
each of the nominees  listed below was elected a director of  Registrant to hold
office  until  the  next annual meeting of the stockholders and until his or her
respective successor has been elected and qualified.  Tabulated with the name of
each  of  the  nominees  elected  is  the  number of Common shares cast for each
nominee and the number of  Common shares withholding  authority to vote for each
nominee.  There were  no broker  non-votes or  abstentions  with respect to  the
election of directors.



      Nominee                    Voted For                 Withholding Authority

      Michael J. Kowalski        124,248,178                2,794,908
      Rose Marie Bravo           125,151,746                1,891,340
      William R. Chaney          124,159,391                2,883,695
      Samuel L. Hayes III        119,212,517                7,830,569
      Abby F. Kohnstamm          124,779,402                2,263,684
      Charles K. Marquis         119,234,478                7,808,608
      James E. Quinn             124,161,054                2,882,032
      William A. Shutzer          64,220,384               59,822,702


At such meeting,  the  stockholders  approved an amendment to the Company's 1998
Employee  Incentive  Plan to increase  the number of shares of common stock from
8,000,000 to 12,000,000. With respect to such approval,  108,719,872 shares were
voted to approve,  17,197,842 were voted against, and 1,125,372 shares abstained
from voting.  There were no broker non-votes with respect to the approval of the
amendment to the Company's 1998 Employee Incentive Plan.


The stockholders also approved the appointment of PricewaterhouseCoopers  LLP as
independent accountants of the Company's fiscal 2003 financial statements.  With
respect to such appointment, 117,806,617 shares were voted to approve, 8,428,523
were voted  against,  and 807,946 shares  abstained  from voting.  There were no
broker   non-votes   with  respect  to  the  approval  of  the   appointment  of
PricewaterhouseCoopers LLP.




















                                      -23-



ITEM 6         Exhibits and Reports on Form 8-K

   (a)         Exhibits:

               31.1    Certification by  Michael J. Kowalski pursuant to Section
                       302 of Sarbanes-Oxley Act of 2002.

               31.2    Certification  by  James N. Fernandez pursuant to Section
                       302 of Sarbanes-Oxley Act of 2002.

               32      Certification  by  Michael  J.  Kowalski   and  James  N.
                       Fernandez pursuant to Section 906 of  Sarbanes-Oxley Act
                       of 2002.

   (b)         Reports on Form 8-K:


               On May 14, 2003,  Registrant filed a Report on Form 8-K reporting
               the  issuance  of a press  release  reporting  sales in the first
               quarter ended April 30, 2003.

               On May 15, 2003,  Registrant filed a Report on Form 8-K reporting
               the issuance of a press release announcing the Board of Directors
               has declared an increase in the quarterly  dividend on its Common
               Stock, increasing the rate by 25%.

               On June 30, 2003, Registrant filed a Report on Form 8-K reporting
               the  issuance of a press  release  announcing  that its  Japanese
               subsidiary  has  purchased  the land  and  building  housing  its
               flagship store in Tokyo.















                                      -24-




                                   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 4, 2003                     By: /s/ James N. Fernandez
                                                ----------------------------
                                                James N. Fernandez
                                                Executive Vice President and
                                                Chief Financial Officer
                                                (principal financial officer)


















                                      -25-





                                  EXHIBIT INDEX


EXHIBIT        DESCRIPTION
NUMBER


31.1           Certification by Michael J. Kowalski  pursuant to Section  302 of
               Sarbanes-Oxley Act of 2002.

31.2           Certification by James N. Fernandez pursuant to Section  302  of
               Sarbanes-Oxley Act of 2002.

32             Joint certification by Michael J. Kowalski and James N. Fernandez
               pursuant to Section 906 of Sarbanes-Oxley Act of 2002.