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 April 30,2004.  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    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,  146,392,109 shares outstanding at the close
of business on May 31, 2004.














                         TIFFANY & CO. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
                      FOR THE QUARTER ENDED APRIL 30, 2004





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

                  Consolidated Balance Sheets - April 30, 2004,
                      January 31, 2004 and April 30, 2003 (Unaudited)                3

                  Consolidated Statements of Earnings - for the
                      three months ended April 30, 2004 and
                      2003 (Unaudited)                                               4

                  Consolidated Statements of Cash Flows - for the three
                      months ended April 30, 2004 and 2003 (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 2.           Changes in Securities and Use of Proceeds

                  (e) Issuer Purchases of Equity Securities                         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)





                                                                            April 30,       January 31,         April 30,
                                                                              2004             2004               2003
                                                                         --------------    --------------    --------------

ASSETS
                                                                                                    
Current assets:
Cash and cash equivalents                                                $     190,793     $     276,115     $     123,449
Accounts receivable, less allowances
  of $5,053, $6,992 and $8,147                                                 115,512           131,990           107,105
Inventories, net                                                               964,954           871,251           765,780
Deferred income taxes                                                           46,415            45,043            44,836
Prepaid expenses and other current assets                                       40,410            23,683            35,451
                                                                         --------------    --------------    --------------

Total current assets                                                         1,358,084         1,348,082         1,076,621

Property, plant and equipment, net                                             879,105           885,092           688,092
Deferred income taxes                                                                -                 -             7,208
Other assets, net                                                              180,360           157,914           172,045
                                                                         --------------    --------------    --------------
                                                                         $   2,417,549     $   2,391,088     $   1,943,966
                                                                         ==============    ==============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term borrowings                                                    $      95,842     $      41,948     $      57,346
Current portion of long-term debt                                               49,973            51,920                 -
Accounts payable and accrued liabilities                                       185,594           209,842           156,829
Income taxes payable                                                            26,480            45,922            27,639
Merchandise and other customer credits                                          46,413            45,527            42,939
                                                                         --------------    --------------    --------------


Total current liabilities                                                      404,302           395,159           284,753

Long-term debt                                                                 382,883           392,991           298,419
Postretirement/employment benefit obligations                                   37,287            36,746            34,345
Deferred income taxes                                                           18,516            22,397                 -
Other long-term liabilities                                                     79,756            75,595            89,211

Commitments and contingencies

Stockholders' equity:
Common stock, $0.01 par value; authorized 240,000 shares,
   issued and outstanding 146,845, 146,735 and 144,908                           1,468             1,467             1,449
Additional paid-in capital                                                     401,934           395,182           355,786
Retained earnings                                                            1,087,202         1,058,203           900,456
Accumulated other comprehensive gain (loss), net of tax:
  Foreign currency translation adjustments                                       6,433            15,856           (15,796)
  Deferred hedging losses                                                       (1,447)           (2,508)           (2,010)
  Unrealized losses on marketable securities                                      (785)                -                 -
  Minimum pension liability adjustment                                               -                 -            (2,647)
                                                                         --------------    --------------    --------------

Total stockholders' equity                                                   1,494,805         1,468,200         1,237,238
                                                                         --------------    --------------    --------------

                                                                         $   2,417,549     $   2,391,088     $   1,943,966
                                                                         ==============    ==============    =============

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
                                                                      April 30,
                                                           -----------------------------
                                                               2004             2003
                                                           -------------    ------------
                                                                      
Net sales                                                  $    456,960      $   395,839

Cost of sales                                                   197,294         166,195
                                                           -------------    ------------

Gross profit                                                    259,666         229,644

Selling, general and administrative expenses                    191,330         170,675
                                                           -------------    ------------

Earnings from operations                                         68,336          58,969

Other expenses, net                                               3,324           2,313
                                                           -------------    ------------

Earnings before income taxes                                     65,012          56,656

Provision for income taxes                                       24,704          20,793
                                                           -------------    ------------
Net earnings                                               $     40,308     $    35,863
                                                           -------------    ------------

Net earnings per share:

    Basic                                                  $       0.27     $      0.25
                                                           =============    =============
    Diluted                                                $       0.27     $      0.24
                                                           =============    =============

Weighted average number of common shares:

    Basic                                                       146,815         144,894
    Diluted                                                     149,481         147,438


See notes to consolidated financial statements.








                                      -4-





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





                                                                                    Three Months Ended
                                                                                         April 30,
                                                                         ----------------------------------------
                                                                                   2004                    2003
                                                                                   ----                    ----
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                            
     Net earnings                                                         $        40,308         $       35,863
     Adjustments to reconcile net earnings to net cash
     provided by operating activities:
       Depreciation and amortization                                               24,944                 21,367
       Loss (gain) on equity investments                                             (137)                     4
       Provision for uncollectible accounts                                           390                    273
       Provision for inventories                                                    1,583                  1,966
       Deferred income taxes                                                       (1,549)                (1,212)
       Provision for postretirement/employment benefits                               541                  1,228
       Deferred hedging losses transferred to earnings                                772                    673
     Changes in assets and liabilities, excluding effects
     of acquisitions:
       Accounts receivable                                                         16,465                  7,230
       Inventories                                                               (106,610)               (35,853)
       Prepaid expenses and other current assets                                  (16,428)               (11,249)
       Other assets, net                                                           (1,626)                (1,378)
       Accounts payable                                                             3,506                   (172)
       Accrued liabilities                                                        (25,767)                (6,321)
       Income taxes payable                                                       (17,098)               (12,672)
       Merchandise and other customer credits                                         932                    219
       Other long-term liabilities                                                  5,731                  3,847
                                                                         -----------------       ----------------

     Net cash (used in) provided by operating activities                          (74,043)                 3,813
                                                                         -----------------       ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                            (28,964)               (33,248)
  Purchases of marketable securities                                              (24,427)                     -
  Proceeds from lease incentives                                                        -                  1,436
                                                                         -----------------       ----------------

     Net cash used in investing activities                                        (53,391)               (31,812)
                                                                         -----------------       ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from short-term borrowings, net                                         55,088                  4,184
  Repurchase of Common Stock                                                       (4,129)                (4,610)
  Proceeds from exercise of stock options                                           2,606                  1,929
  Cash dividends on Common Stock                                                   (7,346)                (5,793)
                                                                         -----------------       ----------------

     Net cash provided by (used in) financing activities                           46,219                 (4,290)
                                                                         -----------------       ----------------

     Effect of exchange rate changes on
     cash and cash equivalents                                                     (4,107)                  (459)
                                                                         -----------------       ----------------
     Net decrease in cash and cash equivalents                                    (85,322)               (32,748)

     Cash and cash equivalents at beginning of year                               276,115                156,197
                                                                         -----------------       ----------------

     Cash and cash equivalents at end of three months                     $       190,793         $      123,449
                                                                         =================       ================


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  ("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 April 30, 2004 and the  results of its  operations  and
          cash flows for the interim periods presented. The consolidated balance
          sheet data for January 31, 2004 is 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.

          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 months ended
          April 30, 2004 and 2003 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 earnings
          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)

     Had  compensation  expense  been  determined  and  recorded  based upon the
     fair-value  recognition  provisions  of Statement  of Financial  Accounting
     Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation",  net
     earnings  and  earnings  per share  would  have been  reduced  to pro forma
     amounts as follows:




                                                                Three Months Ended April 30,
                                                           ------------------------------------
                                                                                
     (in thousands, except per share amounts)                     2004                 2003
     ------------------------------------------------------------------------------------------

     Net earnings as reported                                  $40,308              $35,863

     Stock-based employee compensation expense
       determined under fair-value-based
       method for all awards, net of tax                        (3,497)              (3,289)
                                                           --------------        --------------
     Pro forma net earnings                                    $36,811              $32,574
                                                           ==============        ==============
     Earnings per basic share:
      As reported                                              $  0.27               $ 0.25
                                                           ==============        ==============
      Pro forma                                                $  0.25               $ 0.22
                                                           ==============        ==============

     Earnings per diluted share:
      As reported                                              $  0.27               $ 0.24
                                                           ==============        ==============
      Pro forma                                                $  0.25               $ 0.22
                                                           ==============        ==============



3.   INCOME TAXES

     The effective income tax rate for the three months ended April 30, 2004 and
     2003 was 38.0% and  36.7%.  The  change in the tax rate from the prior year
     was primarily due to a favorable reserve  adjustment  recorded in the prior
     year relating to the  elimination of certain tax  exposures.  The effective
     tax  rate  for  both  years  also   includes   a  tax   benefit   from  the
     Extraterritorial Income Exclusion Act ("ETI") of 2000. The ETI provides for
     the   exclusion    from   United   States   taxable   income   of   certain
     "extraterritorial"  income  earned  from the sale or license  of  qualified
     property.

     The  World  Trade  Organization  ("WTO")  has  ruled  in  favor of a formal
     complaint  by the  European  Union  that the ETI  exclusion  constitutes  a
     prohibited export subsidy under WTO rules.  Legislative proposals have been
     presented in the U.S. Congress to repeal the ETI. The legislative proposals
     currently being evaluated by Congress provide transition  relief.  However,
     it is uncertain what form the final  legislation will take and what effect,
     if any, it will have on the ETI benefit in the future.




4.   INVENTORIES

                                                April 30,        January 31,             April 30,
     (in thousands)                                 2004               2004                  2003
     ------------------------------------------------------------------------------------------------
                                                                               
     Finished goods                             $697,357           $659,558              $626,313
     Raw materials                               212,127            165,768               107,091
     Work-in-process                              60,152             50,517                36,821
                                             -----------------  -----------------   -----------------
                                                 969,636            875,843               770,225
     Reserves                                     (4,682)            (4,592)               (4,445)
                                             -----------------  -----------------   -----------------
     Inventories, net                           $964,954           $871,251              $765,780
                                             =================  =================   =================



                                       -7-




     INVENTORIES (continued)

     LIFO-based  inventories  at April 30, 2004,  January 31, 2003 and April 30,
     2003  represented  69%, 69% and 74% of  inventories,  net, with the current
     cost exceeding the LIFO inventory  value by  $34,161,000,  $30,587,000  and
     $20,735,000 at the end of each period.  The LIFO  valuation  method had the
     effect of  decreasing  earnings  per  diluted  share by $0.01 for the three
     months ended April 30, 2004 and had no effect on earnings per diluted share
     for the three months ended April 30, 2003.

5.   NEW ACCOUNTING PRONOUNCEMENTS

     In May 2004, the Financial  Accounting Standards Board ("FASB") issued FASB
     Staff Position No. 106-2,  "Accounting and Disclosure  Requirements Related
     to the Medicare  Prescription  Drug,  Improvement and  Modernization Act of
     2003" ("FSP No. 106-2").  FSP No. 106-2, which replaced the same titled FSP
     No.  106-1,  provides  guidance  on the  accounting  for the effects of the
     Medicare  Prescription  Drug,  Improvement  and  Modernization  Act of 2003
     ("Act") that was signed into law in December 2003. Under FSP No. 106-1, the
     Company elected to defer the accounting for the effects of the Act. FSP No.
     106-2 is effective for interim  periods  beginning after June 15, 2004. The
     Company is evaluating the impact of the Act and FSP No. 106-2. Accordingly,
     the Company's  postretirement  benefit  obligation  and net  postretirement
     health care costs included in the consolidated  financial statements do not
     reflect the effects of the Act.

     In December 2003, the FASB issued Interpretation No. 46R, "Consolidation of
     Variable  Interest  Entities" ("FIN 46R"). FIN 46R replaces the same titled
     FIN 46 that was issued in January  2003.  FIN 46R  requires  that  variable
     interest  entities be consolidated  by its primary  beneficiary (if any) if
     the entity's equity investors at risk do not have the  characteristics of a
     controlling  financial  interest  or  the  equity  investors  do  not  have
     significant equity at risk for the entity to finance its activities without
     additional  financial  support.  The  provisions  of FIN 46 were  effective
     immediately for all entities  created after January 31, 2003 and FIN 46R is
     effective  for those  entities  in the  first  quarter  of 2004.  For those
     entities  created  prior to February 1, 2003,  the Company was  required to
     adopt the  provisions  of FIN 46R by the end of the first  quarter of 2004.
     The adoption of FIN 46R did not have an impact on the  Company's  financial
     position, earnings or cash flows.




                                       -8-




6.   MARKETABLE SECURITIES

     The Company's  marketable  securities are classified as available-for- sale
     and are recorded at fair value in other assets,  net, with unrealized gains
     and losses,  net of tax reported as a separate  component of  stockholders'
     equity.  Realized gains and losses are recorded in other expenses, net. The
     marketable  securities are held for an indefinite period of time, but might
     be sold in the future as changes in market  conditions or economic  factors
     occur.  The fair-value of the marketable  securities is determined based on
     prevailing  market  prices.   The  Company  did  not  have  investments  in
     marketable  securities at January 31, 2004 or April 30, 2003. The following
     is a  summary  of the cost  and fair  values  of the  Company's  marketable
     securities at April 30, 2004:



                                                                    Unrealized
     (in thousands)                      Cost       Fair Value          Losses
     ---------------------------------------------------------------------------
     Mutual Fund                      $24,427          $23,642           $785
                                ================================================





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 April 30,
                                                        ----------------------------------------
     (in thousands)                                                        2004             2003
     -------------------------------------------------------------------------------------------
                                                                                   
     Net earnings for basic and diluted EPS                             $40,308          $35,863
                                                                 ==============   ==============

     Weighted average shares for basic EPS                              146,815          144,894

     Incremental shares based upon the
       assumed exercise of stock options                                  2,666            2,544
                                                                 --------------   --------------
                                                                        149,481          147,438
     Weighted average shares for diluted EPS                     ==============   ==============




     For the three  months ended April 30, 2004 and 2003,  there were  3,332,000
     and 7,001,000 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 April 30,
                                                      ------------------------------
     (in thousands)                                          2004              2003
     -------------------------------------------------------------------------------
                                                                      
     Net earnings                                         $40,308           $35,863

     Other comprehensive gain (loss),
     net of tax:

      Deferred hedging gains                                1,061               274

      Foreign currency translation
         adjustments                                       (9,423)           (1,235)

      Unrealized losses on marketable
         securities                                          (785)                -
                                                      -------------     -------------
     Comprehensive earnings                               $31,161           $34,902
                                                      =============     =============


9.   EMPLOYEE BENEFIT PLANS

     The Company  maintains  a  noncontributory  defined  benefit  pension  plan
     ("Pension Plan"), an unfunded  Supplemental  Retirement Income Plan and, in
     January 2004,  established a non-qualified  unfunded retirement income plan
     to recognize compensation expense in excess of the Internal Revenue Service
     Code  limits.  The  Company  also  provides  certain  health-care  and life
     insurance  benefits ("Other  Postretirement  Benefits") and maintains other
     retirement plans, profit sharing and retirement savings plans.

     Net periodic pension and other postretirement  benefit expense included the
     following components:




                                                                        Three Months Ended April 30,
                                          ---------------------------------------------------------
                                                                                              Other
                                                                                     Postretirement
                                                Pension Benefits                           Benefits
                                          ------------------------------- -------------------------
     (in thousands)                           2004           2003          2004          2003
     ----------------------------------------------------------------------------------------------
                                                                           
     Service cost                          $ 2,699        $ 2,357         $ 307        $  823
     Interest cost                           2,640          2,265           418           648
     Expected return on plan assets         (2,079)        (1,599)            -             -
     Amortization of prior service
      cost                                     201             47          (303)           (2)
     Amortization of net loss                  395            239            98            64
                                          ---------------------------------------------------------
     Net expense                           $ 3,856        $ 3,309         $ 520        $1,533
                                          =========================================================




     The  Company's  funding  policy for the Pension Plan is to  contribute  the
     maximum tax deductible contribution in any given year. The Company does not
     anticipate making any cash  contributions to the Pension Plan in 2004 based
     on its funding policy.  However,  this  expectation is subject to change if
     actual asset performance is significantly  below the assumed long-term rate
     of return on pension assets.






                                      -10-




10.  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).  The Company's  reportable segments,  excluding
     Specialty  Retail,  represent  channels of distribution  that offer similar
     merchandise  and  service  and  have  similar  marketing  and  distribution
     strategies.  The Specialty Retail segment includes the consolidated results
     of Little Switzerland,  Inc., as well as the consolidated  results of other
     ventures  operated under  non-TIFFANY & CO.  trademarks or trade names.  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.


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





                                                                   Three Months Ended April 30,
                                                         ---------------------------------------
     (in thousands)                                                        2004            2003
     ------------------------------------------------------------------------------------------
                                                                            
     Net sales:
       U.S. Retail                                                 $    213,662    $    173,586
       International Retail                                             184,731         165,524
       Direct Marketing                                                  36,899          37,283
       Specialty Retail                                                  21,668          19,446
                                                                  --------------  --------------
                                                                   $    456,960   $     395,839
                                                                  ==============  ==============

     Earnings(losses)from operations*:
       U.S. Retail                                                 $     44,676    $     31,721
       International Retail                                              51,649          47,315
       Direct Marketing                                                   5,506           6,736
       Specialty Retail                                                  (1,238)           (606)
                                                                  --------------  --------------
                                                                   $    100,593    $     85,166
                                                                  ==============  ==============


     * Represents earnings from operations before unallocated corporate
       expenses 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 April 30,
                                                           ------------------------------------------
     (in thousands)                                                          2004              2003
     ------------------------------------------------------------------------------------------------
                                                                                 
     Earnings from operations
      for reportable segments                                        $    100,593       $    85,166

     Unallocated corporate expenses                                       (32,257)          (26,197)

     Other expenses, net                                                   (3,324)           (2,313)
                                                                    --------------     --------------
     Earnings before income taxes                                    $     65,012       $     56,656
                                                                    ==============     ==============



     Unallocated  corporate  expenses  include  costs  related to the  Company's
     administrative support functions such as information  technology,  finance,
     legal  and  human  resources  as  well as  changes  in the  LIFO  inventory
     valuation  reserve,  which the Company does not  allocate to the  operating
     segments.



                                      -11-





11.  SUBSEQUENT EVENTS

     On May 20, 2004, the Company's  Board of Directors  declared an increase in
     the quarterly dividend rate by 20% from $0.05 per share to $0.06 per share.
     This  dividend will be paid on July 12, 2004 to  stockholders  of record on
     June 21, 2004.













                                       -12-





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



OVERVIEW
--------

The Company is a holding company that operates through its subsidiary companies.
The  Company's  principal  subsidiary,  Tiffany  and  Company,  is a jeweler and
specialty  retailer.  Through  Tiffany and Company and other  subsidiaries,  the
Company is engaged in product design, manufacturing and retailing activities.


The Company operates four channels of distribution:

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

o    International  Retail - sales in 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 - primarily  includes retail sales in LITTLE  SWITZERLAND
     stores on  Caribbean  islands,  as well as in Florida and  Alaska.  It also
     includes  worldwide sales made under  additional  trademarks or trade names
     other than TIFFANY & CO.

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

In the  discussion  that follows,  a store's  sales are included in  "comparable
store  sales"  when the store has been open more than 12  months.  If a store is
opened in the first 15 days of a month it is  considered  open for a full month.
If a store  closes  in the first 15 days of a month,  it will not be  considered
comparable  as of  that  month.  The  results  of  relocated  stores  remain  in
comparable  store sales if the  relocation  occurs within the same  geographical
market and the store type remains the same (mall,  freestanding,  boutique). The
results  of a store in which the square  footage  has been  expanded  or reduced
remain in the comparable store base.

Net sales increased 15% to $456,960,000 in the three months ended April 30, 2004
("first  quarter")  which  included a 4%  translation-related  benefit  due to a
weaker U.S. dollar.  The sales increase  resulted  primarily from an increase in
worldwide  comparable store sales. Net earnings in the first quarter rose 12% to
$40,308,000, or $0.27 per diluted share versus $0.24 in the prior year. Earnings
were affected by increased sales and the leveraging of fixed expenses  partially
offset by lower gross margin as further explained below.





                                      -13-





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

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


                                               Three Months
                                              Ended April 30,
                                           -------------------
                                             2004        2003
                                           -------------------
Net sales                                   100.0%      100.0%
Cost of sales                                43.2        42.0
                                           -------------------
Gross profit                                 56.8        58.0
Selling, general
  and administrative expenses                41.9        43.1
                                           -------------------
Earnings from operations                     14.9        14.9
Other expenses, net                           0.7         0.6
                                           -------------------
Earnings before income taxes                 14.2        14.3
Provision for income taxes                    5.4         5.2
                                           -------------------
Net earnings                                  8.8%        9.1%
                                           ===================

Net Sales
---------

Net sales by channel of distribution were as follows:

                                                 Three Months
                                                Ended April 30,
                                         -----------------------
(in thousands)                                2004         2003
--------------                           -----------------------
U.S. Retail                               $213,662     $173,586
International Retail                       184,731      165,524
Direct Marketing                            36,899       37,283
Specialty Retail                            21,668       19,446
                                         -----------------------
                                          $456,960     $395,839
                                         =======================

U.S.  Retail  sales  increased  23% in the  first  quarter,  largely  due to 20%
comparable store sales growth. Sales in the New York flagship store rose 30% and
comparable   branch  store  sales  rose  17%.   Comparable  store  traffic  from
local-resident  customers as well as domestic and foreign tourists  increased in
the first quarter.  Although store traffic rose in the first quarter  management
believes the increase in comparable store sales resulted from an increase in the
amount spent per  transaction due to a shift in purchases by customers to higher
priced items.

Total International  Retail sales rose 12% and comparable store sales rose 8% in
the first quarter.  Total International  Retail sales and comparable store sales
both benefited by 10% from changes in foreign currency exchange rates.

In Japan, total retail sales increased 1% in the first quarter.  The increase in
sales resulted from a translation-related  benefit of 10%; sales were negatively
affected  by a 13% sales  decline in silver  jewelry (a  product  category  that
represented 26% of total Japan sales in 2003).  Comparable  store sales declined
1% in the first  quarter,  which included a  translation-related  benefit of 9%.
Management  believes  that Japan  sales have been  affected  by  generally  weak
consumer  spending  on jewelry and  increased  "luxury-goods"  competition.  The
Company continues to focus on product  assortment  repositioning and new product
introductions   and  believes  that   incremental   publicity  and   advertising
initiatives  will  enhance  overall  customer  awareness  and lead to  gradually
improving sales and profitability.

In the  Asia-Pacific  region outside of Japan,  comparable store sales increased
33%  (including a 7%  translation-related  benefit) due to strong  growth in all
markets.   In  Europe,   comparable  store  sales  rose  23%  (including  a  16%
translation-related benefit) due to growth in most stores.




                                      -14-




Direct  Marketing  sales  declined 1% in the first  quarter.  The Company made a
strategic decision to discontinue  service award program sales during 2003. As a
result  of  that  decision,  there  was a 24%  decline  in  the  Business  Sales
division's  sales.  The Business  Sales  division  continues to offer a range of
business  gifts,  event-related  trophies  and  other  awards  and  those  sales
increased 11% in the first quarter. Combined  e-commerce/catalog sales increased
15% in the first quarter  primarily due to an increase in the average order size
and a higher number of e-commerce orders.  Catalog orders decreased in the first
quarter as  management  continues  to see a shift in  consumer  purchasing  from
catalog to e-commerce. Management believes that e-commerce sales growth resulted
from  increased web site traffic as well as the shift in purchasing by consumers
from catalog to e-commerce.

Specialty Retail sales increased 11% in the first quarter primarily due to sales
growth in LITTLE SWITZERLAND stores.

The  Company   expects  that   worldwide   retail   gross   square   footage  of
Company-operated  TIFFANY & CO.  stores  will  increase  by at least 5% in 2004.
Actual/expected 2004 store openings(closings) are as follows:

                                   Actual Openings
                                   ---------------
Location                           (Closings) 2004       Expected Openings 2004
--------                           ---------------       ----------------------

Palm Beach Gardens, Florida         Second Quarter
Edina, Minnesota                                         Second Quarter
Westport, Connecticut                                    Second Half
Kansas City, Missouri                                    Third Quarter
Wakayama, Japan                     First Quarter
Nagano, Japan                      (First Quarter)
Marunouchi, Tokyo, Japan                                 Third Quarter
Nishi-Umeda, Osaka, Japan                                Fourth Quarter
Taipei, Taiwan                      Second Quarter
London, England                     First Quarter

Gross Profit
------------
Gross profit as a percentage of net sales ("gross margin") declined in the first
quarter by 1.2 percentage points. This decline was expected by management due to
an  increase  in the LIFO  inventory  valuation  reserve  versus a year ago (0.7
percentage  points) to reflect  increased  precious  metal costs,  and increased
distribution  costs (0.4 percentage  points) primarily related to the opening of
the Company's Customer Fulfillment Center ("CFC") in September 2003.

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 (including increased internal manufacturing
and direct rough-diamond sourcing),  leveraging its fixed costs and implementing
selective price  adjustments in order to maintain the Company's gross margin at,
or above,  prior year levels. As a result,  management expects a slight increase
in gross margin for the full fiscal year 2004 due to  anticipated  growth in the
second half.


                                      -15-




Selling, General and Administrative Expenses ("SG&A")
-----------------------------------------------------
SG&A rose 12% in the first  quarter,  the  majority of which was due to staffing
(representing  approximately  one-half of the  increase)  and  depreciation  and
occupancy  expenses  (representing  approximately  one-fifth  of  the  increase)
related to the Company's expansion.  As a percentage of net sales, SG&A improved
to 41.9%,  versus  43.1% in the first  quarter of 2003.  Sales  growth more than
absorbed  the rate of  increase  in  fixed  expenses.  Management's  longer-term
objective is to reduce the ratio of SG&A to net sales by leveraging  anticipated
rates of comparable store sales growth against the Company's  fixed-expense base
and expects the full year ratio to improve slightly versus the prior year.




Earning from Operations
-----------------------

                                                       Three months ended April 30,
                                              --------------------------------------
(in thousands)                                            2004                2003
------------------------------------------------------------------------------------
                                                               
Earnings (losses) from operations:
  U.S. Retail                                       $   44,676        $     31,721
  International Retail                                  51,649              47,315
  Direct Marketing                                       5,506               6,736
  Specialty Retail                                      (1,238)               (606)
                                              --------------------------------------
Earnings from operations for reportable
segments                                               100,593              85,166
  Unallocated corporate expenses                       (32,257)            (26,197)
                                              --------------------------------------
Earnings from operations                            $   68,336        $     58,969
                                              ======================================


Earnings from operations rose 16% in the first quarter.  On a reportable segment
basis,  the ratios of earnings  (losses) from  operations  (before the effect of
unallocated  corporate  expenses and other expenses,  net) to each segment's net
sales in the first quarter of 2004 and 2003 were as follows: U.S. Retail was 21%
and  18%  (increase   primarily  due  to  the  leveraging  of  fixed  expenses);
International Retail was 28% and 29%; Direct Marketing was 15% and 18% (decrease
primarily due to incremental  expenses  associated  with the CFC which opened in
September  2003 and  supports  the  Company's  Direct  Marketing  segment);  and
Specialty Retail was (6)% and (3)%.

Unallocated   corporate   expenses   include  costs  related  to  the  Company's
administrative support functions such as information technology,  finance, legal
and human resources as well as changes in the LIFO inventory  valuation reserve,
which the Company does not allocate to the operating segments.  The 23% increase
in unallocated corporate expenses in the first quarter of 2004 was primarily due
to  an  increase  in  the  LIFO  inventory   valuation   reserve   (representing
approximately one-half of the increase),  information technology  infrastructure
costs  (approximately   one-third  of  the  increase)  and  increases  in  other
administrative support costs.

Other Expenses, Net
-------------------
Other  expenses,  net in the first  quarter  were  higher  than the  prior  year
primarily due to an increase in interest expense from a new yen-denominated debt
issuance  ($704,000)  in  2003  and  lower  capitalized   interest  for  capital
expenditures  ($934,000)  partially  offset by  increases in equity gains on the
Company's investment in Aber Diamond Corporation and higher interest income.


                                      -16-



Provision for Income Taxes
--------------------------
The effective income tax rate for the three months ended April 30, 2004 and 2003
was  38.0%  and  36.7%.  The  change  in the tax rate  from the  prior  year was
primarily  due to a  favorable  reserve  adjustment  recorded  in the prior year
relating to the elimination of certain tax exposures. The effective tax rate for
both  years  also  includes  a tax  benefit  from  the  Extraterritorial  Income
Exclusion Act ("ETI") of 2000.  The ETI provides for the  exclusion  from United
States taxable income of certain  "extraterritorial" income earned from the sale
or license of qualified property.

The World Trade Organization ("WTO") has ruled in favor of a formal complaint by
the  European  Union that the ETI  exclusion  constitutes  a  prohibited  export
subsidy under WTO rules.  Legislative  proposals have been presented in the U.S.
Congress to repeal the ETI. The legislative  proposals currently being evaluated
by Congress provide  transition relief.  However,  it is uncertain what form the
final  legislation  will take and what  effect,  if any, it will have on the ETI
benefit in the future.

New Accounting Standards
------------------------
In May 2004, the Financial Accounting Standards Board ("FASB") issued FASB Staff
Position No.  106-2,  "Accounting  and  Disclosure  Requirements  Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003" ("FSP No.
106-2").  FSP No. 106-2, which replaced the same titled FSP No. 106-1,  provides
guidance on the  accounting for the effects of the Medicare  Prescription  Drug,
Improvement  and  Modernization  Act of 2003 ("Act") that was signed into law in
December 2003.  Under FSP No. 106-1, the Company elected to defer the accounting
for the effects of the Act.  FSP No.  106-2 is  effective  for  interim  periods
beginning  after June 15, 2004.  The Company is evaluating the impact of the Act
and FSP No. 106-2. Accordingly,  the Company's postretirement benefit obligation
and net postretirement health care costs included in the consolidated  financial
statements do not reflect the effects of the Act.

In December  2003, the FASB issued  Interpretation  No. 46R,  "Consolidation  of
Variable Interest Entities" ("FIN 46R"). FIN 46R replaces the same titled FIN 46
that was issued in January 2003. FIN 46R requires that certain variable interest
entities be  consolidated  by its primary  beneficiary (if any), if the entity's
equity  investors  at risk do not  have  the  characteristics  of a  controlling
financial  interest or the equity  investors do not have  significant  equity at
risk for the entity to  finance  its  activities  without  additional  financial
support.  The provisions of FIN 46 were effective  immediately  for all entities
created after  January 31, 2003 and FIN 46R is effective  for those  entities in
the first quarter of 2004. For those entities created prior to February 1, 2003,
the Company was  required to adopt the  provisions  of FIN 46R by the end of the
first  quarter of 2004.  The  adoption  of FIN 46R did not have an impact on the
Company's financial position, earnings or cash flows.

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 had a net cash outflow from  operating  activities of $74,043,000 in
the three months ended April 30, 2004 due to higher inventory purchases compared
with an inflow of $3,813,000 in the prior-year period.


Working Capital
---------------
Working capital (current assets less current  liabilities) and the corresponding
current ratio (current assets divided by current  liabilities) were $953,782,000
and 3.4:1 at April 30, 2004, compared with $952,923,000 and 3.4:1 at January 31,
2004 and $791,868,000 and 3.8:1 at April 30, 2003.



                                      -17-




Accounts  receivable,  less  allowances  at April 30,  2004 were 12% lower  than
January 31, 2004 (which is  typically a seasonal  high point) and were 8% higher
than April 30, 2003 due to sales growth.

Inventories, net at April 30, 2004 were 11% above January 31, 2004 and 26% above
April 30, 2003.  Changes in foreign currency exchange rates decreased  inventory
by 1% compared to January 31,  2004 and  increased  inventory  by 3% compared to
April 30, 2003.  Finished  goods  inventories  ($697,357,000  at April 30, 2004)
increased  6% and 11% versus  January 31, 2004 and April 30, 2003 largely due to
new  store   openings  and  expanded   product   offerings.   Raw  material  and
work-in-process  inventories  ($272,279,000 at April 30, 2004) increased 26% and
89% versus  January  31, 2004 and April 30,  2003 to support  the  expansion  of
internal  jewelry  manufacturing  activities and direct  rough-diamond  sourcing
operations.  Management  expects that inventory  levels will increase in 2004 to
support  anticipated   comparable  store  sales  growth,  new  stores,   product
introductions,  strategic  merchandising  investments and the Company's  ongoing
expansion of its  rough-diamond  sourcing  operations.  The Company  continually
strives to better manage its inventory  investment by developing  more effective
systems  and  processes  for product  development,  assortment  planning,  sales
forecasting, supply-chain logistics, and store replenishment.

Capital Expenditures
--------------------
Capital  expenditures were $28,964,000 in the three months ended April 30, 2004,
compared with  $33,248,000  in the  prior-year  period.  Based on current plans,
management   estimates   that  capital   expenditures   will  be   approximately
$170,000,000  in 2004 due to costs  related to the  opening  and  renovation  of
stores and ongoing  investments in new systems.  In order to meet  substantially
increased  customer demand for diamond and other gemstone  jewelry,  the Company
intends to expand its internal jewelry manufacturing operations by complementing
its  existing  New  York  facility  with  additional  capacity  later  in  2004.
Management  continues to expect that total capital  expenditures in future years
will approximate 7-8% of net sales.

In 2000, the Company began a multi-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 increase in the sales area was
completed in 2001 when the renovated  second floor opened to provide an expanded
presentation of engagement and other jewelry. The renovated sixth floor that now
houses the customer  service  department  opened in 2002.  The renovated  fourth
floor that offers tableware  merchandise opened in 2003. In conjunction with the
New York store project,  the Company relocated its after-sales service functions
and several of its administrative  functions.  The Company has spent $75,000,000
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 $110,000,000.

In 2002,  the Company  acquired the property  housing its flagship  store on Old
Bond Street in London and an adjacent  building at a cost of  $43,000,000  (U.S.
equivalent at date of  acquisition),  in order to proceed with a renovation  and
reconfiguration of the retail selling space.  Construction has commenced in 2004
and is expected to be completed in 2006.



                                      -18-





Share Repurchases
-----------------
In November  2003,  the Board of Directors  extended and expanded the  Company's
stock  repurchase  program,  which  was due to expire in  November  2003,  until
November 30, 2006 and  increased the remaining  authorization  by  $100,000,000,
allowing  the  Company  to  repurchase  up  to  $116,500,000  of  the  Company's
outstanding  Common Stock in addition to those which had already been purchased.
The  timing of  purchases  and the  actual  number  of shares to be  repurchased
depends on a variety of factors  such as price and other market  conditions.  In
the three  months  ended April 30,  2004,  the Company  repurchased  and retired
110,000  shares of Common Stock at a cost of  $4,129,000,  or an average cost of
$37.54 per share.

Recent Borrowings
-----------------
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 June 2003, the Company's  purchase of the land and building housing the Tokyo
flagship  store was financed with a short-term  yen  11,000,000,000  bridge loan
("Bridge  Loan") with a bank. The loan had an interest rate of 0.58% and matured
on September  30, 2003.  The loan was paid in full upon  maturity.  In September
2003, the Company issued yen 15,000,000,000 of senior unsecured First Series Yen
denominated  Bonds  ("Bonds")  due 2010 with  principal  due upon maturity and a
fixed coupon rate of 2.02% payable in semi-annual  installments.  The Bonds were
sold in a private transaction to qualified institutional investors in Japan. The
obligations under the Bonds are  unconditionally  and irrevocably  guaranteed by
the Company.  The proceeds  from the issuance  have been  primarily  used by the
Company to repay the Bridge Loan.

Based  on the  Company's  financial  position  at  April  30,  2004,  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,  as well as for the
scheduled repayment of a yen 5,500,000,000 five-year loan due in October 2004.

The Company's  contractual cash obligations and commercial  commitments at April
30, 2004 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, 2004.

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,  earnings and cash flows.  The Company  manages its exposure to market
risk through its regular  operating  and financing  activities  and, when deemed
appropriate,  through the use of derivative financial  instruments.  The Company
uses  derivative  financial  instruments  as risk  management  tools and not for
trading or speculative purposes, and does not maintain such instruments that may
expose the Company to significant market risk.

The Company uses yen  currency-purchased  put options  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  neither  foresees nor
expects significant changes in foreign currency exposure in the near future.



                                      -19-




The fair value of the Company's fixed-rate long-term debt, including the current
portion of 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  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  which  have  TIFFANY & CO.  retail  locations;  (vii)  that
Mitsukoshi will continue as a leading department store operator in Japan; (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  rough and 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 distribution and manufacturing productivity and capacity
can be further improved to support the Company's expanding 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 &



                                      -20-




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 April 30,  2004,  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 2.  Changes in Securities and Use of Proceeds



This table provides information with respect to purchases by the Company of
shares of its Common Stock during the first fiscal quarter of 2004:




--------------------------------------------------------------------------------------------
                                                                    
                                                            Total Number         Approximate
                                                               of Shares        Dollar Value
                                                            Purchased as       of Shares that
                               Total         Average           Part of a          May Yet be
                           Number of           Price            Publicly           Purchased
                              Shares        Paid Per           Announced           Under the
Period                     Purchased           Share             Program*            Program*
--------------------------------------------------------------------------------------------
February 1, 2004
through
February 29, 2004                  -              -            3,253,800        $116,500,000
--------------------------------------------------------------------------------------------
March 1, 2004
through
March 31, 2004               110,000         $37.54            3,363,800        $112,371,000
--------------------------------------------------------------------------------------------
April 1, 2004
through
April 30, 2004                     -              -            3,363,800        $112,371,000
--------------------------------------------------------------------------------------------
Total                        110,000         $37.54            3,363,800        $112,371,000
--------------------------------------------------------------------------------------------



* In  November  2003,  the  Board of  Directors  expanded  the  Company's  stock
repurchase  program,  which  was  first  announced  on  September  21,  2000 and
scheduled  to expire in November  2003;  the Board  extended  the program  until
November 30, 2006 and  increased the remaining  authorization  by  $100,000,000,
allowing the Company to repurchase  shares of the Company's  outstanding  Common
Stock at an aggregate  price of up to  $116,500,000  in addition to those shares
which already had been purchased under the program. Under a prior program, which
expired in 2000, the Company had purchased 4,484,400 shares.



















                                      -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  February  25,  2004,  Registrant  filed a Report  on Form 8-K
              reporting  the  issuance  of  a  press  release   announcing  its
              unaudited earnings and results of operations for the three months
              and year ended January 31, 2004.



















                                      -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: June 4, 2004                      By: /s/ James N. Fernandez
                                            ------------------------------------
                                            James N. Fernandez
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (principal financial officer)




















                                  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.