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

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

                                    FORM 8-K

                                 CURRENT REPORT

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

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


                        Date of Report: February 1, 2008

                                  TIFFANY & CO.

             (Exact name of Registrant as specified in its charter)



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


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


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

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

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

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

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

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








Item 1.01       Entry into a Amendment to Material Agreement.

On  February 1, 2008,  Mitsukoshi  Limited of Japan  ("Mitsukoshi") delivered to
Registrant's wholly-owned subsidiary, Tiffany & Co. Japan Inc. ("Tiffany-Japan")
a  fully  signed  copy  of a  Memorandum  of  Agreement  ("Memorandum")  between
Mitsukoshi and Tiffany.  The Memorandum  extends a prior  agreement  between the
parties dated August 1, 2001 (the "Prior  Agreement").  The Prior  Agreement was
last extended as reported in Registrant's Report on Form 8-K dated June 5, 2007.
(The Prior Agreement was listed as Exhibit 10.128 to Registrant's  Annual Report
on Form 10-K for the fiscal  year ended  January 31,  2007 and  incorporated  by
reference from Exhibit 10.128 filed with  Registrant's  Report on Form 8-K dated
August 1, 2001, and Registrant's Report on Form 8-K dated June 5, 2007.)

The Memorandum  extends the expiration date of the Prior Agreement until January
31, 2009.



Item 9.01       Financial Statements and Exhibits.

    (c)         Exhibits

    10.128b     Memorandum of Agreement Regarding Extension of 2001 Agreement
                dated the 25th day of January, 2008 by and between Tiffany & Co.
                Japan, Inc. and Mitsukoshi Limited.



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                          TIFFANY & CO.


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



Date:  February 1, 2008





                                  EXHIBIT INDEX


Exhibit No.     Description

   10.128b      Memorandum of Agreement Regarding Extension of 2001 Agreement
                dated the 25th day of January, 2008 by and between Tiffany & Co.
                Japan, Inc. and Mitsukoshi Limited.